TIDMSTCK
RNS Number : 8888Y
Stock Spirits Group PLC
14 May 2019
Stock Spirits Group PLC
Results for the six months ended 31 March 2019
Continuing financial and operational progress
Announcing today the acquisition of Bartida, a premium spirits
business in the Czech Republic
14 May 2019: Stock Spirits Group PLC ("Stock Spirits", the
"Group", or the "Company"), a leading owner and producer of premium
branded spirits and liqueurs that are principally sold in Central
and Eastern Europe and Italy, announces its results for the six
months ended 31 March 2019 (including proforma unaudited
comparatives, due to its change in year-end in 2018 to 30
September).
Financial highlights:
Reported Proforma Growth %
6 mths to 6 mths to
March 2019 March 2018
Volume (millions 9 litre cases) 7.4 6.9 6.8%
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Revenue* (EUR millions) 156.9 145.0 8.2%
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Revenue at constant currency([1]) 143.0 9.7%
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Adjusted EBITDA([2]) (EUR millions) 33.5 32.2 4.2%
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Adjusted EBITDA at constant currency 31.7 5.8%
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Operating profit before exceptional
items (EUR millions) 29.0 26.4 9.7%
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Profit/(loss) for the period (EUR
millions) 5.8 (1.4) n/a
------------ ------------ ----------
Earnings/(loss) per share - basic
(EUR cents per share) 2.94 (0.72) n/a
------------ ------------ ----------
Adjusted EPS - basic (EUR cents
per share) 10.15 9.12 11.3%
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* All proforma figures have been restated for IFRS 15
-- Net debt of EUR25.2 million at 31 March 2019 (30 September
2018: EUR31.6 million), resulting in leverage of 0.42x (30
September 2018: 0.53x)([3])
-- Interim dividend of 2.63 EUR cents per share, an increase of
5.2% (2018 interim: 2.50 EUR cents per share)
-- Exceptional item: further impairment of Italian business of EUR14.3 million
Operational highlights
-- Continuing market share growth in Poland with revenue up
+11.5% at constant currency. Stock Spirits continues to outperform
its key competitors
-- Ongoing success in the Czech Republic, achieving record
market share with the success of Republica contributing strongly to
the results. Revenue up +14.3% at constant currency
-- Announcing today the acquisition of Bartida, a high-end
On-Trade spirits business in the Czech Republic, for an initial
consideration of EUR7.3 million (with an additional deferred
consideration of up to EUR3.7 million over five years)
-- Signed an agreement to acquire Distillerie Franciacorta, a
leading grappa business in Italy, for EUR23.5 million, with a
further EUR3.0 million payable for land; completion expected in
June (as previously announced in January)
Commenting on the results, Mirek Stachowicz, Chief Executive
Officer, said:
"We delivered a strong organic growth performance in our core
markets of Poland and the Czech Republic in the period, achieving
strong increases in market shares, volume, revenues and profit.
Looking to the future, the recently announced acquisitions in Italy
and the Czech Republic are a clear sign that we are committed to
delivering growth both inorganically and organically. Overall, we
believe that the strength of our brands and our strategy means that
Stock Spirits is well positioned for further success."
S
Analyst presentation
Management will be hosting a presentation for analysts at 9.00am
today at Numis Securities, London Stock Exchange Building, 10
Paternoster Square, London, EC4M 7LT. If you would like to attend,
please contact Powerscourt on the details below.
A webcast of the presentation will also be available via
www.stockspirits.com and a recording made available shortly
afterwards.
For further information:
Stock Spirits Group:
Paul Bal +44 (0) 1628 648 500
Powerscourt +44 (0) 207 250 1446
Rob Greening stockspirits@powerscourt-group.com
Lisa Kavanagh
Jana Tsiligiannis
A copy of this interim results announcement ("announcement") has
been posted on www.stockspirits.com.
Investors can also address any query to
investorqueries@stockspirits.com.
Disclaimer
This announcement may contain statements which are not based on
current or historical fact and which are forward looking in nature.
These forward looking statements may reflect knowledge and
information available at the date of preparation of this
announcement and the Company undertakes no obligation to update
these forward looking statements. Such forward looking statements
are subject to known and unknown risks and uncertainties facing the
Group including, without limitation, those risks described in this
announcement, and other unknown future events and circumstances
which can cause results and developments to differ materially from
those anticipated. Nothing in this announcement should be construed
as a profit forecast.
Basis of Preparation
The financial information contained in these interim results
does not constitute statutory accounts of Stock Spirits Group PLC
within the meaning of Section 434 of the Companies Act 2006.
Statutory accounts for Stock Spirits Group PLC for the 9 months
ended 30 September 2018 were delivered to the Registrar of
Companies. The auditors have reported on the accounts, their report
was:(i) unqualified; (ii) did not include a reference to any
matters to which the auditor drew attention by way of emphasis
without qualifying their report; and (iii) did not constitute a
statement under Section 498(2) or (3) of the Companies Act
2006.
Notes to editors:
About Stock Spirits Group
Stock Spirits is one of Central and Eastern Europe's leading
branded spirits and liqueurs businesses, and offers a portfolio of
products that are rooted in local and regional heritage. With core
operations in Poland, the Czech Republic, Slovakia, Italy, Croatia
and Bosnia & Herzegovina, Stock also exports to more than 50
other countries worldwide. Global sales volumes currently total
over 100 million litres per year.
Stock Spirits has production facilities in Poland, the Czech
Republic and Germany, and its core brands include products made to
long-established recipes such as Stock 84 brandy, Fernet Stock
bitters and Limoncè, as well as more recent creations like Stock
Prestige, o dkowa de Luxe vodkas and Bo kov Republica rum.
Stock Spirits is listed on the main market of the London Stock
Exchange. For the proforma year ended 30 September 2018 it
delivered total revenue of EUR282.4 million and operating profit of
EUR48.7 million.
For further information, please visit www.stockspirits.com
INTERIM MANAGEMENT REPORT
Overview
Due to the change in our accounting year to 30 September last
year, we have presented the six months to 31 March 2019 with
unaudited proforma results for the comparative six month period to
31 March 2018.
We are pleased to report that our interim results show continued
progress across the Group. Overall, the Group grew volumes by
+6.8%, revenue by +9.7% and adjusted EBITDA by 5.8%, despite the
fact that the Easter trading period did not fall within the six
months to March 2018, (whereas it did in the same period last
year). Both our Polish and Czech businesses, which together
represent over 80% of the Group's sales, delivered good growth in
market share, sales and profits. Cash generation continues to be
high, meaning that the Group's financial position remains strong,
even after allowing for an increased interim dividend and payment
for the two acquisitions referred to above. The momentum that we
are seeing is largely organically-driven, supported by the
continued positive economic back-drops in a number of our Central
European markets.
The vodka category in Poland continues to grow in both volume
and value - especially the flavoured category and the more premium
segments - as a result of increasing consumer affluence.
Our Polish business continued to grow share, and saw strong
volume and revenue growth, both on a reported and on a constant
currency basis. We have now delivered 23 months of continuous
year-on-year volume market share growth in the vodka category.
Revenue was up +11.5% (at constant currency), but there was some
margin dilution resulting from channel and brand mix dynamics, as
well as increased marketing investment in support of innovative new
products. Adjusted EBITDA was up +7.4% (at constant currency).
In the Czech Republic, three of the four main spirits categories
- rum, vodka and whisky - are in volume and value growth, which has
more than compensated for a contraction in herbal bitters. The
market has benefitted from a robust economy and an increase in
disposable income which has fuelled up-trading.
Building on our leadership position, we continued to grow share
in the Czech Republic to record levels. Revenue has also grown
strongly, up +14.3% on a constant currency basis. This has also
resulted in strong profit delivery and improved margins, with
adjusted EBITDA up +28.4% (at constant currency).
Italy, which represents around 8% of the Group's revenue and
around 3% of its adjusted EBITDA, remains challenging, with
revenue, profits and margins down. The total market declined
slightly in volume, and value remained flat, with consumption
impacted by high unemployment and low economic growth. The market
remains highly fragmented, but we hold leading positions in several
key categories - including vodka, flavoured vodka and limoncello -
and the number two position in brandy. This will shortly be joined
by the number one Off-Trade position in branded grappa, through the
soon to be completed acquisition of Distillerie Franciacorta, which
will bring more scale to our Italian business as well as greater
sales capability in Premium On-Trade. As trading conditions
currently remain tough, and in light of the disappointing
performance, we have recognised a further impairment write-down
against our existing business in Italy.
Our Other markets include Slovakia, Bosnia, Croatia and other
export activities. Overall revenue in this area was slightly
higher, but mix and margin in Slovakia reduced overall profits.
Elsewhere, in February 2019 our Quintessential Brands Irish
Whiskey Ltd (QBIWL) joint venture commissioned its Dublin
distillery and opened its Visitor Centre. Liquid is now being
produced and laid down. One of the venture's brands, The Dubliner,
is now in distribution in our key markets.
Beyond organic growth, we announced on 31 January 2019 that we
have signed an agreement to acquire Distillerie Franciacorta SpA,
one of the leading Italian producers of grappa, liqueurs and
Franciacorta - a premium Italian sparkling wine that is produced
solely in the prestigious Franciacorta region. The transaction will
establish Stock Spirits as the leading branded grappa player in the
Italian Off-Trade. Completion of the acquisition is expected to
occur in June.
