RNS Number : 1976H
Stock Spirits Group PLC
02 December 2020
 
 

Stock Spirits Group PLC

Preliminary results for the year ended 30 September 2020

A resilient performance during uncertain times, with results ahead of expectations

2 December 2020: Stock Spirits Group PLC ("Stock Spirits" or the "Company"), a leading owner and producer of branded spirits and liqueurs that are principally sold in Central and Eastern Europe and Italy, announces its results for the year ended 30 September 2020.

 

Highlights:

 

Reported results

 

Underlying results at constant1currency excluding acquisitions made in 2019

All values in € millions unless otherwise stated

 

12 mth to Sept 2020

 

12 mth to Sept 2019

 

% change

Underlying

12 mth to

Sept 2020

Underlying

12 mth to Sept 2019

%

 change

Volume (millions 9 litre cases)

14.8

14.4

3.0%

14.6

14.4

1.8%

 

 

 

 

 

 

 

Revenue

341.0

312.4

9.1%

324.5

303.6

6.9%

 

 

 

 

 

 

 

Adjusted EBITDA2

71.0

67.0

6.1%

68.9

65.9

4.6%

 

 

 

 

 

 

 

Operating profit before exceptional expenses

57.8

54.5

6.0%

 

 

 

 

 

 

 

 

 

 

Operating profit

33.6

42.9

-21.5%

 

 

 

 

 

 

 

 

 

 

Profit for the year

19.6

28.4

-31.2%

 

 

 

 

 

 

 

 

 

 

EPS basic - €cents per share

9.83

14.33

-31.4%

 

 

 

 

 

 

 

 

 

 

EPS adjusted basic - €cents per share2

21.42

19.75

+8.5%

 

 

 

 

 

 

 

 

 

 

Net debt

22.7

55.4

-59.1%

 

 

 

All comparative figures for the 12 months to September 2019 have been restated to align with the new IFRS16 requirements, which were adopted by the Group on 1 October 2019.

·    Underlying volumes up +1.8%, underlying revenue up +6.9% and adjusted EBITDA up +4.6%: a resilient performance against the backdrop of the global pandemic in H2, and excise tax increases in Poland and the Czech Republic in H1

·    Revenue and EBITDA in Poland up +15.1% and +18.3% respectively (at constant currency), with our market share in the key vodka category at a five year high of 31.6% as at September 2020

·    A robust response to COVID-19 with no disruption to operations and no use of furlough schemes or other government assistance

·    Positive contribution from 2019's acquisitions - Bartida in the Czech Republic, and Distillerie Franciacorta in Italy - despite on-trade lockdowns in both of those markets

·    Cash conversion remains strong, delivering 112.1% (2019: 91.5%), with close working capital management through the pandemic. Net debt of €22.7m at 30 September 2020 equates to leverage of 0.32x3

·    Exceptional items total a net €23.0m; of which a net €21.1m are non-cash items (largely impairment of our traditional Italian brands and Irish whiskey investment), and €1.9m of cash items

·    Total ordinary dividend for the year +6.8% at 9.55 €cents per share (after a proposed final dividend of 6.78 €cents per share, up +7.4% up on last year's final dividend4); in addition the Board is proposing a special dividend of 11.00 €cents per share

 

Commenting on the results, Mirek Stachowicz, Chief Executive Officer, said:

"We are pleased to have delivered a resilient performance against the backdrop of a hugely challenging year. In H1, we successfully navigated excise tax increases in our largest markets of Poland and the Czech Republic. In H2, we prioritised protecting and supporting our employees, customers, suppliers and the communities around us in the face of the COVID-19 pandemic.

Our strategy of sourcing and manufacturing nearly all of our products locally ensured that there has been no disruption to our operations. In addition, our longstanding focus on the off-trade served us well during the closure of the on-trade as a result of lockdowns. Our portfolio of brands performed strongly, boosted by consumers opting to buy familiar and trusted local brands during times of uncertainty, as well as by the trend towards staycations in our markets. Our strong operational and financial performance has enabled us to continue to invest in our brands and our business, and to return surplus cash to our shareholders in the form of a special dividend.

While there remains some uncertainty in the short-term outlook, in the longer term we are confident that we will emerge from the pandemic with an even more loyal and engaged consumer base, closer customer and supplier relationships, and a stronger business than ever before. As such, we remain confident in the future prospects of Stock Spirits."

 

ENDS

 

Analyst presentation

Management will be hosting a presentation via an audio webcast and conference call which will be hosted by CEO Miroslaw Stachowicz and CFO Paul Bal at 9:00am (GMT) on Wednesday 2 December 2020. Dial-in details are below. Please dial-in at least 15 minutes prior in order to ensure a timely start to the briefing.

Audio webcast:         https://edge.media-server.com/mmc/p/xq5wybb7

 

Conference call:

 

Location

Phone Number

Passcode

International

+44 (0) 2071 928 338

3728837

UK

0800 279 6619

                                   

Please note that questions will only be taken over the conference call and not the audio webcast.

A replay of the audio webcast will be available shortly afterwards on the same link as above.

 

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

Rob Greening

Lisa Kavanagh

Bethany Johannsen

 

+44 (0) 207 250 1446

stockspirits@powerscourt-group.com

 

A copy of this preliminary results announcement ("announcement") has been posted on ww.stockspirits.com.

Investors can also address any query to investorqueries@stockspirits.com.

 

About Stock Spirits Group

Stock Spirits is one of the leading branded spirits and liqueurs businesses in Central and Eastern Europe and Italy, and offers a portfolio of products that are rooted in local and regional heritage. With businesses in Poland, the Czech Republic, Slovakia, Italy, Croatia and Bosnia & Herzegovina, Stock Spirits also exports to more than 50 other countries worldwide. Global sales volumes currently total over 125 million litres per year. 

Stock Spirits has production facilities in Poland, the Czech Republic, Germany and Italy. Its portfolio includes well-established "millionaire" (selling in excess of one million 9 litre equivalent cases per annum) brands including Żołᶏdkowa, Lubelska, Božkov and Stock Prestige, local leaders such as Stock 84 brandy, Fernet Stock bitters, Keglevich and Limoncè, as well as more recent innovations including Amundsen Expedition vodka and Božkov Republica rum.

Stock Spirits is listed on the main market of the London Stock Exchange. For the year ended 30 September 2020 it delivered total revenue of €341.0m and operating profit before exceptional items of €57.8m.

 

For further information, please visit www.stockspirits.com
 

Chairman's Statement

As Chairman of Stock Spirits Group PLC, I am pleased to present our preliminary results for the year ended 30 September 2020.

This year has brought challenges like no other, but we have demonstrated great resilience across the Group. The early response of governments in our key markets shielded us from the worst effects of the pandemic, but we have still had to adapt and respond to protect our people and maintain production for our customers and consumers. To that end I, and the entire Stock Spirits Board, want to thank all our teams for their continued hard work, professionalism and dedication in delivering outstanding service to our customers in hugely demanding circumstances.

Dividend

Our resilient performance has enabled us to redefine our progressive dividend policy and deliver a higher pay-out than in recent years. Our proposed final dividend for the year is 6.78 €cents per share (2019: 6.31 €cents) and is a +7.4% increase on last year's final dividend. There were no acquisitions during the year and, while we continue to assess a range of opportunities, the continuing pandemic means that we are unlikely to complete a meaningful and value-creating acquisition in the near-term. The Board has consistently said that it would consider additional distributions to shareholders under such circumstances. Taking into account our robust operational and financial performance that has resulted in our strong capital position, the Board is also proposing a special dividend of 11.00 €cents. This results in total dividends for the year of 20.55 €cents per share, up +130% on the total dividend for the prior year (2019: 8.94 €cents per share).

Looking ahead

We are still in a time of huge uncertainty due to the ongoing effects of the pandemic, and ensuring that Stock Spirits continues to stay resilient, agile and responsive will be the Board's key focus in the coming months. However, I am confident that we have the right business model and strategy in place, and that our collegiate, collaborative culture - at Board level and throughout the Group - will result in decisions and actions being made to secure the success of Stock Spirits for the long term.

Chief Executive Statement

Against a challenging backdrop, I am pleased to report that we have delivered revenue of €341.0m and adjusted EBITDA of €71.0m, an increase of +9.1% and +6.1% respectively. Excluding the acquisitions completed in 2019, and on an underlying constant currency basis, these increases were +6.9% and +4.6% respectively. Like all companies, we have been tested this year, but our unique locally-focused business model has proved resilient against the pandemic, and our culture of small company agility saw every member of the Stock Spirits team rise to the challenge. I thank all of our colleagues for their dedication in the face of difficult working conditions.

H1: good strategic progress whilst responding to significant excise increases

The year began with uncertainty due to the impending increases in spirits excise tax in both Poland and the Czech Republic, our two largest markets which account for more than 80% of our revenue and profits. However, as reported at our half-year results in May, we performed above expectations due to extensive preparations and management of the changes.

We were also making good progress against our M&A objectives. However, work has been interrupted by COVID-19. This resulted in the write-off of the €1.3m invested in preparatory work. The first pandemic wave also impacted heavily on our investment in the Quintessential Brands Irish whiskey joint venture and resulted in an impairment of €14.2m.

H2: demonstrating resilience in the wake of COVID-19

With c.15% of the Group's revenues historically coming from the on-trade, we have inevitably suffered some loss of revenues due to the widespread closures of on-trade channels as a result of the pandemic in H2.  However, our long-standing focus on the off-trade and no reliance on duty-free channels stood us in good stead. Our portfolio of local brands performed very well as shopping habits changed and consumers reverted to familiar and trusted brands in uncertain times. This trend was further boosted by "staycations" during the summer.

The extent of this mitigation was particularly evident in the Czech Republic where on-trade would normally account for over 30% of revenues. Despite losing much of the on-trade business for some four months, underlying Czech revenue for the year was almost flat and underlying adjusted EBITDA was up +2.3% (all at constant currency) .

Italy and Croatia, heavily reliant on tourism and on-premise consumption, were the two markets where we felt the most severe impact of the pandemic, resulting in the impairment of €9.6m taken against our traditional Italian brands in H2.  This impairment does not involve the newly-acquired Distillerie Franciacorta brands that performed with pleasing resilience.

Our operating model - built on localised sourcing and manufacturing prevented disruption to our supply chains by border closures. Local relationships with our customers were further strengthened as we temporarily extended credit terms where necessary. Our close ties with local suppliers ensured continuity in the supply chain.

During lockdowns, we leveraged our digital platforms to stay in touch with our consumers and assist key stakeholders. For example in Italy, our 'Skip the Ordinary' online campaign for Keglevich has been a significant success, drawing an online audience of over five million views and making a substantial contribution to strengthening Keglevich's share in the flavoured vodka category from 73.6% to 77.7%5.