We are today announcing an interim dividend of 2.63 EUR cents
per share, representing an increase of 5.2% versus last year's
interim dividend of 2.50 EUR cents. This is consistent with our aim
of providing progressive dividends, whilst maintaining our ability
to build scale through potential future M&A. Our robust balance
sheet and continued strong cash flow generation provide us with the
capacity for further M&A should suitable opportunities arise.
However, as we have said previously, if no meaningful M&A
activity materialises then we will as a matter of course consider
returning cash to investors via additional shareholder
distributions.
Czech Republic acquisition (post period end)
We are also pleased to announce today that our business in the
Czech Republic has signed contracts for the acquisition of Bartida
sro and its sister company, Bartida Retail sro (together
"Bartida"), a premium spirit drinks business focused on the premium
On-Trade market in Czech Republic. This acquisition will strengthen
our position as a leading player in this segment.
Completion of the transaction is expected to take place on 31
May 2019. Stock Spirits will acquire the entire issued share
capital of the Bartida companies for an initial cash consideration
of EUR7.3 million with a further payment of up to EUR3.7 million
dependent upon the achievement of certain KPIs under an earn-out
mechanism. As part of the transaction, the current owners will
continue to work with Stock Spirits for five years to help ensure a
smooth and successful transition and continue to drive future
growth.
Bartida's portfolio, which comprises both own-brands and
third-party distribution brands, covers the premium end of the rum,
fruit spirits and liqueurs categories, where it fits neatly in
above Stock Spirits' existing portfolio, providing revenue
synergies as well as complementary operational capabilities.
Bartida's focus is on direct sales to premium On-Trade outlets, and
it also has its own e-shop, Demonstration Bar and On-Trade Training
Centre in the centre of Prague. This combination of complementary
product portfolio and route-to-market strengthens Stock Spirits'
existing business in the Czech Republic and is in line with Stock
Spirits' wider premiumisation strategy. Due to the unique concept
and On-Trade capabilities of Bartida, we will keep the unit
operationally independent, whilst also including our own premium
brands within its portfolio. We will also evaluate the feasibility
of rolling out the direct sales model for premium On-Trade outlets
to other markets.
Bartida's sales in the year ended 31 December 2018 (audited)
were EUR8.8 million, operating profit was EUR1 million and the
value of the gross assets of the business at completion is
estimated to be c. EUR3.6 million. The fair value of the assets
acquired and any subsequent goodwill created from the acquisition
will be calculated at completion. The acquisition will be earnings
enhancing in the first full financial year of ownership.
Market performance:
Poland
Stock Spirits is delivering growth ahead of the market in the
two biggest spirits categories in Poland - i.e. vodka and
whisky.
Revenue has grown on a reported basis by +9.1% to EUR83.8
million, and on a constant currency basis revenue is up EUR8.6
million versus EUR75.2 million last half year (proforma), growth of
+11.5%. Reported adjusted EBITDA in H1 was EUR19.7 million versus
EUR18.7 million last half year (proforma). On a constant currency
basis adjusted EBITDA has increased by EUR1.4 million, with a
margin of 23.5% slightly below that of the last proforma half year
of 24.4%, reflecting the channel and brand mix impact to gross
margin and the higher marketing investment in the current
period.
In the wider market, vodka, the largest spirits category in
Poland, continues to perform positively, delivering volume growth
(+0.5%) and value growth (+1.8%).
This is due in part to greater growth from the total flavoured
segment's value (+4.4%), which commands higher average selling
prices per litre than total clear vodka. The flavoured segment has
growing appeal with young adults and female drinkers and its
accessible taste profile is ideally suited to the increasing
popularity of usage occasions where males and females drink
together.
Total vodka value growth is also underpinned by double digit
value growth of total premium clear vodka (+15.2%) as increasing
affluence and economic stability in Poland encourage consumers to
trade up to higher quality at higher average price points. This
contrasts with the continued acute competitive pricing pressure at
lower price segments.
Stock Spirits is the fastest growing major player by volume
(+9.7%) and value (+9.2%) in the Polish vodka market. This has
increased Stock Spirits' value share from 26.6% to 28.4% (on a
moving annual total (MAT) basis). Stock Spirits' volume and value
growth rates are ahead of the category in both the clear and
flavoured segments and across all vodka price segments, including
total premium, mainstream and economy. Our category leading growth
has been achieved through up-weighted focus on our flavoured range
(primarily Lubelska and Saska) coupled with the success of our
premiumisation initiatives in clear vodka, where Stock Prestige and
Amundsen Expedition continue to grow share.
Whisky, the second largest and fastest growing spirits category
in Poland, achieved volume growth (+10.1%) and value growth
(+10.6%). At this stage of the whisky category's evolution, the
majority of growth is being delivered via the discounter channel,
where the major multinational whisky players are driving trial and
consumption using the rapid penetration growth offered by the
channel. Stock Spirits' success in vodka is mirrored in the whisky
category, where Stock Spirits grew Jim Beam, its key distribution
brand's volume (+15.5%) and value (+16.6%), well ahead of the total
category, and increased Jim Beam's value share from 8.8% last year
to 9.2% this year.
On 16 April 2019, the Polish government published its 'Long Term
Financial Plan' for 2019-2022 with a proposed 3% increase in excise
duty on spirits, beer and wine from January 2020. We will implement
the necessary actions to manage the change.
Czech Republic
Having addressed the trade-related headwinds encountered last
year in the Czech Republic, Stock Spirits is delivering growth
ahead of the spirits market and a good financial performance.
Revenue has grown on a reported basis by +13.2% to EUR44.9
million, and on a constant currency basis revenue is up EUR5.7
million versus EUR39.2 million last proforma half year, or growth
of +14.3%. Reported EBITDA in H1 was EUR15.4 million versus EUR12.1
million last half year (proforma). On a constant currency basis
EBITDA has increased by EUR3.4 million, a margin of 34.3%, an
improvement of 380 bps, as marketing spend in the current period
returned to normalised levels.
In the wider market, total spirits remain in positive volume
(+1.0%) and value (+4.0%) growth, and are continuing to benefit
from the robust economy and increasing disposable income in the
Czech Republic. As in Poland, growing consumer affluence is
fuelling expanded spirits consumption and consumers are trading up
to higher quality, and higher price point, products.
Three of the four biggest spirits categories - i.e. rum, vodka
and whisky - are in volume and value growth (on a MAT basis), which
more than compensated for a contraction in total demand for herbal
bitters.
Notwithstanding its leadership position, Stock Spirits has grown
its total volume market share (+0.9%) whilst out-performing the
market in value market share growth (+7.3%), increasing its market
leading value share of total spirits from 33.6% to a 5-year record
of 34.7%.
Our Bo kov brand strategy, which offers a wider mix of variants
with increased choice and price range across the segments, is
delivering positive results. Stock grew value share of rum from
61.4% last year to 65.1%. Our core Bo kov tuzemsky range continues
to deliver volume and value growth in the current period, but our
most notable success in the rum category is the outstanding
continued performance of our Republica premium product, launched in
March last year, which has achieved brand leadership in the premium
rum segment and driven total category value growth.
In the whisky category, Stock Spirits' expanded distribution
portfolio, which has been strengthened by the addition of Beam
Suntory's brands last year, grew value share from 7.2% to
11.1%.
The growth achieved in rum and whisky more than compensated for
the contraction of our total vodka share in Czech, where the
expansion of private label offerings has taken share from the
longer established vodka brands. It has also offset the contraction
of the herbal bitters category and share decline from Fernet
Stock.
To address these issues, we have revisited our vodka promotional
activity, whilst in bitters the Fernet Stock range was relaunched
in March 2019 with new improved premium packaging and flavour
innovation, supported by a comprehensive consumer communications
campaign. Early indications from both initiatives are positive,
with an improving performance in the period for Stock Spirits' key
brands in both categories.
Our other premium NPD, Black Fox, is steadily growing share of
premium herbal bitters. Black Fox is a long term trial building
investment as it is a completely new brand, and it is helping to
broaden the appeal of our herbal bitters portfolio to young adult
drinkers.
On 5 April 2019, the Ministry of Finance in Czech proposed a
c.13% increase in duty on spirits with effect from January 2020. If
confirmed, we will implement the necessary actions to manage the
change.
Italy
Italy accounts for 7.8% of the Group's sales and 3.4% of its
adjusted EBITDA. Revenue was down by -3.8% to EUR12.2 million and
adjusted EBITDA in H1 was EUR1.1 million versus EUR2.9 million last
half year (proforma), with a decrease in margin, partly due to
higher marketing investment.
The market is highly fragmented, across several mature spirits
categories including bitters, vodka, brandy, whiskey and liqueurs.
Whilst Stock Spirits has a relatively small overall share of total
spirits, with 5.9% volume share in our main focus area of the
modern Off-Trade channel, we hold leading positions in several key
categories - including number one brands in the clear vodka,
vodka-based liqueurs and limoncello categories, and the number two
brand in brandy. This will shortly be joined by the number one
Off-Trade brand in grappa, through the soon to be completed
acquisition of Distillerie Franciacorta.
Trading conditions remain tough, with a high level of
unemployment and low growth impacting consumer consumption. As a
result of these trends, the total Off-Trade market declined
slightly in volume (-0.9%) and value remained flat (+0.3%) in the
period.
Against this backdrop, Stock Spirits' total volume share in our
focus modern trade channel was slightly down to 5.9%, with value
share slightly down to 5.5%. Stock Spirits maintained overall share
in clear vodka and gained share in brandy but, as a result of the
softening market and strong growth of private label, there were
losses in flavoured vodka-based liqueurs and limoncello. This
performance in flavoured vodka-based liqueurs has caused us to
revisit the potential and other opportunities across the wider
portfolio.
In light of the challenges still being experienced, we have
recorded a further impairment of EUR14.3 million against the
carrying value of goodwill and intangible assets in Italy.
We are delighted to be acquiring Distillerie Franciacorta, which
is a business with a fantastic heritage and outstanding brands.
Stock Spirits is acquiring the entirety of Distillerie
Franciacorta's spirits and liqueurs business, together with land
for the construction of a new production facility. We are also
acquiring the prestigious Franciacorta wine brands, although all
aspects of the wine manufacturing will be retained by the vendor.
As part of this transaction, we will also take a long-term lease of
the historic Borgo San Vitale site, the distillery and
visitor-centre that is an integral part of Distillerie
Franciacorta's heritage.
Grappa is Italy's fourth largest spirits category, and the total
premium-price segments in which the Franciacorta brands are
positioned grew by 4.8% in value from 2016 to 2017 (IWSR 2018). We
see clear synergies with our existing operations, both in the
On-Trade, where Stock Spirits can leverage Distillerie
Franciacorta's strong presence, and in the Off-Trade, where the
acquired brands will benefit from Stock Spirits' current coverage.
Further details of the transaction can be found in the announcement
that was made on 31 January 2019.
In Italy, there are also recent announced proposals to increase
VAT from 22% to 25% and/or an increase in excise tax from 1 January
2020. If confirmed, we will implement the necessary actions to
manage the change.
Other markets
Other markets includes Slovakia, Bosnia, Croatia and other
export activities. Revenue was up +0.8% to EUR16.1 million and
adjusted EBITDA in H1 was EUR3.1 million versus EUR3.7 million last
half year (proforma).
Slovakia
In Slovakia, total spirits market volume was flat whilst value
grew (+1.1%). Stock Spirits continues to premiumise its range to
grow value in the highly competitive Slovakian market and has
maintained value share of total spirits (12.0%) this year versus
last year (12.1%).
Brand building investment on Amundsen clear vodka drove value
growth (+14.7%), well ahead of total vodka category growth (+1.6%).
In the fruit spirits category, Golden Ladova (Ice), our premium
variant, grew value (+10.3%), helping to offset overall fruit
spirits category decline (-4.1%).
As in the Czech Republic, Stock Spirits maintained leadership in
herbal bitters, despite aggressive price promotional activity by
major competitors. The relaunch of the Fernet Stock range from
April 2019, launched in Slovakia in tandem with the Czech Republic,
is planned to support a return to share growth.
NPD also drove premiumisation. Bo kov Republica was rolled out,
and we entered the Borovička (Juniper) category using the premium
Golden Ladova (Ice) brand, which helped drive a (+14.3%) value
growth for Stock in that category.
Stock Spirits' fastest value growth in Slovakia was in whisky.
Having begun distribution of Beam Suntory's range in May 2017, Jim
Beam's value share increased to 7.7% from 5.9%, with value growth
+38.6%.
These initiatives contributed to stable overall volume and value
share for Stock in Slovakia, maintaining our position as the second
biggest spirits company in the Off-Trade.
International
In Croatia we have had pleasing results from Stock 84 brandy,
resulting from a relaunch of the brand last year, which reinforces
our market leading position in imported brandy. All distribution
brands have been performing well, including the Beam brands, Beluga
and The Dubliner Irish whiskey.
A new distributor in Germany was appointed in January 2018 and
has already delivered tangible results by gaining listings in the
retail segment for our Polish brands. A new distributor for the UK
market was also appointed in January 2019 and as a result we
anticipate more traction for our brands in the UK in future.
Sources for all market data as referenced above: All data quoted
is MAT to end March 2019, from Nielsen for Poland, Czech Republic
and Slovakia and from IRI and IWSR for Italy.
Financial performance
Due to the year-end change in 2018, the results for the
comparative six month period to 31 March 2018 are presented on a
proforma basis. The basis of preparation is outlined in note 2 of
the unaudited interim condensed consolidated financial
statements.
Volumes for the period were up 6.8% as a result of the strong
performance from Poland and Czech, supported by the market share
increases as outlined above.
Reported revenue was up +8.2% to EUR156.9 million (H1 2018:
EUR145.0 million) as a result of strong increases in volume (+6.8%)
and mix (+4.7%), from the continuing success of our premiumisation
strategy. This has been partly offset by foreign exchange
differences (-1.5%) due to the weakening of the Polish Zloty and
Czech Koruna versus the Euro, and by pricing (-1.8%) primarily due
to channel mix in Poland (increased volumes through discounters) as
well as pricing pressure on the Bo kov core brand in Czech.
Cost of goods sold has increased in absolute terms by +12% and
the cost per litre has increased +6.8% (at constant currency) to
EUR1.25 per litre (H1 2018: EUR1.17 per litre). Besides
inflationary increases at our production facilities in Poland,
Czech and Germany, there was higher volume of premium (and
therefore higher cost) products sold, both of owned brands and
those of third party distribution brands which are primarily whisky
products. The relative increase of third party brands sold in the
period versus own brands, especially in the Discounter channel in
Poland, was a key factor in the gross margin reduction to 47.0% (H1
2018: 48.8%).
Selling expenses have increased by 2.9% to EUR28.9 million due
to increased promotional expenditure. Overheads reduced by -1.4% to
EUR15.1 million reflecting our continuing focus on the underlying
cost base.
In December 2017 an exceptional expense of EUR14.9 million was
reported due to the impairment of the carrying value of goodwill in
Italy. The Italian market experienced a poor Christmas retail
period at the end of 2018 and this has contributed to our results
in Italy continuing to decline year-on-year. This has led us to
recognise a further reduction in the carrying value of goodwill and
intellectual property. Therefore, a further EUR14.3 million
non-cash impairment has been recorded as an exceptional expense in
the current period. We intend to address the decline of our current
Italian business through increased scale (via M&A) as well as
by focusing further investment on a wider range of our core brands
and premium growth opportunities.
The investment in the Irish whiskey venture, Quintessential
Brands Irish Whiskey Limited, continues to plan with the Dublin
distillery and brand home now open as of February 2019. The venture
is now generating its own liquid to lay down and mature for the
brands. The Dubliner whiskey is now in distribution across our key
markets.
Operating profit for the period was EUR14.7 million, an increase
of +27.6% versus H1 2018 (EUR11.5 million). Adjusted EBITDA also
increased by +4.2% to EUR33.5 million (H1 2018: EUR32.2 million)
with a softening of margin to 21.4% (H1 2018: 22.2%) due to the
impact on gross margin as outlined above.
Although net debt is lower by EUR6.4 million to EUR25.2 million
at the period end (versus the opening position at 1 October 2018),
cash drawings against our facility have been used to finance
working capital flows, tax payments and dividends. The cash
balances retained currently on the balance sheet will therefore
reduce as we pay out dividends in the future. Consequently, net
finance costs have increased marginally by EUR0.3 million to EUR2.1
million in the period.
As set out in the principal risks and uncertainties and in note
9 of the interim condensed consolidated financial statements, the
Group is exposed to a number of tax risks in the countries in which
it operates. As disclosed in our Annual Report and Accounts in
September 2018, the 2013 tax return in relation to our Polish
subsidiary remains open. In December 2018 we received an assessment
in relation to aspects of its pre-IPO intellectual property
restructuring and certain other historic intra-group transfer
pricing matters. With regards to historical intercompany
transaction risks, tax of EUR0.7 million and penalty interest of
EUR0.3 million has been paid, both of which had been provided for
at the 2018 year-end. During March 2019 the Polish tax authorities
recalculated and reduced the penalty interest to EUR0.1m. In
relation to the amortisation of the intellectual property assets,
the assessment of tax and penalty interest of EUR4.5 million was
received and paid. We lodged an immediate appeal against this
latter element of the assessment. On advice from our tax advisors
and legal counsel, it is considered that our appeal will ultimately
be successful, and therefore this payment has been treated as a
recoverable asset on our balance sheet. During March 2019 the
Polish tax authorities recalculated and reduced the penalty
interest, and therefore the EUR4.5 million subject to appeal has
been reduced to EUR3.9 million.
An exceptional expense was booked in December 2017 in relation
to deferred tax in Poland of EUR4.7 million which has been included
in the comparative period tax charge.
Adjusted basic earnings per share were reported as 10.15 EUR
cents for the period, growth of +11.3% versus an adjusted value in
H1 2018 of 9.12 EUR cents per share.
Free cash flow was strong and its conversion rate (being free
cash flow as a percentage of adjusted EBITDA as per note 6 in the
interim accounts) was 93.2% (H1 2018: 79.0%). The improvement
derives from the reduction of inventory which was built up in Q1
(of the 2018 calendar year) due to the potential rum ether issue in
Czech. That issue was resolved last year and the higher inventory
levels have been unwound.