Despite the impact of COVID-19, both of the acquisitions made in 2019 performed strongly. Distillerie Franciacorta in Italy showed resilience in the face of very challenging market conditions. It delivered a small positive EBITDA contribution this year, and we continue to expect it to be earnings enhancing in 2021. Bartida, the acquisition in the Czech Republic, performed extremely well, delivering €1.5m in EBITDA in the year - well ahead of our expectations despite its reliance on on-trade distribution.

New Product Development  ("NPD")

Another strategic response to COVID-19 involved accelerating our NPD programme leveraging our strong routes-to-market and introducing new products faster than our competitors. In Poland, our NPD focused on the more profitable flavoured vodka. A notable example was new Żołądkowa Gorzka Rześka, which sold over one million litres in its first six months. As a result, we significantly improved our market share of these higher-margin products.

We also enjoyed positive results from repositioning the Fernet brand in 2019, with the premium variant Fernet Stock Barrel commanding a retail price c.28% above mainstream Fernet Original.

Sustainability

Given the resilience of our performance, we were able to continue with investments in key projects to develop a more sustainable business model for the future. Planning work continued on the new distillery at our Lublin facility and, whilst we have had to manage the uncertainties around COVID-19, we still expect it to come on-stream in FY2023 as planned, and deliver a five year pay-back. Our OneSAP project to develop and implement a Group-wide enterprise resource planning solution also continued largely unaffected and is making good progress.

Prioritising our stakeholders

The pandemic has provided us with an opportunity to demonstrate our firm commitment to the social aspects of our Environmental, Social and Governance agenda. Although our resilience to the crisis has benefitted all of our stakeholders, our top priority throughout remains the health and wellbeing of our people. We implemented an extensive range of cleaning and social-distancing measures to provide on-site workers with a safe working environment and office-based staff have predominantly been working from home since March.

We have not utilised government support such as furlough schemes or other similar initiatives. Furthermore, there have been no lay-offs or pay reductions as a result of the pandemic. In fact, we rewarded many of our staff with additional incentives for their hard work and dedication when faced with more demanding working conditions in our manufacturing and logistics facilities.

We carried out our annual employee engagement survey in March in the midst of COVID-19 in our main markets. It received a record response, and showed that our response to the situation improved engagement levels.

We are proud to be able to help many of our stakeholders as well. We produced hand-sanitiser in Poland, the Czech Republic and Germany, donating it to customers, local authorities and hospitals along with supplies of pure alcohol. We also allowed the Polish government to use our facilities to produce a spirit that was used in their own hand-sanitiser. Our support to stakeholders is perhaps summed up by our Czech business being nationally recognised by the CZECH TOP 100 Association, acknowledging them as 'heroes in the fight against Coronavirus'.

For our investors, the pandemic gave us opportunity to demonstrate how differentiated and resilient our business model is. While many companies reduced or cancelled dividends, we are pleased to be able to redefine and enhance what our progressive dividend policy means, as well as propose a special dividend.

Outlook

Our four-pillar strategy remains successful and as relevant as ever. We will continue to deliver value by focusing on premiumisation, millennials and digital, as well as being ready to re-start M&A activity as conditions permit.

We remain alert to new regulatory developments. In Poland, as previously announced, legislation was passed in the summer to implement additional taxes on small format pack sizes (300ml or smaller) of alcoholic products from 1 January 2021. We have in hand a range of potential commercial and operational actions to mitigate the possible impact, and our successful management of the recent excise changes gives us confidence in our ability to respond to this new development.

As we near the end of the Brexit transition period, our message remains that we expect to see no material impact on our business irrespective of the nature of the UK's final arrangements with the EU.

We take encouragement from the resilience that our business has shown in a year of challenges, from excise increases to the COVID-19 pandemic. Our products have shown themselves to be trusted brands, our customer and supplier relationships are stronger than ever before, and our business model has been proven to be strong throughout the crisis. While there remains some uncertainty in the short-term outlook due to the pandemic, we continue to see many opportunities for future growth in our markets, and to be confident in the long-term prospects of Stock Spirits.

Our markets in detail

Poland

Revenue for the year in Poland was significantly ahead of last year at €193.6m (2019: €171.7m), with adjusted EBITDA also showing strong growth at €49.9m (2019: €43.1m).

Market overview

Despite the +10.0% excise tax increase on spirits in January followed subsequently by the COVID-19 crisis, the total spirits market in Poland achieved value growth of +10.7% and strong volume growth of +3.7%6.

Poland is the world's third largest vodka market by value and volume, with the highest CAGR growth over the last five years of the top ten vodka markets in the world. Vodka is by far the largest spirits category in Poland (c.80% of total spirits volume)6.

Clear and flavoured vodka was by far the greatest contributor to total spirits growth, delivering c.60% of total absolute value growth, whilst 30% came from the second biggest spirits category, whisky6.

Total vodka category value growth of +8.4% during the last 12 months was well ahead of volume growth at +1.8%, in part driven by the excise increase, but also by the positive impact of premiumisation and reduced price-discounting during the pandemic7.

The fastest overall value growth rate was from the flavoured vodka sub-category at +8.8%, but the far larger clear vodka category also achieved value growth at +8.2% and was the greatest contributor to absolute growth7.

The global trend to premiumisation in spirits continued to be visible in Poland also during the period of pandemic. Total premium vodka achieved value growth of +16.0%, significantly ahead of the total category, reflecting Polish consumers' readiness to pay more for premium quality vodka as affluence increases. 

Performance of our core brands

Stock Spirits outperformed the total vodka market in Poland, driving continued share gains as we focused on profitable growth.  Stock grew total vodka volume +2.4% and value +9.2%7. Stock's total vodka volume share grew from 29.0% last year to 29.1% this year and value share grew from 29.5% to 29.7%7. Our market share growth accelerated in the second half of the year, and we achieved 31.6% value market share in the month of September, the highest in five years 7.    

The leading contributor to our clear vodka share growth was the continued success of our largest brand, Żołądkowa De Luxe, with a value growth of +11.1%7, supported by consistent consumer activation at the point of purchase.

Our brand leader in the premium segment, Stock Prestige, grew value by +5.4%7 and maintained its leadership of this increasingly competitive segment, despite being heavily impacted by the reduction in celebratory usage occasions as a result of the COVID-19 lockdown.

Amundsen Expedition, another of our premium vodkas, grew value by +15.1%, over triple that of the top premium segment where it is positioned, whose value growth was +5.0%7.

New Product Development

Stock Spirits grew total flavoured category volume and value versus last year, achieving our ambition to recapture the lead position in flavoured category growth. Żołądkowa Gorzka achieved MAT value growth of +17.5%7, supported by the roll-out of our Kolonialna premium new product development and the introduction of two new lighter tasting variants under the 'Rześka' ('Fresh') sub-brand. This broadened the brand's appeal to millennials, in particular female and young adult drinkers, and especially during the summer months.

Our largest flavoured brand, Lubelska, delivered +4.7%7 value growth despite the reduction in out-of-home small format impulse purchases, which is usually a significant proportion of the brand sales. The Saska flavoured range continued to build its position amongst emerging spirit drinkers, achieving MAT value growth of 23.3%7, supported by the roll-out of our highly successful new flavours such as mango in April 2020.

Small format tax

Legislation was passed in the summer of 2020 to implement additional taxes on small format pack sizes (300 ml or smaller) of alcoholic products from 1 January 2021. Our recent successful management of the excise changes earlier in the year gives us confidence in our ability to respond to this new development and we have in hand a range of commercial and operational actions to mitigate the impact from this legislation change.

Czech Republic

Revenue for the year also grew strongly in the Czech Republic to €87.3m (2019: €81.3m) due to the contribution of the prior year acquisition, with adjusted EBITDA at €26.1m (2019: €24.3m).

Excluding the impact of the Bartida acquisition completed last year and at constant currency, underlying revenue was flat at €78.1m (2019: €77.9m) whilst adjusted EBITDA for 2020 was up +2.3%, delivering €24.6m (2019: €24.0m).

Market overview

Stock has held spirits market leadership in the Czech Republic for over 20 years8 and has brand leaders in the key spirits categories of rum9, vodka and herbal bitter liqueurs10.

Total spirits in the Czech Republic's off-trade grew value at +11.0% and volume +5.6%, despite the spirits excise increase of 13.2% in January of this year and the subsequent impact of COVID-1910. The four core categories on which Stock focuses - rum, vodka, herbal bitters and whisky - together account for c.75% of total spirits volume, and are the key drivers of overall spirits performance. Double-digit value growth was achieved by rum, vodka and whisky. High growth from those categories off-set lower growth from herbal bitters10.

Performance of our core Brands

Overall performance of our Czech brands for the year was ahead of our expectations, particularly given our strong participation in the on-trade. Whilst value share declined slightly from 34.2% last year to 33.6% this year, the combination of our premium innovation, the benefits from previously acquired brands, and the contribution from our distribution brands delivered value growth of +8.8% and volume growth of +4.8%, maintaining market leadership and delivering the greatest absolute value growth in the market10.

Stock grew value share of the largest Czech spirits category, local rum, from 64.6% to 65.8%10, driven by our brand-leading Božkov Tuzemsky, which gained from shoppers' shift to trusted, well-known local brands, as well as consumers' increased at-home consumption during the pandemic. Božkov Republica maintained brand leadership of imported rum, supported by premiumisation through its award-winning new aged variant, Republica Reserva, despite the launch of an aggressively discounted 'look-alike' competitor.

In the highly price competitive vodka category, Stock maintained its brand portfolio value share leadership and grew value +13.4%10 in the face of aggressive discounting by private label and competitor brands which maintained their pre-excise increase price points.

These successes outweighed share decline in herbal bitters, where Fernet Stock's value share reduced from 28.0% to 26.5%10, driven by changed retailer promotional strategies coupled with continued aggressive price discounting by Jagermeister. Fernet Stock's share has been gradually recovering as the full re-launched range is established, and the resulting revised price architecture takes effect.

Acquisitions

Stock Spirits completed the acquisition of Bartida in May 2019, bringing new brands and step-changing our capabilities in the premium on-trade channel. Notwithstanding the significant impact of COVID-19 on the Czech on-trade in the second half of this year, the contribution from Bartida exceeded our expectations. In line with our plans, the business is earnings-enhancing in the first year after acquisition. This was possible thanks to the accelerated roll-out of the acquired brands and faster attainment of cost synergies. Bartida's expertise is also beginning to make a wider contribution across the Group.

Italy

Revenue for the year in Italy was ahead at €30.6m (2019: €26.9m), with adjusted EBITDA of €2.0m (2019: €3.6m).

Excluding the impact of the acquisition of Distillerie Franciacorta completed last year, underlying revenue and adjusted EBITDA for 2020 was €24.7m and €1.9m respectively (2019: €25.4m and €3.8m).