Net free cash flow (free cash flow less M&A, financing and
tax) reduced to EUR17.6 million in the period (H1 2018: EUR20.0
million). This was due to the EUR4.7 million tax payments made for
the Polish tax assessment as outlined above, as well as a EUR3.0
million refundable deposit paid on the signing of the agreement to
acquire Distillerie Franciacorta in Italy as announced in January
2019 (refundable if certain conditions precedent are not completed
by the vendors prior to expected completion in June 2019).
Leverage has reduced to 0.42x (September 2018: 0.53x), which
allows for liquidity and flexibility for the future growth of the
business.
The expected completion of our Italian acquisition, Distillerie
Francicorta, and the signing of the agreement to purchase Bartida
in Czech, as noted above, have been disclosed as post balance sheet
events in our interim accounts.
The Board of Directors has agreed an interim dividend payment of
2.63 EUR cents per share, an increase of 5.2% on the prior year
interim dividend. The dividend will be paid on 21 June 2019, with a
record date of 31 May 2019 (shareholders on the register at the
close of business on 30 May 2019). The Euro: Sterling exchange rate
will be fixed on the record date.
Outlook
We are pleased with the ongoing performance of our business,
particularly in Poland and the Czech Republic and are continuing to
deliver against our four pillar strategy. Following the recent
agreements to acquire businesses in Italy and the Czech Republic,
we continue to assess a range of acquisition opportunities that
would deliver enhanced growth and shareholder value for the future.
However, as we have said previously, if no significant M&A
occurs then we will consider additional shareholder
distributions.
Overall, we continue to believe that the strength of our brands
and the viability of our strategy means that Stock Spirits is well
positioned for further success in FY19 and beyond.
Going concern
After making enquiries, the Directors have a reasonable
expectation that the Company and its subsidiaries have adequate
resources to continue in operational existence for at least the
next twelve months. For this reason, they continue to adopt the
going concern basis in preparing the consolidated financial
information of the Group.
Principal Risks and uncertainties
The Board considers the principal risks and uncertainties for
the Group are:
-- Economic & Political risk, including Brexit - The Group's
results are affected by overall economic conditions in its key
geographic markets and the level of consumer confidence and
spending in those markets. The Group's operations are primarily in
Central and Eastern Europe markets where there is a risk of
economic and regulatory uncertainty which can directly or
indirectly impact the consumption of alcohol. Political, economic
and legal systems and conditions in emerging economies are
generally less predictable. Brexit is not considered to be a
principal risk or uncertainty for the Group, for the reasons set
out on page 25 of the Stock Spirits Group Annual Report 2018.
-- Taxes - Increases in taxes, particularly increases to excise
duty rates and VAT, could adversely affect the demand for the
Group's products. An example are the excise tax increases as
proposed in Poland, Czech and Italy as outlined above. The Group
may also be exposed to tax liabilities resulting from tax audits.
The Group continues to manage audits and other challenges brought
by tax authorities. Changes in tax laws and related interpretations
and increased enforcement actions and penalties may alter the
environment in which the Group does business. In addition, certain
tax positions taken by the Group are based on industry practice and
external tax advice and/or are based on assumptions and involve a
significant degree of judgement.
-- Strategic transactions - Key objectives of the Group are: (i)
the development of new products and variants; (ii) expansion in the
Central and Eastern European region and certain other European
countries, through the acquisition of additional businesses; and
(iii) distribution agreements with world-class brand partners.
Unsuccessful launches or failure by the Group to fulfil its
expansion plans or integrate completed acquisitions, or to maintain
and develop its third party brand relationships, could have a
material adverse effect on the Group's growth potential and
performance.
-- Marketplace & Competition - The Group operates in a
highly competitive environment and faces competitive pressures from
both local and international spirits producers, which may result in
pressure on prices and loss of market share.
Further detail on the principal risks and uncertainties
affecting the business activities of the Group are set out on pages
20 to 25 in the Stock Spirits Group Annual Report 2018, a copy of
which is available on the Company's website at
www.stockspirits.com. In the view of the Board there is no material
change in these risks in respect of the remaining six months of the
year.
Responsibility statement of the Directors in respect of the
half-yearly financial report
We confirm to the best of our knowledge:
The condensed set of financial statements has been prepared in
accordance with IAS 34 Interim Financial Reporting as adopted by
the EU
The interim management report includes a fair review of the
information required by:
a) DTR 4.2 7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
b) DTR 4.2 8R of the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place in the first
six months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do so.
Board of Directors
The Board of Directors as at 14 May 2019 is as follows: David
Maloney (Chairman), Mirek Stachowicz (Chief Executive Officer),
Paul Bal (Chief Financial Officer), John Nicolson (Senior
Independent Non-Executive Director), Mike Butterworth (Independent
Non-Executive Director), Tomasz Blawat (Independent Non-Executive
Director), Diego Bevilacqua (Independent Non-Executive Director),
and Kate Allum (Independent Non-Executive Director).
For and on behalf of the Board of Directors:
Mirek Stachowicz David Maloney
Chief Executive Officer Chairman
14 May 2019
Stock Spirits Group PLC
Unaudited Interim Condensed
Consolidated Financial Statements
Six-month period ended 31 March 2019
Independent Review Report to Stock Spirits Group PLC
Conclusion
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 31 March 2019 which comprises the Interim
Condensed Consolidated Income Statement, Interim Condensed
Consolidated Statement of Comprehensive Income, Interim Condensed
Consolidated Statement of Financial Position, Interim Condensed
Consolidated Statement of Changes in Equity, Interim Condensed
Consolidated Statement of Cash Flows, and the related explanatory
notes.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 31
March 2019 is not prepared, in all material respects, in accordance
with IAS 34 Interim Financial Reporting as adopted by the EU and
the Disclosure Guidance and Transparency Rules ("the DTR") of the
UK's Financial Conduct Authority ("the UK FCA").
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity issued by the Auditing Practices Board for use in the
UK. A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. We read the other information contained in the
half-yearly financial report and consider whether it contains any
apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
The impact of uncertainties due to the UK exiting the European
Union on our review
Uncertainties related to the effects of Brexit are relevant to
understanding our review of the condensed financial statements.
Brexit is one of the most significant economic events for the UK,
and at the date of this report its effects are subject to
unprecedented levels of uncertainty of outcomes, with the full
range of possible effects unknown. An interim review cannot be
expected to predict the unknowable factors or all possible future
implications for a company and this is particularly the case in
relation to Brexit.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the directors. The directors are responsible
for preparing the half-yearly financial report in accordance with
the DTR of the UK FCA.
As disclosed in note 2, the annual financial statements of the
group are prepared in accordance with International Financial
Reporting Standards as adopted by the EU. The directors are
responsible for preparing the condensed set of financial statements
included in the half-yearly financial report in accordance with IAS
34 as adopted by the EU.
Our responsibility
Our responsibility is to express to the company a conclusion on
the condensed set of financial statements in the half-yearly
financial report based on our review.
The purpose of our review work and to whom we owe our
responsibilities
This report is made solely to the company in accordance with the
terms of our engagement to assist the company in meeting the
requirements of the DTR of the UK FCA. Our review has been
undertaken so that we might state to the company those matters we
are required to state to it in this report and for no other
purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the company for our
review work, for this report, or for the conclusions we have
reached.