Market overview

Of all our markets, Italy was the most heavily impacted by COVID-19 and the on-trade holds the highest proportion of total spirits sales. Several spirits categories serve 'higher energy', social gathering-orientated usage occasions. The on-trade was shut down for several months during the pandemic lockdown, such usage occasions were curtailed, and both have yet to recover to historical levels.

Consequently, total spirits grew +7.8% value and +7.9% volume in the modern off-trade in 202011 but the total market (including on-trade) declined by -2.3% in value.

Performance of our core Brands

COVID-19 significantly impacted several of Stock's key categories, notably limoncello, the Beam Suntory range that was introduced in H2, and flavoured spirits. The resulting impact of this is an impairment against the carrying value of our historical Italian brands of €9.6m, classed as an exceptional item. At the same time, spirits categories in which we do not participate were impacted less severely. Due to the introduction of Beam, Stock Italia's value share of the total modern trade increased slightly to 7.2% (versus 6.9% last year)11. Encouragingly, the last quarter of our financial year saw a stronger performance, with growth from grappa, brandy, clear and flavoured vodka. However, this was off-set by continued declines from Limoncè, whose usage occasions remained heavily impacted by COVID-19. Full production and bottling of Limoncè was restored to Italy during the last quarter of the financial year, with the expectation that this should facilitate our marketing of this iconic brand.

Acquisitions

The acquisition of Distillerie Franciacorta, completed in early June 2019, made Stock the number-one grappa player in the Italian off-trade.  It also enhanced our premium on-trade sales capabilities and tripled the size of our sales force, bringing growth synergies across the off and on-trade for all of our categories, and helping to secure Beam Suntory brands' distribution.

The acquisition provides a strong platform from which to enhance the provenance of Stock's Italian brand portfolio and generally rejuvenate our Italian business, starting with the "repatriation" of Limoncè. The acquisition is performing in line with our expectations to be earnings-enhancing in the current year despite the continuing challenging environment in Italy. Additionally, the stronger on-trade sales force resulting from this acquisition was a direct reason for gaining Beam-Suntory as a distribution partner in Italy in April 2020. Coinciding with the peak of COVID-19 in Italy, and requiring some upfront investment, the Beam agency will begin making a positive contribution to our results in 2021.

Other markets

'Other' markets include the results of Slovakia, Croatia and Bosnia & Herzegovina together with our export operations know as International, our Baltic distillery and UK corporate office.

Revenue for the year for Other markets was €29.5m (2019: €32.5m), with adjusted EBITDA of €3.4m (2019: €5.2m).

Slovakia

It was a challenging year in Slovakia, but one in which our expansion in rum - led by Božkov Republica -  coupled with a strong performance in vodka by Amundsen, enabled Stock to maintain its position as the second biggest player in the off-trade. Stock's total spirits value share declined slightly from 12.1% last year to 11.5% this year, and absolute value was -1.6% versus last year12.

 

Share growth from Fernet Stock, Republica and our leading vodka brands was off-set by COVID-19-driven declines on the Beam Suntory range and Golden fruit spirits, whose categories are more dependent on 'higher energy' social gatherings, which were curtailed by the pandemic.

 

Other International markets

Croatia was severely impacted by COVID-19 given its heavy reliance on tourism and on-trade consumption. Nonetheless, Stock grew its brand leader Stock 84's share of imported brandy in absolute volume and value13.

In our export markets, COVID-19 had a negative impact on duty-free volumes as a result of reduced international travel, and also led to severe local lockdowns across many locations. The successful reorganisation of our route-to-market in Germany contributed volume uplift from new retail distribution via our partner Dovgan, notably for our Polish brand portfolio. The Distillerie Franciacorta brands acquired in 2019 were successfully introduced into 32 of our International distribution partners including Germany, the Netherlands, and the UK.

 

Chief Financial Officer Statement

Changes in accounting policies

Following adoption of IFRS 16 "Leases" from 1 October 2019, all comparative figures have been restated to comply with the new accounting standard and enable reporting on a like-for-like basis. Full details of the changes are set out in notes 3 and 15 of the consolidated financial statements. One consequence of this change is an improvement in EBITDA, operating profit and EBITDA margin, as certain operating costs associated with leases are now considered financing costs. The overall impact on operating profit is not material.

 

Underlying results

In the second half of the prior year, the Group completed two acquisitions - Bartida s.r.o. and Bartida Retail

s.r.o. in the Czech Republic, and Distillerie Franciacorta S.p.A. in Italy. In order to provide a comparison of the Group's results on a like-for-like basis, we also report underlying growth rates for key metrics (that exclude the impact of these acquisitions in both years) and is stated at constant currency.

 

Financial performance

Performance differed between the two halves of the year.  Our very strong year-on-year growth in the first half of the year was tempered in the second half as the COVID-19 pandemic impacted the on-trade and duty-free channels for several months. In the second-half of the year, underlying volumes, revenues and EBITDA were lower than the comparable period last year. However, the -1.9% underlying revenue decline in the second half of the year indicates that demand significantly shifted to the off-trade channel during this period.

 

Volumes for the year were up +1.8% on an underlying basis, as a result of continued strong performance in Poland. On a reported basis volumes rose +3.0% helped by the full impact of last year's two acquisitions. Reported revenue was up +9.1% to €341.0m (2019: €312.4m) and underlying revenue was up +6.9% to €324.5m (2019: €303.6m).  

 

The underlying revenue increase was predominantly driven by pricing (+4.5%), primarily in Poland where the excise tax increase was fully passed on, with a small margin. In Czech, the excise tax increase was only passed on where competition considerations allowed. There was a benefit from the 2019 acquisitions (+3.9%), but a negative impact from foreign currency movements (-1.7%), due to a slight weakening in the Polish złoty and the Czech koruna during the year versus the euro.

 

Revenue per litre14 increased +6.0% to €2.55 (2019: €2.41) mainly reflecting the mix benefit of last year's acquisitions, as well as the increased pricing in Poland and Czech following the excise increases. Cost of goods sold per litre14 increased +7.8% to €1.37 (2019: €1.27), mainly due to last year's acquisitions and an increase in third party distribution brand cost of goods. This mix reduced reported gross profit margin by 90bps to 46.4% (2019: 47.3%). Underlying gross margin was less impacted 47.0% (2019: 47.4%).

 

Selling expenses increased +8.1% to €65.9m (2019: €61.0m) from a combination of the full year impact of 2019's acquisitions and increased investment behind our brands and salesforce capabilities. Other operating expenses increased by +6.7% to €33.4m (2019: €31.3m) mainly due to higher staff costs, particularly in Central Europe, plus the increase from the full year impact of 2019's acquisitions.

 

Adjusted EBITDA increased by +6.1% to €71.0m (2019: €67.0m) representing an Adjusted EBITDA margin of 20.8% (2019: 21.4%). On an underlying basis, Adjusted EBITDA was up +4.6% at €68.9m (2019: €65.9m), resulting in an underlying Adjusted EBITDA margin of 21.2% (2019: 21.7%).

 

Operating profit before exceptional items was €57.8m, an increase of +6.0% versus 2019 (€54.5m). Underlying operating profit before exceptional items increased by +3.3% to €57.0m (2019: €55.2m).

 

Exceptional items

We have had five exceptional items in the year, totalling a net €23.0m (including tax), which were primarily non-cash related.

 

As reported at the half year, there was a non-cash impairment expense of €14.2m against the carrying value of the investment in our Irish whiskey venture, Quintessential Brands Irish Whiskey Limited ("QBIWL").The second was a non-cash credit of €1.5m relating to the net overall release in provisions for contingent consideration in respect of past acquisitions. This predominantly related to the investment in QBIWL (€1.8m), as most of the metrics for payment are unlikely to be met as a result of the impact of COVID-19 on sales and the closure of the visitor centre at the Dublin distillery. The third was an expense of €1.3m relating to the write-off of advisory and legal costs incurred in pursuit of the Group's mergers and acquisitions strategy. Work in this area had to be curtailed as a result of the impact of the COVID-19 pandemic.

 

Then, in the second half of the year, the carrying value of our traditional Italian brands incurred a non-cash impairment charge of €9.6m, with a related deferred tax credit of €1.1m. This reflected both the considerable impact of the pandemic on the near-term prospects for the Italian market as well as the corresponding increase in discount rates used in the impairment review. Finally, there was also €0.6m in restructuring charges as a result of management changes. Further details are set out in note 6 of the attached Consolidated Financial Statements.

 

Finance costs

Net finance costs were €3.8m (2019: €4.5m), including €0.5m (2019: €0.6m) of interest payable on lease liabilities following the adoption and implementation of IFRS 16 "Leases". The underlying decrease was primarily due to the reduction of bank facility-drawings.

 

Taxation

The income tax expense for the year was €10.3m and included an exceptional tax credit of €1.1m recognised in respect of the Italian brands impairment charge. The underlying income tax expense (total income tax expense excluding exceptional items) was €11.4m (2019: €10.9m).  As detailed in note 9 of the Consolidated Financial Statements, the income tax expense reflects a number of factors including the tax expense for the current period, changes in provisions for taxation relating to prior years, and movements in deferred tax. The underlying effective tax rate (excluding exceptional and prior year items) of the Group was 22.2% (2019: 25.3%). The underlying decrease is principally due to a greater proportion of taxable profits coming from Poland and Czech, where the tax rates are 19%.

 

Group tax provisions totalled €3.5m at 30 September 2020, a decrease of €0.8m from 30 September 2019.

The decrease primarily relates to the release of provisions in the Czech Republic in respect of the 2012-2017 tax years, based on the length of time that has elapsed with no challenge or assessments raised by the tax authorities. As set out in the Principal Risks, the Group is exposed to a number of tax risks in the countries in which it operates. There have been a number of developments with respect to the Group's unsettled tax years in several countries. This includes Poland, where we continued with the appeal process against the €4.5m assessment issued by the Polish tax authorities in respect of our 2013 Corporate Income Tax return and historical tax positions. In February 2020 the administrative court of first instance upheld the assessment and we lodged a final appeal, to the Supreme Administrative Court, in May 2020. In respect of intellectual property restructuring, representing €3.7m of the total assessment, our view remains unchanged and, on the basis of all the available evidence and professional opinions, we consider that the position adopted by the Group will ultimately prevail. Therefore, we continue to recognise a receivable against the assessed taxes which, in accordance with the local requirements, have been paid in full to the tax authorities to facilitate the appeal. No receivable has been recognised in respect of the remaining €0.8m relating to the deductibility of the intra-group management recharges. Audits have also commenced during the year into aspects of the 2014 and 2015 tax years, but we have yet to receive any assessments. Further details are set out in note 9 of the Consolidated Financial Statements.

 

Earnings per share

The basic earnings per share for the year was 9.83 €cents per share (2019: 14.33 €cents per share). Adjusted basic earnings per share, removing the impact of exceptional items, was 21.42 €cents per share (2019: 19.75 €cents per share).

 

Cash flow and working capital

The Group continues to generate strong cash flow from operating activities. Using a measure by which we judge our underlying operational cash flow, the Group generated free cash flow of €79.6m (2019: €61.3m). This represents a strong conversion rate from Adjusted EBITDA of 112.1% (2019: 91.5%), and reflects an increased focus on managing working capital levels during the pandemic, particularly Trade Receivables.

 

The Lublin distillery project has been initiated, with planning work and permit applications underway. Capital expenditure on the project during the year has been minimal. The plant is expected to be operational by the end of 2022. The Italian bottling plant project is at an earlier stage of planning. The OneSAP project is around its mid-way stage, and it has proceeded largely to plan notwithstanding the pandemic. The new standardised technology platform is expected to be operational during the first half of the year-ending 30 September 2022. 

 

Dividend and reserves

The Board has proposed a final dividend to shareholders which represents a step-up interpretation of our progressive dividend policy. The Board proposes a final dividend of 6.78 €cents per share (2019: €6.31€cents per share), an increase of +7.4%. When combined with the interim dividend of 2.77 €cents per share paid in June 2020 (2.63 €cents interim dividend paid in June 2019), this totals 9.55 €cents per share for the year (2019: 8.94 €cents per share), an increase of +6.8% on the prior year total.

 

Given that we have not been able to complete any meaningful M&A projects in the year due to the disruption resulting from COVID-19, and the ongoing pandemic means that we are unlikely to complete a meaningful acquisition in the near-term, the Board has proposed an additional special dividend of 11.00 €cents per share payable alongside the final dividend.

 

Net debt and maturity profile

The Group's Revolving Credit Facility ("RCF"), which was taken out in 2015, expires in November 2022. Debt can be drawn and repaid at the Group's discretion without penalty or charge. At 30 September 2020, €14.0m of the RCF is utilised to back excise duty guarantees in Italy and Germany. We also retain a factoring facility capability of €70.0m, which remains unused.

 

The continued strong cash flow during the year resulted in Net Debt (now including IFRS 16 adjustments) of €22.7m at 30 September 2020, a decrease of €32.8m from 30 September 2019. Leverage has also reduced from 0.83x (as at 30 September 2019) to 0.32x reflecting the significantly increased Adjusted EBITDA and reduced borrowings.

 

Our financing facility covenants are: Net Debt/EBITDA 3.5x maximum and interest cover 4.0x minimum. We currently operate, and expect to remain, comfortably within these levels and to retain significant unused bank facilities. Our relatively low leverage, combined with the significant headroom in our bank facilities, leaves us well-placed to finance our strategic aspirations.

 

Foreign exchange

The Group remains exposed to the impact of foreign currency exchange movements, with the major trading currencies continuing to be the Polish złoty and the Czech koruna. At 30 September 2020, there were no formal hedging instruments in place.

 

A net foreign currency exchange transactional loss of €0.6m was reported within the Adjusted EBITDA for the year. This has arisen on the weakening of the Polish złoty and the Czech koruna versus the Euro.

 

Brexit

As reported previously, the Group does not expect a material impact from the UK's forthcoming exit from the European Union irrespective of the nature of the final arrangement with the EU. As the Group reports in euros and the main trading currencies are the Polish złoty and the Czech koruna, the volatility of pound sterling is not a material factor for our operations. Nevertheless, the implications of Brexit will continue to be monitored as will all the principal risks that the Group faces.

 

Equity structure

There has been no change to the equity structure of the business in the year to 30 September 2020. The issued share capital remains at 200 million Ordinary shares with a nominal value of £0.10 each.

 

 

Directors' responsibility statement

Each of the Directors, whose names and functions are listed below, confirms that:

To the best of their knowledge, the consolidated financial statements and the Company financial statements, which have been prepared in accordance with IFRS as issued by the IASB and IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Company on a consolidated and individual basis; and to the best of their knowledge, the announcement includes a fair summary of the development and performance of the business and the position of the Company on a consolidated and individual basis, together with a description of the principal risks and uncertainties that it faces.

 

Directors

 

David Maloney, Non-Executive 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

 

Kate Allum, Independent Non-Executive Director

 

 

Principal risks

Stock Spirits Group believes the following to be the principal risks facing its business and the steps we take to manage and mitigate these risks. Risks are identified and assessed through a combined bottom-up and top-down approach. If any of these risks occur, Stock Spirits' business, financial condition and performance might suffer and the trading price and/or liquidity of the shares may decline. Not all of these risks are within our control and this list cannot be considered to be exhaustive, as other risks and uncertainties may emerge in a changing business environment.

 

Clearly the impact of COVID-19 remains a major uncertainty facing almost every business. The impact on our key markets of Poland and the Czech Republic has not been material to date, however, it is almost impossible to predict the future impact, given the uncertain duration of the pandemic and the resulting longer-term macro-economic impact. At this point in time, we are assuming that when the outbreak is contained, whether through the deployment of an effective vaccine or otherwise, and restrictions are lifted, our markets will return largely to normal. However, the overall impact on the economies and consumer spending in our markets and the duration of that impact remains highly uncertain.  There may be some longer lasting changes within the trade channels e.g. some bars, restaurants and other outlets may decide not to re-open when the pandemic ends. International travel is likely to continue to be subdued, impacting economies that depend on a high level of tourism such as Italy, even after allowing for a compensating increase in domestic tourism. Online purchasing could become more significant for all categories, including alcohol. There may also be other longer lasting changes in consumer behaviours, but it is not yet clear whether that might entail a reduction in social gatherings, or an increase. Taking all these uncertain factors into account, we are currently assuming that underlying consumer demand and trends will not be significantly altered post COVID-19 in a way which would materially impact our Group as a whole. This is broadly the position we have observed over the preceding 6 months since COVID-19 became widespread across our markets, during which our businesses demonstrated strong resilience, although firm conclusions about the future cannot yet be drawn. Based on that, the Board considers the principal risks and uncertainties for the Group are:

 

(Note: References to changes in 2020 mean changes in the 12 month period ended 30 September 2020).

 

Risk description and impact

Change in 2020

 How we manage and mitigate

Rating

Risk 1
Economic and political change

Increased

 

High

·   Results are affected by overall economic conditions and consumer confidence in key geographic markets in Central and Eastern European markets and Italy where economic uncertainty and political instability is considered to be higher than other European countries.

·      We have not been significantly impacted by major economic or political changes in our key markets during 2020.

·   We monitor and analyse economic indicators and consumer consumption trends which, in turn, influence our product portfolio, new product development and route to market.

·      Further diversification of our geographic footprint through strategic M&A will also mitigate the risk of exposure to less stable political environments.

 

Risk 2

Taxes

Increased

 

High

·   Increases in taxes, particularly excise duty rates and VAT, could adversely affect demand for the Group's products. Demand for the Group's products is particularly sensitive to fluctuations in excise taxes, since excise taxes generally constitute the largest component of the sales price of spirits.

·   The Group may be exposed to tax liabilities resulting from tax audits.

·   Changes in tax laws and related interpretations and increased enforcement actions and penalties may increase the cost of doing business.

·   Certain tax positions taken by the Group are based on industry practice and external tax advice and/or involve a significant degree of judgement.

·   Changes to excise duty on spirits by 13% in the Czech Republic and 10% in Poland occurred from 1 January 2020. The strength of our brands and market position, combined with careful planning, resulted in minimal impact.

·   Looking ahead, a small formats tax will be implemented in Poland from 1 January 2021. See note 9 (Income Taxes) in the notes to the Consolidated Financial Statements for details of the ongoing tax inspections, assessments and disputes and other tax matters.

 

·   Membership of local spirits trade associations, to engage with tax authorities and government representatives and, where appropriate, provide informed input to the unintended consequences of excise increases e.g. growth of illicit alcohol and potential harm to consumers.

·   Professional tax advice and regular audits of our own tax policies, processes, documentation and compliance.

·   Appropriate provisions where tax liabilities appear probable.

·   New product development focused on lower alcohol strength, resulting in lower excise duty impact as well as offering consumers greater choice.

·   Legal challenges

 

Risk 3
Laws and regulations

Increased

 

High

·   The Group is subject to extensive laws and regulations limiting advertising, promotions and access to its products, as well as laws and regulations relating to its operations, such as anti-trust, anti-bribery, data protection, health, safety and environmental laws. These regulations
and any changes to them could limit
the Group's business activities or
increase costs.

·   Increased intensity of regulatory proposals related to both alcohol in general and spirits
in particular. In Czech Republic, a proposal to ban TV and digital advertising of alcohol has been proposed.

·   In Poland, the Competition Protection Authority (UOKiK) increased enforcement action to counteract delay in payment of creditors.

 

 

·    The key countries that we currently operate in are part of the European Union (EU) and, therefore, are subject to relatively consistent EU regulation, although the EU is taking action against Poland in relation to judicial independence, the functioning of its legislative and electoral system and the protection of fundamental rights. 

·    Monitoring legislative proposals and ensuring appropriate representation of our interests through local spirits trade associations and where appropriate, direct contact with government departments.

·    Clear processes and controls to monitor compliance with laws and regulations.

·    We operate detailed anti-bribery, anti-trust and data protection compliance policies and processes.

·    Regular update training is conducted across the business and we undertake regular reviews and independent internal audits to assess the adequacy and effectiveness of our policies and processes.

 

Risk 4
Marketplace and competition

No change

 

Medium

·   Highly competitive markets may result in pressure on prices and loss of market share. This has been particularly evident in Poland historically.

·   Changes in the Group's distribution channels may also have an adverse effect on profitability.

·   A significant portion of the Group's revenue is derived from a small number of customers. The Group may not be able to maintain its relationships with these customers or renegotiate agreements on favourable terms, or may be unable to collect payments from some customers, which would lead
to an impact in its financial condition.

·   The Group is also dependent on a few key products in a limited number of markets which contribute a significant portion of its revenue and/or profits.

·   In Poland and the Czech Republic we continued to respond to price reductions by competitors and demonstrated our resilience by growing our market share in key categories without a significant impact on our profit margins

·   Ongoing tight control over costs, including   consolidation of our Czech and Slovakia businesses and central operations roles, resulting in the reduction of two senior manager positions.

·   The Group has mechanisms and strategies in place to mitigate the damage of profit erosion but there is no assurance they will work in the economies and competitive environments in which we operate.

·   We constantly review our distribution channels and our customer relationships. We understand the changing nature of the trade channels and customer positions within those channels. We trade across all channels and actively manage our profit mix by both channel and customer.

·   We have well-established credit control policies and procedures and we put in place trade receivables insurance where it is cost effective to do so.

 

Risk 5

Strategic transactions

No change

 

Medium

·   Key objectives of the Group are: (i) the development of new products and variants; (ii) expansion 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.