Simon Haydn-Jones
For and on behalf of KPMG LLP
Chartered Accountants
Arlington Business Park
Theale
Reading
RG7 4SD
14 May 2019
Interim condensed consolidated income statement
For the six months ended 31 March 2019
Six months Six months
ended 31 ended 31
March 2019 March 2018
Unaudited Unaudited
Notes EUR000 EUR000
Revenue 5 156,908 145,050
Cost of goods sold (83,142) (74,206)
Gross profit 73,766 70,844
Selling expenses (28,894) (28,079)
Other operating expenses (15,063) (15,282)
Impairment loss on trade and other
receivables (420) (842)
Share of loss of equity-accounted
investees, net of tax 14 (422) (245)
Operating profit before exceptional
expense 28,967 26,396
Exceptional expense 7 (14,295) (14,900)
Operating profit 14,672 11,496
Finance income 8 103 246
Finance costs 8 (2,171) (2,040)
Profit before tax 12,604 9,702
Income tax expense 9 (6,763) (6,443)
Exceptional tax expense 9 - (4,700)
Profit/(loss) for the period 5,841 (1,441)
------------ ------------
Attributable to:
Equity holders of the Parent 5,841 (1,441)
------------ ------------
Earnings/(loss) per share, (EURcents),
attributable to equity holders
of the Parent
Basic 10 2.94 (0.72)
Diluted 10 2.92 (0.72)
------------ ------------
Interim condensed consolidated statement of comprehensive
income
For the six months ended 31 March 2019
Six months Six months
ended 31 ended 31
March 2019 March 2018
Unaudited Unaudited
EUR000 EUR000
Profit/(loss) for the period 5,841 (1,441)
Other comprehensive (expense)/income
Other comprehensive (expense)/income to
be reclassified to profit or loss in subsequent
periods:
Exchange differences arising on translation
of foreign operations (99) 3,808
Total comprehensive income for the period,
net of tax 5,742 2,367
============ ============
Interim condensed consolidated statement of financial
position
As at 31 March 2019
31 March 30 September
2019 2018
Unaudited Audited
Notes EUR000 EUR000
Non-current assets
Intangible assets - goodwill 11 38,208 45,940
Intangible assets - other 12 303,619 311,129
Property, plant and equipment 13 47,180 47,265
Investment in equity accounted
investee 14 16,572 16,994
Deferred tax assets 572 589
Other assets 4,720 4,742
410,871 426,659
----------- ---------------
Current assets
Inventories 33,167 30,711
Trade and other receivables 115,297 119,238
Other assets 3,134 135
Current tax assets 4,329 863
Cash and cash equivalents 15 75,695 50,143
231,622 201,090
----------- ---------------
Total assets 642,493 627,749
=========== ===============
Non-current liabilities
Financial liabilities 16 100,541 81,300
Other financial liabilities 2,664 2,692
Deferred tax liabilities 48,344 47,421
Provisions 1,090 1,082
Trade and other payables 424 287
153,063 132,782
----------- ---------------
Current liabilities
Trade and other payables 67,668 72,080
Financial liabilities 16 15 16
Other financial liabilities 58 66
Income tax payable 8,754 8,149
Indirect tax payable 66,434 62,058
Provisions 168 717
143,097 143,086
----------- ---------------
Total liabilities 296,160 275,868
----------- ---------------
Net assets 346,333 351,881
=========== ===============
Interim condensed consolidated statement of financial
position
As at 31 March 2019
31 March 30 September
2019 2018
Unaudited Audited
Notes EUR000 EUR000
Capital and reserves
Issued capital 18 23,625 23,625
Merger reserve 99,033 99,033
Consolidation reserve 5,130 5,130
Own share reserve 18 (3,036) (3,370)
Other reserve 18 11,613 11,406
Foreign currency translation
reserve 18 13,816 13,915
Retained earnings 196,152 202,142
Total equity 346,333 351,881
Total equity and liabilities 642,493 627,749
=========== ===============
Interim condensed consolidated statement of changes in equity
For the six months ended 31 March 2019
Foreign
Own currency
Issued Share Merger Consolidation share Other translation Retained Total
capital premium reserve reserve reserve reserve reserve earnings equity
EUR000 EUR000 EUR000 EUR000 EUR000 EUR000 EUR000 EUR000 EUR000
Balance at 1
October 2017
(unaudited) 23,625 183,541 99,033 5,130 (356) 10,809 10,860 22,162 354,804
Loss for the
period - - - - - - - (1,441) (1,441)
Other
comprehensive
income - - - - - - 3,808 - 3,808
-------- ---------- --------- -------------- -------- -------- ------------ --------- ---------
Total
comprehensive
income/(expense) - - - - - - 3,808 (1,441) 2,367
-------- ---------- --------- -------------- -------- -------- ------------ --------- ---------
Share-based
payment
compensation
charge - - - - - 1,115 - - 1,115
Own shares
utilised for
incentive schemes - - - - 50 - - (50) -
Balance at 31
March 2018
(unaudited) 23,625 183,541 99,033 5,130 (306) 11,924 14,668 20,671 358,286
-------- ---------- --------- -------------- -------- -------- ------------ --------- ---------
Profit for the
period - - - - - - - 14,792 14,792
Other
comprehensive
(expense)/income - - - - - - (753) 4 (749)
-------- ---------- --------- -------------- -------- -------- ------------ --------- ---------
Total
comprehensive
(expense)/income - - - - - - (753) 14,796 14,043
-------- ---------- --------- -------------- -------- -------- ------------ --------- ---------
Share-based
payment
compensation
credit - - - - - (518) - - (518)
Dividends - - - - - - - (16,398) (16,398)
Own shares
acquired for
incentive schemes - - - - (3,532) - - - (3,532)
Own shares
utilised for
incentive schemes - - - - 468 - - (468) -
Cancellation of
share
premium - (183,541) - - - - - 183,541 -
-------- ---------- --------- -------------- -------- -------- ------------ --------- ---------
Balance at 30
September
2018 (audited) 23,625 - 99,033 5,130 (3,370) 11,406 13,915 202,142 351,881
-------- ---------- --------- -------------- -------- -------- ------------ --------- ---------
Profit for the
period - - - - - - - 5,841 5,841
Other
comprehensive
expense - - - - - - (99) - (99)
-------- ---------- --------- -------------- -------- -------- ------------ --------- ---------
Total
comprehensive
(expense)/income - - - - - - (99) 5,841 5,742
-------- ---------- --------- -------------- -------- -------- ------------ --------- ---------
Share-based
payment
compensation
charge - - - - - 663 - - 663
Exercise of share
options - - - - - (456) - 456 -
Dividends - - - - - - - (11,953) (11,953)
Own shares
utilised for
incentive schemes - - - - 334 - - (334) -
Balance at 31
March 2019
(unaudited) 23,625 - 99,033 5,130 (3,036) 11,613 13,816 196,152 346,333
-------- ---------- --------- -------------- -------- -------- ------------ --------- ---------
Interim condensed consolidated statement of cashflows
For the six months ended 31 March 2019
Six months Six months
ended 31 ended 31
March 2019 March 2018
Unaudited Unaudited
Notes EUR000 EUR000
Operating activities
Profit/(loss) for the period 5,841 (1,441)
Adjustments to reconcile profit
for the period to net cashflows:
Income tax expense recognised in
income statement 9 6,763 11,143
Interest expense and bank commissions 8 2,171 2,040
Loss on disposal of tangible and
intangible assets 28 507
Other financial income 8 (83) (144)
Depreciation of property, plant
and equipment 13 3,367 4,855
Amortisation of intangible assets 12 775 671
Impairment of goodwill and intangible
assets 11, 12 14,295 14,900
Net foreign exchange gain 8 (20) (102)
Share-based compensation charge 663 1,115
Share of loss of equity-accounted
investees, net of tax 14 422 245
(Decrease)/increase in provisions (570) 887
------------ ------------
33,652 34,676
Working capital adjustments
Decrease in trade receivables and
other assets 3,954 3,670
Increase in inventories (2,456) (4,827)
Increase/(decrease) in trade payables
and other liabilities 804 (4,400)
2,302 (5,557)
Cash generated by operations 35,954 29,119
Income tax paid (8,423) (3,616)
Net cashflow from operating activities 27,531 25,503
------------ ------------
Investing activities
Interest received 8 83 144
Payments to acquire intangible
assets 12 (511) (1,055)
Purchase of property, plant and
equipment 13 (4,194) (2,670)
Proceeds from sale of property,
plant and equipment 7 25
Advance payment for investment 22 (3,000) -
Net cashflow from investing activities (7,615) (3,556)
------------ ------------
Financing activities
New borrowings raised 16 19,505 4,162
Interest paid (2,282) (1,928)
Dividends paid to equity holders (11,953) -
of the parent
Net cashflow from financing activities 5,270 2,234
------------ ------------
Net increase in cash and cash equivalents 25,186 24,181
Cash and cash equivalents at the
start of the period 50,143 40,126
Effect of exchange rates on cash
and cash equivalents 366 1,086
Cash and cash equivalents at the
end of the financial period 15 75,695 65,393
============ ============
Notes to the interim condensed consolidated financial
statements
for the six months ended 31 March 2019
1. Corporate information
The interim condensed consolidated financial statements of Stock
Spirits Group PLC (the "Company") and its subsidiaries (the
"Group") for the six months ended 31 March 2019 were authorised for
issue in accordance with a resolution of the directors on 14 May
2019.
Stock Spirits Group PLC is domiciled in England. The Company's
registered office is at Solar House, Mercury Park, Wooburn Green,
Buckinghamshire, HP10 0HH, United Kingdom.
The Company, together with its subsidiaries, is involved in the
production and distribution of branded spirits in Central and
Eastern Europe.
2. Basis of preparation
The interim condensed consolidated financial statements for the
six months ended 31 March 2019 have been prepared on a going
concern basis in accordance with IAS 34 Interim Financial Reporting
as adopted by the European Union.
The annual financial statements of the Group are prepared in
accordance with International Financial Reporting Standards
("IFRSs") as adopted by the EU. As required by the Disclosure and
Transparency Rules of the Financial Conduct Authority, the
condensed set of financial statements has been prepared applying
the accounting policies and presentation that were applied in the
preparation of the Company's published consolidated financial
statements for the period ended 30 September 2018.
The financial information contained in this interim statement,
which is unaudited, does not constitute statutory accounts as
defined by the Companies Act 2006. The interim condensed
consolidated financial statements do not include all the
information and disclosures required in the annual financial
statements, and should be read in conjunction with the Group's
annual financial statements as at 30 September 2018. The annual
financial statements of the Group were prepared in accordance with
IFRS as adopted by the European Union and can be found on the
Group's website at www.stockspirits.com.
The financial information for the six months ended 31 March 2019
and the comparative financial information for the six months ended
31 March 2018 has not been audited, but has been reviewed. The
comparative figures included in the Interim condensed consolidated
statement of financial position for the financial period ended 30
September 2018 are the company's statutory accounts for that
financial period. Those accounts have been reported on by the
Company's auditor and delivered to the registrar of companies. The
report was (i) unqualified (ii) did not include a reference to any
matters to which the auditor drew attention by way of emphasis
without qualifying their report, and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act
2006.