·   Our new product development process continues to deliver successful innovations such as Božkov Republica rum in the Czech Republic.

·   During 2020, we fully integrated the acquisitions of Distillerie Franciacorta in Italy and Bartida in the Czech Republic completed in 2019.

·   We continue to seek value-accretive acquisition targets and have an experienced management team capable of pursuing and executing transaction opportunities swiftly and diligently; however, the owners of target businesses may have price expectations that are beyond the valuation that we can place on their business.

·   We use detailed criteria aligned with our strategy to evaluate potential M&A targets.

·   High hurdle rates, in excess of our Group WACC rate, are used in M&A valuations.

·   If we are unable to complete meaningful acquisitions, we will consider distributing surplus cash to shareholders.

·   We continue to invest significant resources in our NPD process as well as exploring opportunities to extend and enhance our third-party distribution arrangements.

 

 

Risk 6

Consumer preferences

No change

 

Medium

·   Shifts in consumer preferences or decline in social acceptability of alcohol may lead to a decrease in revenue.

 

·   Continued general decline in consumption of higher alcohol drinks, particularly by young-adult drinkers.

·   We are responding to the rise in consumer and general awareness of climate change, sustainability and other environment, social and governance (ESG) issues through a comprehensive review of the impact of our business and products and the implementation of action plans to reduce that impact

·   The Group undertakes extensive consumer and route to consumer research and has a track record of successful NPD to constantly meet changing consumer needs.

·   We have developed a range of lower alcohol products and feel confident that we have the expertise to continue to develop products that meet and satisfy consumer needs.

 

Risk 7

Disruption to operations or systems

No change

 

Medium

·   The Group's operating results may be adversely affected by disruption to its production and storage facilities, in particular its main production facilities in Poland and the Czech Republic, or by a breakdown of its information or management control systems.

·   Ongoing IT project to upgrade to a single version of SAP S4/Hana, to improve access to consistent information across the Group, deliver analytical reports and insights and further automate controls and standardise processes across the Group.

·   We retained our Cyber Essentials certification and implemented insurance cover specifically for cyber risks.

·   Insurance cover to protect the business in the event of a production disruption or other business interruption.

·   Our two primary bottling sites are capable of bottling all of our core SKUs.

·   Business Continuity and Disaster Recovery policies.

·   Our information and management control systems are subject to internal audit following a risk-based methodology.

·   Independent specialists assess and test security and resilience of our network against hacking and other cyber threats.

 

Risk 8
Supply of raw materials

No change

 

Medium

·   Commodity price changes may increase cost of raw and packaging materials.

·   The Group may not be able to pass on increases in costs to customers or adjustments may be delayed and may not fully off-set extra costs or cause a decline in sales.

·   Extreme weather conditions and climate change may damage supplies of key raw materials such as grain, causing extreme price spikes.

·   Energy price fluctuations impact us both directly and indirectly through our supply chain.

·   Labour costs may also rise ahead of our ability to pass through such costs.

·   European and global grain prices were adversely affected by lower than expected harvests and higher than forecasted demand from Asia. Raw and rectified alcohol market prices increased double digit versus last year.

·   However, our cost optimisation initiatives in procurement, including more centralised purchasing and strategic partnerships with key suppliers, have provided relative price stability and reliability of supply and ensured that overall cost of goods remains at manageable levels comparable with the prior year.

 

·   We closely monitor the key procurement markets to optimise our procurement strategies.

·   Where possible and appropriate, the Group will negotiate term contracts for the supply of core raw materials and services on competitive terms to manage pricing fluctuations.

 

Risk 9
Exchange rates

No change

 

Medium

·   Group revenue, assets and liabilities are primarily in Polish złoty and Czech koruna while results are reported in euros and the share price is in pounds sterling. Additionally, the Group's financial covenants are tested in euros.

·   Historically, volatility between the euro, the złoty and the koruna has been low, but we cannot predict future volatility.

·   Recent world trade volatility, including tariffs imposed by the US, EU and China together with the strength of the US dollar and Brexit, have led to increased currency fluctuations globally but there has been no significant impact on
the Group.

·   The Group aims to hedge transaction risk by matching cash flows, assets and liabilities through normal commercial business arrangements where possible. For example, all debt is currently drawn in local currency by market.

·   We monitor currency exposure as an integral part of our monthly review process and, where appropriate, implement hedging instruments.

·   Further diversification of our geographic footprint through strategic M&A will also mitigate exchange rate risk.

 

NEW Risk 10 - Funding and Liquidity

Increase

 

Medium

·   Refinancing requirements or investment plans could subject the Group to unexpected needs for liquidity, which may require the Group to increase its levels of indebtedness.

·   Access to financing in the longer-term depends on a variety of factors outside the Group's control, including capital and credit market conditions. Higher interest rates and more stringent borrowing requirements could increase the Group's financing charges and reduce profitability.

 

·   Liquidity has been challenging for some customers due to COVID-19. Credit markets have 'hardened' and become more expensive, also as a result of the COVID-19 pandemic.

 

·   The Group maintains a strong focus on cash, our future requirements for funding and the overall external market for financing. We undertake regular and detailed reviews of both short-term and longer-term liquidity requirements by market, including our growth ambitions.

·   We are confident that we have the appropriate processes and relationships in place to respond to any refinancing or liquidity needs and that we have placed ourselves in the best position to access funding at appropriate commercial rates in the longer term.

 

Risk 11

Talent

No change

 

Low

·   Loss of any member of the senior management team could have an adverse effect on the Group's operations.

·   The Group may also not be successful in attracting and retaining such individuals in the future, particularly due to low unemployment and higher wage inflation in Poland and the Czech Republic.

·   During the year we continued to strengthen our management team with the appointment of a new Managing Director in our enlarged Italian business, following the acquisition of Distillerie Franciacorta.

·   The results of our annual Employee Engagement Survey showed continued improvements and action plans arising from those results continue to be implemented.

·   Competitive remuneration policy to retain, motivate and attract key individuals.

·   Leadership framework to guide talent management and succession planning process to mitigate risk of losing key personnel.

·   Annual Employee Engagement Survey enables us to assess employee engagement levels across the Group and act upon the feedback in a systematic way.

 

 

 

 

 

 

Consolidated Income Statement

for the year ended 30 September 2020

 

 

 

 

 

 

Year to

30 September

 

Year to

30 September

 

 

2020

 

2019

Restated*

 

Notes

€000

€000

 

 

 

 

Revenue

3

340,988

312,419

Cost of goods sold

 

(182,757)

(164,600)

 

 

 

 

Gross profit

 

158,231

147,819

Selling expenses

 

(65,922)

(60,987)

Other operating expenses

 

(33,409)

(31,319)

Impairment loss on trade and other receivables

 

(902)

(430)

Share of loss of equity-accounted investees, net of tax

11

(165)

(536)

 

 

 

 

Operating profit before exceptional items

 

57,833

54,547

 

 

 

 

Exceptional income

6

1,510

3,766

Exceptional expenses

6

(25,700)

(15,459)

 

 

 

 

Operating profit

 

33,643

42,854

Finance income

7

179

312

Finance costs

7

(3,970)

(4,799)

 

 

 

 

Profit before tax

 

29,852

38,367

Income tax expense

9

(11,436)

(10,868)

Exceptional tax credit

6, 9

1,142

948

Total income tax expense

 

(10,294)

(9,920)

 

 

 

 

Profit for the year

 

19,558

28,447

 

 

 

 

Attributable to:

 

 

 

Equity holders of the Parent

 

19,558

28,447

 

 

 

 

Earnings per share (€cents) attributable to equity holders of the Parent

 

 

 

Basic

10

9.83

14.33

Diluted

10

9.73

14.24

 

 

 

 

         

 

*Restated for the adoption of IFRS 16, as explained in note 15.

Consolidated Statement of Financial Position

as at 30 September 2020

 

 

 

 

 

 

 

30 September

30 September

30 September

 

 

 

 2020

 2019

 2018

 

 

Notes

€000

€000

€000

 

 

 

 

Restated*

Restated*

 

Non-current assets

 

 

 

 

 

Intangible assets - goodwill

 

46,795

49,800

45,940

 

Intangible assets - other

 

306,431

326,718

311,129

 

Property, plant and equipment

 

51,639

53,532

47,011

 

Right-of-use assets

 

11,635

11,817

9,932

 

Investment in equity-accounted investee

11

2,100

16,458

16,994

 

Deferred tax assets

9

1,903

674

589

 

Other assets

 

4,483

4,720

4,742

 

 

 

 

 

 

 

 

 

424,986

463,719

436,337

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Inventories

 

44,986

43,059

30,711

 

Trade and other receivables

 

92,383

111,039

119,238

 

Other assets

 

-

-

135

 

Current tax assets

9

3,870

3,588

863

 

Short-term deposits

 

18,132

-

-

 

Cash and cash equivalents

13

42,747

63,437

50,143

 

 

 

 

 

 

 

 

 

202,118

221,123

201,090

 

 

 

 

 

 

 

Total assets

 

627,104

684,842

637,427

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

Borrowings

 

70,539

105,425

81,300

 

Other financial liabilities

 

11,632

16,034

11,168

 

Deferred tax liabilities

9

47,229

53,500

47,696

 

Provisions

 

1,249

1,234

1,082

 

Trade and other payables

 

355

331

287

 

 

 

 

 

 

 

 

 

131,004

176,524

141,533

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade and other payables

 

79,903

77,362

70,634

 

Borrowings

 

-

2

16

 

Other financial liabilities

 

5,894

4,408

3,019

 

Income tax payable

9

4,562

5,883

8,149

 

Indirect tax payable                                 

 

57,824

59,714

62,058

 

Provisions

 

805

173

717

 

 

 

 

 

 

 

 

 

148,988

147,542

144,593

 

 

 

 

 

 

 

Total liabilities

 

279,992

324,066

286,126

 

 

 

 

 

 

 

Net assets

 

347,112

360,776

351,301

 

                   

 

*Restated for the adoption of IFRS 16, as explained in note 15. 

Consolidated Statement of Financial Position

as at 30 September 2020

 

 

 

 

30 September

30 September

30 September

 

 

 

2020

2019

 2018

 

 

Notes

€000

€000

€000

 

 

 

 

Restated*

Restated*

 

Capital and reserves

 

 

 

 

 

Issued capital

 

23,625

23,625

23,625

 

Merger reserve

 

99,033

99,033

99,033

 

Consolidation reserve

 

5,130

5,130

5,130

 

Own share reserve

 

(3,938)

(2,718)

(3,370)

 

Other reserve

 

12,935

12,566

11,406

 

Foreign currency translation reserve

 

(4,472)

9,774

13,915

 

Retained earnings

 

214,799

213,366

201,562

 

 

 

 

 

 

 

Total equity

 

347,112

360,776

351,301

 

 

 

 

 

 

 

Total equity and liabilities

 

627,104

684,842

637,427

 

 

 

*Restated for the adoption of IFRS 16, as explained in note 15.

Consolidated Statement of Cash Flows

for the year ended 30 September 2020

 

 

 

Year to

30 September

2020

Year to

30 September

2019

 

Notes

€000

€000

 

 

 

Restated*

Operating activities

 

 

 

Profit for the year

 

19,558

28,447

Adjustments to reconcile profit for the year to net cash flows:

 

 

 

Income tax expense recognised in income statement

9

10,294

9,920

Interest expense and bank commissions

7

3,970

4,718

Loss on disposal of intangible and tangible assets

 

866

50

Other financial income

7

(151)

(312)

Depreciation of property, plant and equipment

 

7,140

6,744

Depreciation of right-of-use assets

 

3,568

3,158

Amortisation of intangible assets

 

2,319

1,966

Impairment of goodwill and brands

6

9,591

14,295

Impairment of investment

6, 11

14,193

-

Net release of contingent consideration

6, 11

(1,510)

-

Gain on liquidation of subsidiary

6

-

(3,766)

Net foreign exchange (gain)/loss

7

(28)

81

Share-based compensation charge

 

2,864

2,492

Share of loss of equity-accounted investees, net of tax

11

165

536

Increase/(decrease) in provisions

 

668

(443)

 

 

73,507

67,886

Working capital adjustments

 

 

 

Decrease in trade receivables and other assets

 

18,656

9,962

Increase in inventories

 

(1,927)

(7,815)

Increase in trade payables and other liabilities

 

513

1,384

 

 

17,242

3,531

Cash generated by operations

 

90,749

71,417

Income tax paid

9

(17,451)

(15,196)

Net cash flows from operating activities

 

73,298

56,221

 

Investing activities

 

 

 

Interest received

7

151

195

Funds placed on short-term deposit

 

(18,132)

-

Payments to acquire intangible assets

 

(3,583)

(1,628)

Proceeds from sale of property, plant and equipment

 

148

21

Purchase of property, plant and equipment

 

(7,723)

(8,556)

Acquisition of subsidiaries, net of cash acquired

 

-

(31,801)

Payment of contingent consideration

 

(1,350)

-

Net cash flow from investing activities

 

(30,489)

(41,769)

 

Financing activities

 

 

 

(Decrease)/increase in borrowings

 

(32,379)

24,981

Interest paid

 

(3,624)

(5,361)

Purchase of own shares

 

(3,841)

-

Payment of lease liabilities

 

(3,887)

(3,234)

Dividends paid to equity holders of the Parent

 

(17,999)

(17,121)

Net cash flow from financing activities

 

(61,730)

(735)

 

 

 

 

Net (decrease)/increase in cash and cash equivalents

 

(18,921)

13,717

Cash and cash equivalents at the start of the year

 

63,437

50,143

Effect of exchange rates on cash and cash equivalents

 

(1,769)

(423)

 

 

 

 

Cash and cash equivalents at the end of the year

13

42,747

63,437

 

 

 

 

 

*Restated for the adoption of IFRS 16, as explained in note 15.

 

 

Notes to the Consolidated Financial Statements                      

at 30 September 2020

 

1.  Corporate information

The consolidated financial statements were approved and authorised for issue by the Board of Directors of Stock Spirits Group PLC (the Company) on 2 December 2020.

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 (the Group), is involved in the production and distribution of branded spirits in Central and Eastern Europe and Italy.

2.  Basis of preparation

These financial statements are consistent with the consolidated financial statements of the Group for the year ended 30 September 2020. The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. International Financial Reporting Standards are issued by the International Accounting Standard Board (IASB).

The consolidated financial statements have been prepared on a going concern basis as the Directors believe there are no material uncertainties that lead to significant doubt that the Group can continue as a going concern for a period of at least 12 months from the date of approval of the financial statements.

 

3.  Revenue

 

Year to

30 September

2020

Year to

30 September

2019

 

€000

€000

 

 

 

Revenue from the sale of spirits, gross of excise taxes

948,131

878,249

Other sales

3,521

4,059

Excise taxes

(610,664)

(569,889)

 

 

 

Revenue

340,988

312,419

4.  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 operating segment is managed separately, as each of these geographic areas requires 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 Adjusted EBITDA reported to the Chief Operating Decision-Maker to assess performance is based on operating profit and excludes Intra-group profits, depreciation, amortisation, share of results of equity-accounted investees and exceptional items.

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 Republic

Italy

Other Operational

Corporate

Total

2020

€000

€000

€000

€000

€000

€000

 

 

 

 

 

 

 

External revenue

193,600

87,325

30,559

29,504

-

340,988

 

 

 

 

 

 

 

Alternative performance measures

 

 

 

 

 

 

Statutory revenue

193,600

87,325

30,559

29,504

-

340,988

Adjust for acquisitions

-

(9,184)

(5,877)

(1,468)

-

(16,529)

Underlying revenue

193,600

78,141

24,682

28,036

-

324,459

Impact of foreign exchange movements

-

-

-

-

-

-

Underlying revenue at constant currency

193,600

78,141

24,682

28,036

-

324,459

 

 

 

 

 

 

 

 

EBITDA before exceptional expenses

49,817

25,749

(7,618)

2,915

(24,028)

46,835

Net exceptional expenses (note 6)

127

317

9,591

479

13,676

24,190

Adjusted EBITDA

49,944

26,066

1,973

3,394

(10,352)

71,025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alternative performance measures

 

 

 

 

 

 

Adjusted EBITDA (note 5)

49,944

26,066

1,973

3,394

(10,352)

71,025

Adjust for acquisitions

-

(1,471)

(61)

(578)

-

(2,110)

Underlying adjusted EBITDA

49,944

24,595

1,912

2,816

(10,352)

68,915

Impact of foreign exchange movements

-

-

-

-

-

-

Underlying adjusted EBITDA at constant currency

49,944

24,595

1,912

2,816

(10,352)

68,915

 

           
             
             

 

Poland

Czech Republic

Italy

Other

Operational

Corporate

Total

2019 - restated

€000

€000

€000

€000

€000

€000

 

 

 

 

 

 

 

External revenue

171,670

81,338

26,896

32,515

-

312,419

 

 

 

 

 

 

 

Alternative performance measures

 

 

 

 

 

 

Statutory revenue

171,670

81,338

26,896

32,515

-

312,419

Adjust for acquisitions

-

(2,237)

(1,516)

(322)

-

(4,075)

Underlying revenue

171,670

79,101

25,380

32,193

-

308,344

Impact of foreign exchange movements

(3,502)

(1,214)

-

-

-

(4,716)

Underlying revenue at constant currency

168,168

77,887

25,380

32,193

-

303,628

 

 

 

 

 

 

 

EBITDA before exceptional expenses

43,136

24,012

(11,597)

5,225

(5,518)

55,258

Net exceptional expenses (note 6)

-

242

15,217

-

(3,766)

11,693

Adjusted EBITDA

43,136

24,254

3,620

5,225

(9,284)

66,951

                                     

 

 

Poland

Czech Republic

Italy

Other

Operational

Corporate

Total

 

2019 - restated

€000

€000

€000

€000

€000

€000

 

 

Alternative performance measures

 

 

 

 

 

 

Adjusted EBITDA (note 5)

43,136

24,254

3,620

5,225

(9,284)

66,951

Adjust for acquisitions

-

(10)

211

(92)

59

168

Underlying adjusted EBITDA

43,136

24,244

3,831

5,133

(9,225)

67,119

Impact of foreign exchange movements

(906)

(205)

-

-

(145)

(1,256)

Underlying adjusted EBITDA at constant currency

42,230

24,039

3,831

5,133

(9,370)

65,863

                             

5.  Adjusted EBITDA and Free Cash Flow

 

The Group defines Adjusted EBITDA as operating profit before depreciation and amortisation, exceptional items and the share of results of equity-accounted investees. The Group defines Adjusted EBITDA margin as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow conversion are supplemental measures of the Group's performance and liquidity that are not required to be presented in accordance with IFRS.

The directors use the Adjusted EBITDA and Adjusted free cash flow conversion as key performance measures of the business. They remove significant items that would otherwise distort comparability.

Adjusted EBITDA

 

Year to

30 September

2020

Year to

30 September

2019

 

€000

€000

Restated

 

 

 

Operating profit

33,643

42,854

Net exceptional expenses (note 6)

24,190

11,693

Share of results of equity-accounted investees, net of tax (note 11)

165

536

 

57,998

55,083

Depreciation and amortisation

13,027

11,868

Adjusted EBITDA

71,025

66,951

 

 

 

Adjusted EBITDA margin

20.8%

21.4%

 

Free cash flow

Year to

30 September

2020

Year to

30 September

2019

 

€000

€000

Restated

 

 

 

Cash generated from operations

90,749

71,417

Payments to acquire property, plant and equipment

(7,723)

(8,556)

Payments to acquire intangible assets

(3,583)

(1,628)

Proceeds from sale of property, plant and equipment

148

21

Free cash flow

79,591

61,254

 

 

 

Adjusted free cash flow conversion

112.1%

91.5%

 

 

6.  Exceptional items

 

Year to

30 September

2020

Year to

30 September

2019

 

€000

€000

Exceptional income:

 

 

Net release of contingent consideration1

1,510

-

Realisation of exchange differences following liquidation of Stock Spirits Group Services A.G2

 

-

 

3,766

Total exceptional income

1,510

3,766

 

Exceptional expense:

 

 

Impairment of Italian brands and goodwill3

9,591

14,295

Impairment of equity-accounted investment in Quintessential Brands Ireland Whiskey Limited4

 

14,193

 

-

Costs associated with mergers and acquisitions5

1,310

1,164

Restructuring costs6

606

-

Total exceptional expense

25,700

15,459

 

 

 

Net exceptional expenses

24,190

11,693

 

1.     There has been a net release in provisions for contingent consideration relating to past acquisitions totalling €1,510,000. This is predominantly in respect of the investment in Quintessential Brands Ireland Whiskey Limited at €1,827,000. Due to the size of the change in the provision, and for consistent presentation with the impairment expense (refer to reference 4 below), this has been disclosed as an exceptional item.

2.     A gain of €3,766,000 was recorded in 2019 on realisation of exchange differences following the liquidation of Stock Spirits Group Services A.G..

3.     There has been a non-cash impairment on brands in Italy of €9,591,000 in the year ending 30 September 2020.

Performance in Italy during the year was below budget, and therefore an indicator of impairment was identified. An assessment of recoverable amount was performed at the cash-generating unit (CGU) level as this is the lowest level of separately identifiable cash flows. It was not possible to estimate the recoverable amount at the brand level.