Having made appropriate enquiries, the Directors have a
reasonable expectation that the Group has adequate resources to
continue in existence for the foreseeable future. Accordingly, it
is appropriate to adopt the going concern basis in preparing the
interim condensed consolidated financial statements.
The consolidated financial information is presented in Euros
('EUR'). The closing foreign exchange rates used to prepare these
financial statements are as follows:
31 March 30 March 30 September
2019 2018 2018
PLN 4.30 4.21 4.28
CZK 25.82 25.42 25.70
GBP 0.86 0.88 0.89
CHF 1.12 1.18 1.13
3. Significant accounting policies
The accounting policies adopted in the preparation of the
interim condensed consolidated financial statement are consistent
with those followed in the preparation of the Group's annual
consolidated financial statements for the period ended 30 September
2018.
New/revised standards and interpretations adopted in 2019
There are no amendments to existing standards or interpretations
which were newly effective in the period to 31 March 2019.
Following the change of year end to 30 September, IFRS 16 Leases
will become effective from 1 October 2019.
4. Use of estimates and judgements
The preparation of the interim financial information requires
management to make judgments, estimates and assumptions that effect
the application of policies and reported amounts of certain assets,
liabilities, revenues and expenses. These are discussed on page 123
of the Group's 2018 annual financial statements. Estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the period in which the
estimate is revised, if the revision affects only that period, or
in the period of revision and future periods if the revision
affects both the current and future periods.
5. Segmental analysis
In identifying its operating segments, management follows the
Group's geographic split, representing the main products traded by
the Group. The Group is considered to have five reportable
operating segments: Poland, Czech Republic, Italy, Other
Operational and Corporate. The Other Operational segment consists
of the results of operations of the Slovakian, International and
Baltic Distillery entities. The Corporate segment consists of
expenses and central costs incurred by non-trading Group
entities.
Each of these operating segments is managed separately as each
of these geographic areas require different marketing approaches.
All inter-segment transfers are carried out at arm's length prices.
The measure of revenue reported to the chief operating
decision-maker to assess performance is based on external revenue
for each operating segment and excludes intra-Group revenues. The
measure of EBITDA reported to the chief operating decision-maker to
assess performance is based on operating profit and excludes
intra-Group profits, depreciation and amortisation.
The Group has presented a reconciliation from profit before tax
per the consolidated income statement to EBITDA below:
For the six months ended 31 March For the six months ended 31 March
2019 2018
EUR000 EUR000
Profit before tax 12,604 9,702
Share of loss of equity-accounted
investees, net of tax 422 245
Net finance charges 2,068 1,794
-------------------------------------- --------------------------------------
15,094 11,741
Depreciation and amortisation (note
12,13) 4,142 5,527
-------------------------------------- --------------------------------------
EBITDA 19,236 17,268
-------------------------------------- --------------------------------------
Exceptional expense 14,295 14,900
-------------------------------------- --------------------------------------
Adjusted EBITDA 33,531 32,168
-------------------------------------- --------------------------------------
Adjusted EBITDA margin 21.4% 22.2%
-------------------------------------- --------------------------------------
Total assets and liabilities are not disclosed as this
information is not provided by segment to the chief operating
decision-maker on a regular basis.
Poland Czech Italy Other Operational Corporate Total
Republic
31 March 2019 EUR000 EUR000 EUR000 EUR000 EUR000 EUR000
External revenue 83,794 44,862 12,190 16,062 - 156,908
------- ---------- ------- ------------------ ---------- --------
Adjusted EBITDA 19,707 15,371 1,141 3,105 (5,793) 33,531
------- ---------- ------- ------------------ ---------- --------
Poland Czech Italy Other Operational Corporate Total
Republic
31 March 2018 EUR000 EUR000 EUR000 EUR000 EUR000 EUR000
External revenue 76,803 39,634 12,672 15,941 - 145,050
------- ---------- ------- ------------------ ---------- --------
Adjusted EBITDA 18,732 12,088 2,948 3,697 (5,297) 32,168
------- ---------- ------- ------------------ ---------- --------
Disaggregation of revenue is by operating segment only. This
also equates to primary geographical market. Revenue other than
from sales of branded spirits represents a very small proportion of
total revenue. Products are largely transferred at a point in time
and so there is limited variance in the timing of revenue
recognition.
Seasonality
Sales of spirits beverages are somewhat seasonal, with the
fourth calendar quarters accounting for the highest sales volumes.
The volume of sales may be affected by both weather conditions and
public holidays.
6. Free cashflow
The Group defines free cashflow as cash generated from operating
activities (excluding income tax paid), plus the proceeds from the
sale of property, plant and equipment and proceeds from the
disposal of intangible assets less cash used for the acquisition of
property, plant or equipment and for the acquisition of intangible
assets. Adjusted free cashflow conversion is free cashflow as a
percentage of Adjusted EBITDA.
The use of this alternative performance measure is consistent
with how institutional investors consider the performance of the
Group. This measure is not defined in IFRS and thus may not be
comparable to similarly titled measures by other companies.
Free cashflow is a supplemental measure of the Group's
performance and liquidity that is not required to be presented in
accordance with IFRS.
For the six months ended 31 March 2019 For the six months ended
31 March 2018
EUR000 EUR000
Cash generated by operations 35,954 29,119
Payments to acquire property, plant and equipment (4,194) (2,670)
Payments to acquire intangible assets (511) (1,055)
Proceeds from sale of property, plant and
equipment 7 25
Free cashflow 31,256 25,419
Adjusted free cashflow conversion 93.2% 79.0%
--------------------------------------- -------------------------
7. Exceptional items
In the six months ended 31 March 2019, the Group has exceptional
items of EUR14,295,000 (six months ended 31 March 2018: exceptional
expenses of EUR14,900,000 and exceptional tax charge of
EUR4,700,000).
The impairment review completed for the period ended 30
September 2018 indicated limited headroom between the estimated
recoverable amount of the Italy Region cash-generating unit ("CGU")
and its carrying value, with certain sensitivities indicating a
potential impairment. As performance in the year to date is below
budget, an indicator of impairment was identified. The assessment
of recoverable amount was performed at the CGU level as this is the
lowest level of separately identifiable cashflows, and as such it
is not possible to estimate the recoverable amount at the brand
level.
Due to below expectation Christmas sales and a continued decline
in the overall Italian spirits market, a revised three-year plan
was prepared, with the financial projections insufficient to
support the carrying value of the assets. Consequently, an
impairment loss of EUR14,295,000 has been recognised in the period
to 31 March 2019. This impairment reduces the carrying value of
goodwill in the Italy Region CGU from EUR7,732,000 to EURnil.
Brands in the Italy Region CGU have also been impaired by
EUR6,563,000. Due to the nature and size of the impairment, and
consistent with prior periods, this has been disclosed as an
exceptional expense. Also refer to notes 11 and 12.
In December 2017, the impairment review for goodwill identified
the need to impair the goodwill held for the Italian brands by
EUR14,900,000.
Due to a change in tax legislation in Poland during the year to
31 December 2017, tax amortisation on our Polish brands ceased to
be available. This resulted in a significant one-off deferred tax
charge of EUR4,700,000 in December 2017, which was classified as an
exceptional charge in accordance with our accounting policies.
8. Finance costs and income
For the For the
six months six months
ended ended 31
31 March March 2018
2019
EUR000 EUR000
Finance income:
Foreign currency exchange gain 20 102
Interest income 83 144
Total finance income 103 246
============ ============
Finance costs:
Interest payable on bank overdrafts
and loans 1,107 796
Bank commissions, guarantees and
other payables 332 455
Other interest expense 732 789
Total finance costs 2,171 2,040
============ ============
Net finance costs 2,068 1,794
============ ============
9. Income taxes
The Group calculates the period income tax expense using the tax
rate that would be applicable to the expected total earnings for
the full 12 month reporting period to 30 September 2019 and 30
September 2018. The major components of income tax expense in the
interim condensed consolidated income statement are:
For the For the six
six months months ended
ended 31 31 March
March 2019 2018
EUR000 EUR000
Current income tax
Current income tax charge 5,498 3,444
Tax charge relating to prior periods 192 418
Other taxes 16 62
Deferred income tax
Relating to the origination and
reversal of temporary differences 1,057 2,519
Exceptional deferred tax charge - 4,700
Total tax expense 6,763 11,143
============ ==============
The Group is an international drinks business and, as such,
transfer pricing arrangements are in place to cover the recharging
of management and stewardship costs, as well as the sale of
finished goods between Group companies.
The Group has undertaken a review of potential tax risks and
current tax assessments, and whilst it is not possible to predict
the outcome of any pending enquiries, adequate provisions are
considered to have been included in the Group accounts to cover any
expected estimated future settlements.
Common with many groups operating across multiple jurisdictions,
certain tax positions related to intercompany transactions may be
subject to challenge by the relevant tax authority. The Group has
recognised provisions totalling EUR7,220,000 (2018: EUR8,001,000)
in relation to transfer pricing risks where it is not probable that
tax positions taken will be accepted. The reduction is mainly due
to the payment of the tax assessed in our Baltic Distillery and
Poland as explained below.
Settlement was reached on the inquiry into the Group's
subsidiary, Baltic Distillery GmbH's 2015 corporate tax return, and
the subsidiary paid the tax and interest accrued at the year-end in
September 2018. Hence the provision of EUR298,000 for tax and
interest of EUR33,000 have been released.
In 2016, the Group's Polish subsidiary, Stock Polska Sp. z.o.o.,
received notification from the Polish tax authorities of the
commencement of an inquiry covering its 2013 corporate income tax
return. In December 2018 a final assessment was received which
Stock Polska paid in full in January 2019. Tax of EUR712,000 and
penalty interest of EUR281,000 was paid in relation to intercompany
transactions. However in March 2019, the tax authorities reduced
the interest charge by EUR139,000 which was credited against VAT
payments due in the month. Both tax and penalty interest due were
provided for, and hence the provision for the amounts stated above
have been released.
In relation to the amortisation of the intellectual property
("IP") assets, an assessment of tax and penalty interest of
EUR4,545,000 was received and paid. However, in March 2019, the tax
authorities reduced the interest charge by EUR640,000 which was
credited against VAT payments due in the month. The resulting net
payment made therefore equates to EUR3,905,000. As the Group
obtained individual tax rulings relevant for the restructuring
process prior to implementation, the Group does not consider there
to be any basis to the challenge on this matter by the Polish tax
authority and has thus responded to them accordingly through the
appeals process. Management considers that ultimately the appeals
process will result in a positive outcome for the Group. As such a
tax recoverable asset has been recorded in current tax assets, and
the penalty interest paid has been included in trade and other
receivables, both equivalent to the amount paid.
As disclosed in the Annual Report and Accounts 2018, although
not subject to enquiry at this stage, annual tax deductions claimed
in respect of the amortisation of the IP assets for the years
2014-2017 are in the range between EUR5,700,000 and EUR6,300,000.
These sums exclude penalty interest that would be applied and
calculated from the year concerned up to the current day. The
interest rate as published by the Polish Ministry of Finance that
could be applied is in the range of 8% to 10% on the years between
2014 and the current day. No further provisions have been recorded
in relation to the IP inquiry for subsequent years since management
considers it to be highly unlikely that any liability will
ultimately crystallise.
Tax risks include those in respect of our Italian business,
Stock S.r.l. The Italian tax authorities have open inquiries
covering the years 2006 - 2010. However, in February 2019 the
Italian tax authorities allowed for the application of a tax
amnesty for historical issues, for which Stock S.r.l has applied.
If the application is accepted, this will be settled in the second
half of the financial year and the current provisions are deemed as
sufficient for this amnesty requirement at this stage.
Although our transfer pricing is performed on an arms' length
basis, it is management's view that there is significant risk of
further assessments regarding intercompany transactions and thus a
provision is carried for this eventuality.
10. Earnings per share
Basic earnings per share amounts are calculated by dividing the
profit for the period attributable to ordinary equity holders of
the parent by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share amounts are calculated by dividing
the profit attributable to ordinary equity holders of the parent by
the weighted average number of ordinary shares outstanding during
the period plus the weighted average number of ordinary shares that
would be issued on conversion of all the dilutive potential
ordinary shares into ordinary shares.
Details of the earnings per share are set out below:
For the six months ended 31 March For the six months ended 31 March
2019 2018
Basic earnings per share
Profit/(loss) attributable to the
equity shareholders of the Company
(EUR'000) 5,841 (1,441)
Weighted average number of ordinary
shares in issue for basic earnings
per share ('000) 198,340 199,180
-------------------------------------- --------------------------------------
Basic earnings/(loss) per share
(EURcents) 2.94 (0.72)
-------------------------------------- --------------------------------------
Diluted earnings per share
Profit/(loss) attributable to the
equity shareholders of the Company
(EUR'000) 5,841 (1,441)
Weighted average number of diluted
ordinary shares adjusted for the
effect of dilution ('000) 199,994 200,315
-------------------------------------- --------------------------------------
Diluted earnings/(loss) per share
(EURcents) 2.92 (0.72)
-------------------------------------- --------------------------------------
Adjusted basic earnings per share
Profit/(loss) attributable to the
equity shareholders of the Company
(EUR'000) 5,841 (1,441)
Exceptional expense (EUR'000) 14,295 14,900
Exceptional tax charge (EUR'000) - 4,700
-------------------------------------- --------------------------------------
Profit attributable to the equity
shareholders of the Company before
exceptional expenses
and exceptional tax charges
(EUR'000) 20,136 18,159
Weighted average number of ordinary
shares in issue for basic earnings
per share ('000) 198,340 199,180
-------------------------------------- --------------------------------------
Adjusted basic earnings per share
(EURcents) 10.15 9.12
-------------------------------------- --------------------------------------
Adjusted diluted earnings per share
Profit/(loss) attributable to the
equity shareholders of the Company
(EUR'000) 5,841 (1,441)
Exceptional expense (EUR'000) 14,295 14,900
Exceptional tax charge (EUR'000) - 4,700
-------------------------------------- --------------------------------------
Profit attributable to the equity
shareholders of the Company before
exceptional expenses
and exceptional tax charges
(EUR'000) 20,136 18,159
Weighted average number of diluted
ordinary shares adjusted for the
effect of dilution ('000) 199,994 200,315
-------------------------------------- --------------------------------------
Adjusted diluted earnings per share
(EURcents) 10.07 9.07
-------------------------------------- --------------------------------------
Reconciliation of basic to diluted
ordinary shares
Weighted average number of ordinary
shares ('000) 200,000 200,000
Effect of own shares held ('000) (1,660) (820)
-------------------------------------- --------------------------------------
Basic weighted average number of
ordinary shares ('000) 198,340 199,180
Effect of options ('000) 1,654 1,135
Diluted weighted average number of
ordinary shares ('000) 199,994 200,315
-------------------------------------- --------------------------------------
There have been no other transactions involving ordinary shares
between the reporting date and the date of authorisation of these
financial statements.
11. Intangible assets - goodwill
31 March
2019
EUR000
Cost:
As at 1 October 2018 77,340
As at 31 March 2019 77,340
---------
Accumulated impairment:
As at 1 October 2018 31,400
Impairment charge 7,732
---------
As at 31 March 2019 39,132
---------
Carrying amount at 31 March 2019 38,208
=========
Refer to note 7 for details of the impairment charge.
12. Intangible assets - other
The movement in intangible assets for the six-month period ended
31 March 2019 was as follows:
Customer
Relationships Software
Brands and Trademark Total
EUR000 EUR000 EUR000 EUR000
At 1 October 2018, cost,
net of accumulated amortisation 306,601 998 3,530 311,129
Additions - - 475 475
Amortisation expense - (59) (716) (775)
Impairment charge (6,563) - - (6,563)
Foreign currency adjustment (677) - 30 (647)
At 31 March 2019, cost,
net of accumulated amortisation 299,361 939 3,319 303,619
========== =============== =========== ==========
Customer
Relationships Software
Brands and Trademark Total
EUR000 EUR000 EUR000 EUR000
At 1 January 2018, cost,
net of accumulated amortisation 307,122 1,035 3,457 311,614
Additions - - 1,111 1,111
Transfers - 51 (51) -
Amortisation expense - (88) (954) (1,042)
Foreign currency adjustment (521) - (33) (554)
At 30 September 2018,
cost, net of accumulated
amortisation 306,601 998 3,530 311,129
========== =============== =========== ==========
Refer to note 7 for details of the impairment charge.
13. Property, plant and equipment
The movement in property, plant and equipment for the six-month
period ended 31 March 2019 was as follows:
Assets
Land and Technical Other under
buildings equipment equipment construction Total
EUR000 EUR000 EUR000 EUR000 EUR000
At 1 October 2018,
cost, net of accumulated
depreciation 23,655 20,178 1,477 1,955 47,265
Additions 385 1,607 178 1,321 3,491
Transfers 91 460 - (551) -
Disposals - (34) (1) - (35)
Depreciation expense (460) (2,407) (500) - (3,367)
Foreign currency
adjustment (105) (79) (2) 12 (174)
At 31 March 2019,
cost, net of accumulated
depreciation 23,566 19,725 1,152 2,737 47,180
=========== =========== =========== ============== =========
Assets
Land and Technical under
buildings equipment Other equipment construction Total
EUR000 EUR000 EUR000 EUR000 EUR000
At 1 January 2018,
cost, net of accumulated
depreciation 24,328 23,125 2,867 551 50,871
Additions 274 1,252 471 1,579 3,576
Transfers 57 85 5 (147) -
Disposals (1) (23) 12 (2) (14)
Depreciation expense (719) (3,847) (1,858) - (6,424)
Foreign currency
adjustment (284) (414) (20) (26) (744)
At 30 September
2018, cost, net
of accumulated depreciation 23,655 20,178 1,477 1,955 47,265
=========== =========== ================ ============== =========
14. Investment in equity-accounted investees
On 17 July 2017, Stock Spirits entered into an agreement with
Quintessential Brands Group for the acquisition of a 25% equity
interest in Quintessential Brands Ireland Whiskey Limited for a
cash consideration of up to EUR18,333,000. Consideration comprised
of an initial cash payment of EUR15,000,000 for 25% of the equity
investment, and a contingent consideration of up to EUR3,333,000
which is payable over a five year period, subject to performance
conditions.