The occurrence of the Coronavirus pandemic has been a global issue affecting every single business sector and every country to some degree. It has had a significant impact on the global economy, and significant changes with an adverse effect have taken place in the markets and economic environment in which the Group operates - particularly in Italy where there is a larger proportion of sales to the on-trade channel than in other markets in which the Group operates. These sales were particularly impacted by the prolonged closure of bars, restaurants and hotels.

Following slow recovery and uncertainty over the impact of a second wave, the latest financial projections are insufficient to support the carrying value of the CGU. Therefore an impairment loss on the value of brands totalling €9,591,000 has been recognised in the year. There has been a corresponding reduction in deferred tax liabilities of €1,142,000, which has been recorded as an exceptional tax credit.

Due to the nature and size of the impairment loss this has been disclosed as an exceptional expense. Also refer to note 9.

In 2019, the impairment review for goodwill and other intangible assets identified the need to impair the carrying value of goodwill and brands in the Italian CGU by €7,732,000 and €6,563,000, respectively. There was a corresponding reduction in deferred tax liabilities of €948,000, which was recorded as an exceptional tax credit.

4.     The impact of the pandemic also provided objective evidence that the Group's equity investment in Quintessential Brands Ireland Whiskey Limited (QBIWL) may be impaired. The latest three-year plan for QBIWL considers a range of economic conditions, together with reasonable and supportable assumptions that may exist over the next three years. The three-year plan indicates that the cash flow projections under the value-in-use approach are no longer sufficient to support the carrying value of the investment, indicating a possible impairment. Consequently, the Group estimated the recoverable amount of the investment in QBIWL using the "fair value less costs of disposal" approach. Under this approach, the fair value of the investment less costs of disposal was estimated to be higher than the value-in-use, but still lower than the carrying value of the investment, thereby indicating an impairment.

A non-cash impairment loss of €14,193,000 has therefore been recognised in the year. The impairment loss reduced the carrying value of the investment in QBIWL to €2,100,000. Due to the nature and size of the impairment this has been disclosed as an exceptional expense. Also refer to note 11.

5.     Expenses of €1,310,000 were incurred in the year ending 30 September 2020, relating to advisory and legal costs incurred in pursuit of the Group's strategy in respect of mergers and acquisitions.

In 2019 costs were incurred in association with the acquisitions of Distillerie Franciacorta S.p.A., Bartida s.r.o. and Bartida Retail s.r.o. These principally comprised professional fees and totalled €922,000 for Distillerie Franciacorta and €242,000 for the Bartida entities. Due to the nature of these costs these have been disclosed as an exceptional expense.

6.     Severance costs totalling €606,000 have been incurred in the year ending 30 September 2020, resulting from internal reorganisations in the sales and manufacturing divisions, as well as in Group management. Due to their nature, these have been disclosed as an exceptional expense.

 

7.    Finance income and costs

 

Year to

30 September

2020

Year to

30 September

2019

 

€000

€000

Restated

Finance income:

 

 

Foreign currency exchange gain

28

-

Interest income

151

195

Change in fair value of consideration paid in business combinations

-

117

Total finance income

179

312

 

 

 

Finance costs:

 

 

Interest payable on bank overdrafts and loans

1,659

2,243

Foreign currency exchange loss

-

81

Bank commissions, guarantees and other payables

738

633

Interest payable on lease liabilities

503

585

Change in fair value of deferred and contingent consideration               

292

82

Other interest expense

778

1,175

Total finance costs

3,970

4,799

 

 

 

Net finance costs

3,791

4,487

Other interest includes interest and fees paid by Stock Polska Sp. z.o.o under reverse factoring arrangements totalling €772,000 (2019: €737,000).

 

8.    Operating profit

 

Year to

30 September

2020

Year to

30 September

2019

 

€000

€000

Restated

Alternative performance measures

 

 

Statutory operating profit before exceptional items

57,833

54,547

Adjust for acquisitions

(864)

609

Underlying operating profit before exceptional items

56,969

55,156

9.    Income taxes

(i) Income tax recognised in profit or loss:

 

 

Income tax expense:

Year to

30 September

2020

Year to

30 September

2019

 

€000

€000

Income tax expense comprises:

 

 

 

Current tax expense

16,419

11,977

Tax credit relating to prior year

(570)

(1,802)

Deferred tax (credit)/charge

(4,446)

602

Other taxes

33

91

 

 

 

Income tax expense

11,436

10,868

 

 

 

 

 

Year to

30 September

2020

Year to

30 September

2019

Exceptional tax credit:

€000

€000

 

 

 

Deferred tax credit - impact of impairment of brands (note 6)

(1,142)

(948)

 

There have been no tax charges to other comprehensive income or directly to equity, with the exception of the transition impact in relation to the implementation of IFRS 16 as detailed in note 15.

 

Reconciliation of effective tax rate

 

Year to

30 September

2020

Year to

30 September

2019

 

€000

€000

Restated

 

 

 

Profit before tax

29,852

38,367

 

 

 

Accounting profit multiplied by United Kingdom rate of corporation tax 19.00% (2019: 19.00%)

 

 

                                        - Underlying items

10,268

9,511

                                        - Exceptional items

(4,596)

(2,221)

Expenses not deductible for tax purposes

 

 

                                        - Underlying items

1,428

883

                                        - Exceptional items

2,532

2,605

Gains not taxable - Exceptional items

-

(716)

Deductible timing differences for which no deferred tax is recognised

 

 

                                        - Underlying items

223

259

                                        - Exceptional items

249

-

Utilisation and recognition of previously unrecognised deferred tax assets

(741)

(126)

Tax losses for which no deferred tax is recognised

2,039

1,582

Share of loss of equity-accounted investees, net of tax

31

102

Effect of differences in applicable tax rates in foreign jurisdictions

 

 

                                        - Underlying items

(16)

368

                                        - Exceptional items

673

(616)

Revaluation of deferred tax balances on changes in applicable rates of corporation tax

 

(1,259)

 

-

Tax credit relating to prior periods

(570)

(1,802)

Other taxes

33

91

 

 

 

 

 

 

Total tax charge

10,294

9,920

 

 

 

Effective tax rate

34.5%

25.9%

 

 

 

Exceptional items above represent the impact on the tax charge of the exceptional items (note 6).

 

(ii) Income tax recognised in the balance sheet:

Current tax liability:

 

Year to

30 September

2020

Year to

30 September

2019

 

€000

€000

 

 

 

Tax prepayments as of start of period

3,588

863

Current tax liability as of start of period

(5,883)

(8,149)

 

(2,295)

(7,286)

 

 

 

Tax credit relating to prior periods

570

1,802

Payments in the period

17,451

15,196

Current tax expense

(16,419)

(11,977)

Other taxes

(33)

(91)

Interest on open tax enquiries

58

141

Tax liabilities assumed in business combinations

-

(61)

Foreign exchange differences

(24)

(19)

 

 

 

Net current tax liability

(692)

(2,295)

 

 

 

Analysed as:

 

 

Tax prepayment as of end of period

3,870

3,588

Current tax liability as of end of period

(4,562)

(5,883)

 

 

 

 

(692)

(2,295)

Group tax provisions

The Group is a sizeable international drinks business, operating across multiple jurisdictions, subject to different tax regimes with intercompany cross-border transactions being subject to transfer pricing regulations. As tax, and especially transfer pricing (where regulations and their interpretation may vary considerably), is an area of inherent risk, tax positions adopted by the Group and its cross-border intercompany transactions may be subject to challenge by the relevant tax authorities. Although the Group aims to comply with applicable laws and regulations and operates an OECD principles-based transfer pricing model, at each balance sheet date the Group undertakes a review of potential tax risks and tax positions and, whilst it is not possible to predict the outcome of any pending enquiries, ensures that adequate provisions are made in the Group accounts to cover any associated cash outflows and estimated future settlements.

Provisions against uncertain tax positions are based on management's assessment of the most likely or expected outcome, however, due to the nature of the underlying items and likelihood of further developments, there is a reasonable possibility of material changes to these estimates over the next 12 months.

Although the Group's transfer pricing is performed on an arm's length basis, in management's view there is a risk that tax positions regarding intercompany transactions in certain jurisdictions, including Poland, Italy and Germany, may ultimately not be accepted.

At 30 September 2020, the Group has recognised tax provisions totalling €3.5m (2019: €4.3m) in relation to matters where it is probable that tax positions adopted by the Group may not ultimately be sustained by the relevant authorities. These tax provisions are included in income taxes payable on the balance sheet. The reduction is mainly due to the release of provisions no longer required and foreign exchange differences.

On 17 August 2020, the German tax authorities opened enquiries into the 2016-2018 Corporate Income Tax returns of Baltic Distillery GmbH. These enquiries are currently ongoing and at 30 September 2020 there have been no significant developments.

There have been no significant developments in Italy in respect of the tax dispute relating to 2009-2010 and, as at 30 September 2020, provisions held in respect of issues under dispute remain unchanged.

Similarly, there have been no developments in respect of the ongoing tax appeal in the Czech Republic related to the 2011 Corporate Income Tax return of Stock Plzeň-Božkov s.r.o.

Status of Poland tax enquiries

During the year, Stock Polska Sp. z.o.o., continued its appeal against the €4.5m assessment issued by the tax authorities in respect of its 2013 Corporate Income Tax return relating to pre-IPO intra-group intellectual property restructuring and management recharges. In February 2020, the administrative court of first instance upheld the assessment and in May 2020, the Group lodged a final appeal to the Supreme Administrative Court. With regards to the amortisation of the intellectual property, the Group obtained advanced tax rulings from the tax authorities prior to implementation, adopted a tax position fully compliant with the tax laws prevailing at the time and made full disclosures. As the Group's tax position had been accepted by the tax authorities for the periods prior to 2013, the Group does not consider there to be any valid basis for the challenge. On the basis of all the available evidence and professional opinions, the Group considers that the position adopted by it in respect of intellectual property restructuring will ultimately prevail. Therefore, the Group continues to recognise a receivable against the assessed taxes which, in accordance with the local requirements, have been paid in full to the tax authorities to facilitate the appeal. No receivable has been recognised in respect of the remaining €0.8m relating to the deductibility of the intra-group management recharges.

In January 2020, the Polish tax authorities commenced an audit of the Stock Polska Sp. z.o.o. 2014 Corporate Income Tax return. This is currently ongoing and we have not yet received an assessment. If the tax authority adopts an approach similar to the audit of the 2013 CIT return, any tax assessed will need to be paid, and then recovery sought through the appeal process. The amount of tax at stake for the period relating to both the intellectual property restructuring and management recharges and including interest, is approximately €9m. Amounts in respect of management recharges have been provided for within the transfer pricing risks provision identified above.

Whilst not subject to enquiries, the tax impact of deductions claimed in respect of the amortisation of the intellectual property in each of the subsequent years from 2015 to 2017 are in the range between €5.8m and €6.3m. This, together with late interest at the prescribed rate of 8%, represents the Group's maximum possible exposure associated with the issue. Management considers that ultimately it is probable that the adopted tax position will be sustained and therefore no provision has been recognised.