The fair value of the contingent cash consideration at the
acquisition date was calculated as EUR2,491,000, and goodwill of
EUR425,000 was recognised. The fair value of the cash consideration
at 31 March 2019 is not considered to have changed, with the
contingent liability of EUR2,491,000 being included in non-current
financial liabilities.
The Group's share of the loss of Quintessential Brands Ireland
Whiskey Limited for the period is EUR422,000 (31 March 2018: loss
of EUR245,000). There has been a corresponding reduction in the
carrying value of the investment.
15. Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash
equivalents include cash on hand and in banks, net of outstanding
bank overdrafts. Cash and cash equivalents at the end of the
financial period as shown in the cash flow statement can be
reconciled to the related items in statement of financial position
as follows:
31 March 2019 30 September 2018
EUR000 EUR000
Cash and bank balances 75,695 50,143
-------------- ------------------
Cash and cash equivalents are denominated in the following
currencies:
31 March 2019 30 September 2018
EUR000 EUR000
Sterling 9,134 2,030
Euro 24,218 9,814
Czech Koruna 14,109 18,254
Polish Zloty 25,632 14,887
Other currencies 2,602 5,158
Total 75,695 50,143
============== ==================
16. Financial liabilities
Current Non-current Current Non-current
31 March 31 March 30 September 30 September
2019 2019 2018 2018
EUR000 EUR000 EUR000 EUR000
Unsecured - at amortised cost
HSBC loan - 100,652 - 81,443
Cost of arranging bank loan - (111) - (143)
Interest payable 15 - 16 -
15 100,541 16 81,300
--------- ----------- ------------- -------------
As well as the revolving credit facility ("RCF") drawings of
EUR100,652,000 as at 31 March 2019 (30 September 2018:
EUR81,443,000), an additional EUR10,361,000 (30 September 2018:
EUR10,551,000) of the RCF was utilised for customs guarantees in
Italy and Germany. These custom guarantees reduce the available RCF
facility but do not constitute a balance sheet liability.
17. Financial assets and liabilities
Set out below is a comparison by category of carrying amounts
which approximates fair values of all of the Group's financial
instruments that are carried in the financial statements.
As at 31 March 2019
Financial assets
and liabilities Total book
at amortised
cost value
EUR000 EUR000
Financial assets:
Cash 75,695 75,695
Trade and other receivables 107,098 107,098
Customs deposits 4,854 4,854
Investment deposit 3,000 3,000
Financial liabilities:
Interest-bearing loans and borrowings:
(i) Finance lease obligations (230) (230)
(ii) Floating rate borrowings -
banks (100,541) (100,541)
Trade and other payables (65,303) (65,303)
Contingent consideration (2,491) (2,491)
As at 30 September 2018
Financial
assets and Total book
liabilities
at amortised
cost value
EUR000 EUR000
Financial assets:
Cash 50,143 50,143
Trade and other receivables 114,083 114,083
Customs deposits 4,877 4,877
Financial liabilities:
Interest-bearing loans and borrowings:
(i) Finance lease obligations (267) (267)
(ii) Floating rate borrowings - banks (81,300) (81,300)
Trade and other payables (69,978) (69,978)
Contingent consideration (2,491) (2,491)
18. Authorised and issued share capital and reserves
Share capital of Stock Spirits Group PLC
31 March 30 September
2019 2018
Number of ordinary shares
Ordinary shares of GBP0.10 each, issued
and fully paid 200,000,000 200,000,000
------------ -------------
Ordinary shares (EUR000) 23,625 23,625
------------ -------------
Share premium
It was confirmed on 12 June 2018 by the High Court of Justice of
England and Wales that the Share Premium Account has been
cancelled, crediting the sum of EUR183,541,000 to retained
earnings. This amount is now considered to be distributable. The
cancellation of the Share Premium was approved by shareholders at
the Annual General Meeting held on 22 May 2018.
Own share reserve
The own share reserve comprises the cost of the Company's shares
held by the Group. The Employment Benefit Trust (EBT) holds these
shares on behalf of the employees until the options are exercised.
During the half-year ended 31 March 2019 no shares were purchased
by the EBT on behalf of the Group. At 31 March 2019 the Group held
1,529,867 of the Company's shares (30 September 2018:
1,691,991).
On the exercise of options in the period EUR334,000 was credited
to the own share reserve, with the corresponding charge to retained
earnings (30 September 2018: exercise of Top-Up and Substitute
option agreements EUR468,000).
The EBT holds the shares at cost.
Other reserve
Other reserves include the credit to equity for equity-settled
share-based payments. The charge for the period ended 31 March 2019
was EUR663,000 (30 September 2018: EUR129,000). On the exercise of
Restricted Stock options ("RSA") in the period, EUR456,000 was
debited from other reserves and credited to retained earnings.
Foreign currency translation reserve
31 March 30 September
2019 2018
EUR000 EUR000
Foreign currency translation reserve 13,816 13,915
--------- -------------
Exchange differences relating to the translation from the
functional currencies of the Group's foreign subsidiaries into
Euros are accounted for by entries made directly to the foreign
currency translation reserve.
19. Dividend
An interim dividend of 2.63 Euro cents per ordinary share has
been declared by the Board in respect of the half-year ended 31
March 2019 and will be paid on 21 June 2019. The dividend payable
has not been recognised as a liability at 31 March 2019.
20. Related party transactions
In considering each possible related party relationship,
attention is directed to the substance of the relationship, not
merely the legal form.
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation. There were
no other related party transactions during the six month period
ended 31 March 2019 (31 March 2018: EURnil), as defined by
International Accounting Standard No 24 'Related Party
Disclosures', except for key management compensation and
transactions with Quintessential Brands Ireland Whiskey Limited and
its related entities.
The following table provides the total amount of transactions
that have been entered into with Quintessential Brands Ireland
Whiskey Limited and its related entities for the period to 31 March
2019. There were no such transactions in the six month period to 31
March 2018.
Sales of Purchases Amounts owed Amounts owed
March 2019 goods/services of goods/services by related to related
EUR'000 EUR'000 parties parties
EUR'000 EUR'000
Subsidiaries:
Stock S.r.l. 3 - 3 -
Stock d.o.o. 6 39 - 26
Stock Slovensko - 4 - -
s.r.o.
Stock Plzen-Bozkov
s.r.o. 6 56 6 -
Stock Polska Sp. - 23 - -
z.o.o.
15 122 9 26
---------------- ------------------- ------------- -------------
The related party transactions for the period ended 30 September
2018 as defined by International Accounting Standard No 24 'Related
Party Disclosures' are disclosed in note 31 of the Stock Spirits
Group PLC Annual Report for the period ended 30 September 2018.
21. Commitments for capital expenditure
Commitments for the acquisition of property, plant and equipment
as of 31 March 2019 are EUR480,000 (31 March 2018: EUR271,000).
22. Events after the balance sheet date
On 31 January 2019 the Group announced its Italian subsidiary,
Stock Srl, had signed an agreement to acquire Distillerie
Franciacorta SpA, one of the leading Italian producers of grappa,
liqueurs and Franciacorta (a premium Italian sparkling wine that is
produced solely in the Franciacorta region). The purchase price is
up to EUR23,500,000 for the business with a further EUR3,000,000
for the land, payable in cash in three tranches:
i) An initial payment of EUR3,000,000 which was made on signing,
which has been recorded in other current
assets. This is refundable if the vendors do not complete
certain agreed conditions precedent,
ii) A further EUR21,500,000 payable at completion (which is
expected to be in June 2019) which will be conditional upon
consultation with trade unions as well as certain restructuring
steps, and;
iii) Up to EUR2,000,000 deferred consideration payable over a
four-year period, which will be payable upon certain performance
criteria to be met by the sellers.
On 13 May 2019 Group's Czech Republic subsidiary Stock Plzen
Bozkov Sro signed an agreement to purchase the share capital of
Bartida sro and its sister company, Bartida Retail sro ("Bartida"),
a premium spirit drinks business focused on the premium On-Trade
market in Czech Republic.
Completion of the transaction is expected to take place on 31
May 2019. Stock Spirits will acquire the entire issued share
capital of the Bartida companies for a price of up to EUR11,000,000
payable in cash in two tranches:
i) EUR7,260,000 to be paid at completion, and;
ii) The remaining EUR3,740,000 payable over the following five
years, dependent upon the achievement of certain performance
conditions under an earn-out mechanism for the selling
shareholders.
[1] Constant currency is calculated by converting the proforma
prior period results at current period FX rates
[2] The Company and its subsidiaries, Stock Spirits Group (the
"Group") uses alternative performance measures as key financial
indicators to assess underlying performance of the Group. Details
of the basis of calculation for Adjusted EBITDA can be found in
note 5 to the Unaudited Interim Condensed Consolidated Financial
Statements
[3] Leverage at 30 September 2018 is net debt as at 30 September
2018 divided by the proforma Adjusted EBITDA for full year 2018.
Leverage at 31 March 2019 is the net debt as at 31 March 2019
divided by the unaudited 12 months Adjusted EBITDA to 31 March
2019
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR EAPSDFSENEFF
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