Impact of Brexit

There is currently significant uncertainty over the outcome of the negotiations, the future arrangements between the UK and the EU, and the laws that will apply to the UK after the transition period. In particular, uncertainty remains over the application of EU directives such as the Parent-Subsidiary or Interest and Royalties Directives concerning the tax treatment of interest, royalties and dividend payments between EU Member States and the UK. At this stage, the level of uncertainty is such that it is impossible to determine if, how and when the laws will change. As it stands, the Group has not identified any critical dependencies or reliances which could not be managed.

(iii) Unrecognised tax losses

The Group has unrecognised tax losses which arose in the UK of €64.7m as at 30 September 2020 (2019: €49.5m) that are available indefinitely for off-set against future taxable profits of the companies in which the losses arose. A deferred tax asset has not been recognised in respect of these losses due to uncertainty in respect of timing and amount of future taxable profits against which the tax losses could be utilised. 

 (iv)  Deferred tax balances

 

1 October

2019

Credited

to income

Translation

difference

30 September
2020

2020

€000

€000

€000

€000

Temporary differences:

 

 

 

 

Brands

(57,706)

2,399

2,203

(53,104)

Accrued liabilities

5,512

2,656

(194)

7,974

Other assets and liabilities

(632)

533

(97)

(196)

 

 

 

 

 

 

(52,826)

5,588

1,912

(45,326)

 

 

 

 

 

Deferred tax asset

674

1,557

(328)

1,903

Deferred tax liability

(53,500)

4,031

2,240

(47,229)

 

 

 

 

 

 

(52,826)

5,588

1,912

(45,326)

 

 

1 October

2018

(Charged)/ credited

to income

 

Acquisitions

Credited

to equity

Translation

difference

30 September
2019

2019 - restated

€000

€000

€000

€000

€000

€000

Temporary differences:

 

 

 

 

 

 

Brands

(55,015)

989

(3,824)

-

144

(57,706)

Accrued liabilities

5,940

(292)

-

-

(136)

5,512

Other assets and liabilities

1,968

(351)

(2,254)

47

(42)

(632)

 

 

 

 

 

 

 

 

(47,107)

346

(6,078)

47

(34)

(52,826)

 

 

 

 

 

 

 

Deferred tax asset

589

77

-

-

8

674

Deferred tax liability

(47,696)

269

(6,078)

47

(42)

(53,500)

 

 

 

 

 

 

 

 

(47,107)

346

(6,078)

47

(34)

(52,826)

               

 

Included in the amounts credited to income is an exceptional deferred tax credit of €1,142,000 (2019: €948,000) related to the impairment of Italian brands (note 6). Also included in the amounts credited to income is a €1,259,000 credit arising as a result of a re-measurement of the deferred tax liability in respect of brands held by F.lli Galli, Camis & Stock A.G. due to a change in the applicable Corporate Income Tax rate from 14.5% to 11.91%.

Deferred tax assets and liabilities recognised as at 30 September 2020 have been calculated using tax rates enacted or substantively enacted at the balance sheet date and applicable to the periods in which differences between the accounting and tax book values are expected to unwind.

In the UK, a reduction in corporate income tax rate from 19% to 17% effective from 1 April 2020 has been enacted. However, as part of the 2020 UK Budget, it was announced that the UK tax rate will remain at 19% for the 2020 and 2021 tax years. The change has no effect on the Group's result as the Group does not recognise deferred tax in the UK, mainly due to structural losses.

 

 

10.  Earnings per share

Basic earnings per share amounts are calculated by dividing the profit attributable to ordinary equity holders of the Parent for the year by the weighted average number of ordinary shares outstanding during the year. 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 year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. Adjusted earnings per share amounts exclude the impact of the significant exceptional items that would otherwise distort comparability and understanding of the underlying performance of the Group.

Details of the earnings per share are set out below:

Year to

30 September

2020

Year to

30 September

2019

Basic earnings per share

 

Restated*

 

Profit attributable to the equity shareholders of the Company (€000)

19,558

28,447

Weighted average number of ordinary shares in issue for basic earnings per share (000)

198,883

198,468

Basic earnings per share (€cents)

9.83

14.33

 

 

 

Diluted earnings per share

 

 

Profit attributable to the equity shareholders of the Company (€000)

19,558

28,447

Weighted average number of diluted ordinary shares adjusted for the effect of dilution (000)

201,102

199,743

Diluted earnings per share (€cents)

9.73

14.24

 

 

 

Adjusted basic earnings per share

 

 

Profit attributable to the equity shareholders of the Company (€000)

Net exceptional expenses (€000)

Exceptional tax credit (€000)

19,558

24,190

(1,142)

28,447

11,693

 (948)

Profit attributable to the equity shareholders of the Company before exceptional income, exceptional expenses and exceptional tax credit (€000)

42,606

39,192

 

 

 

Weighted average number of ordinary shares in issue for adjusted basic earnings per share (000)

198,883

198,468

Adjusted basic earnings per share (€cents)

21.42

19.75

 

 

 

Adjusted diluted earnings per share

 

 

Profit attributable to the equity shareholders of the Company (€000)

Net exceptional expenses (€000)

Exceptional tax credit (€000)

19,558

24,190

(1,142)

28,447

11,693

(948)

Profit attributable to the equity shareholders of the Company before exceptional expenses and exceptional tax credit (€000)

42,606

39,192

 

 

 

Weighted average number of diluted ordinary shares adjusted for the effect of dilution (000)

201,102

199,743

Adjusted diluted earnings per share (€cents)

21.19

19.62

       

 

 

Reconciliation of basic to diluted ordinary shares

Year to

30 September

2020

000

Year to

30 September

2019

000

 

 

 

Issued Ordinary shares

200,000

200,000

Effect of own shares held

(2,381)

(1,692)

Effect of vesting of share options

1,264

160

Basic weighted average number of Ordinary shares

198,883

198,468

 

 

 

Effect of options

2,219

1,275

Diluted weighted average number of Ordinary shares

201,102

199,743

 

All of the share awards are dilutive.

There have been no material transactions involving the Group's ordinary shares between the reporting date and the date of authorisation of these financial statements.

 

11. Investment in equity-accounted investee

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 (QBIWL), representing 25,001 B ordinary shares, for a cash consideration of up to €18,333,000. Consideration comprised an initial cash payment of €15,000,000 for 25% of the equity interest, and a contingent consideration of up to €3,333,000 which is payable over the period November 2020 to May 2022, subject to performance conditions.

QBIWL owns The Dublin Liberties Irish Whiskey© and the Dubliner Irish Whiskey© brands, a range of ultra-premium through to standard Irish whiskies. The principal place of business of QBIWL is Dublin, Ireland.

This investment was made to enable the Group to capitalise on the growing whisky category and to enhance our whisky expertise.

The registered address of QBIWL is Tullyroe, Mountrath Road, Abbeyleix, Co. Laois, R32 K230, Republic of Ireland. The latest audited accounts for QBIWL were prepared for the year ended 31 March 2020.

There has been a corresponding reduction in the carrying value of the investment to reflect the Group's share of the loss.

the impact of the Coronavirus pandemic provided objective evidence that the Group's equity investment in QBIWL may be impaired. The latest three-year plan for QBIWL considers a range of economic conditions, together with reasonable and supportable assumptions that may exist over the next three years. The three-year plan indicates that the cash flow projections under the value-in-use approach are no longer sufficient to support the carrying value of the investment, indicating a possible impairment. Consequently, the Group estimated the recoverable amount of the investment in QBIWL using the fair value less costs of disposal approach. Under this approach, the fair value of the investment less costs of disposal was estimated to be higher than the value-in-use, but still lower than the carrying value of the investment, thereby indicating an impairment.

QBIWL has guaranteed the borrowings made by other QB Group companies up to a maximum of £20m. This £20m guarantee cap is in addition to any borrowings made directly by QBIWL

The following table summarises the financial information of QBIWL as included in its own financial statements, adjusted for fair value adjustments at acquisition and differences in accounting policies, as at 30 September 2020. The table also reconciles the summarised financial information to the carrying value of the Group's interest in QBIWL, and the results for the year to 30 September 2020.

 

30 September

2020

30 September

2019

 

€000

€000

Net assets

 

 

Non-current assets

63,224

64,807

Current assets and liabilities

15,813

9,214

Non-current liabilities

(15,566)

(9,889)

 

 

 

Net assets

63,471

64,132

 

 

 

Group's share of net assets (25%)

15,868

16,033

Goodwill

425

425

Impairment of investment (note 6)

(14,193)

-

Carrying value of investment in associate at end of period

2,100

16,458

 

 

Year to

30 September

2020

Year to

30 September

2019

 

€000

€000

 

 

 

Revenue (100%)

7,533

8,103

 

 

 

Loss from continuing operations (100%)

(660)

(2,144)

Total comprehensive expense (100%)

(660)

(2,144)

Group's share of loss from continuing operations (25%)

(165)

(536)

Group's share of total comprehensive expense (25%)

(165)

(536)

 

 

 

Carrying value of investment in associate brought forward

16,458

16,994

Share of loss from continuing operations (25%) during the period

(165)

(536)

Impairment of investment (note 6)

(14,193)

-

Carrying value of investment in associate carried forward

2,100

16,458

 

12.  Risk management

Capital risk management

 

2020

2019

 

€000

€000

Restated

 

 

 

Net debt

22,678

55,445

Equity attributable to the owners of the Company

347,112

360,776

 

369,790

416,221

 

Net debt is calculated as follows:

2020

2019

 

€000

€000

Restated

 

 

 

Cash and cash equivalents (note 13)

42,747

63,437

Short-term deposits

18,132

-

Floating rate loans and borrowings

(70,555)

(105,502)

Lease obligations

(13,002)

(13,380)

 

 

 

Net debt

(22,678)

(55,445)

 

 

2020

2019

 

€000

€000

 

 

Restated

 

Adjusted EBITDA (note 5)

71,025

66,951

Net debt/Adjusted EBITDA ratio (Leverage)

0.32 times

0.83 times

                                                                               

Return on capital employed

Return on capital employed (ROCE) is calculated as follows:

 

2020

2019

 

€000

€000

 

 

 

Non-current assets

424,986

463,719

Current assets

202,118

221,123

Current liabilities

(148,988)

(147,542)

 

 

 

Capital employed

478,116

537,300

 

 

2020

2019

Alternative performance measures

€000

€000

 

 

 

Statutory operating profit before exceptional items

57,833

54,547

Statutory operating profit before exceptional items/capital employed (ROCE)

 

12.1%

 

10.2%

 

13.  Cash and cash equivalents

 

30 September

2020

30 September

2019

 

€000

€000

 

 

 

Cash and bank balances

42,747

63,437

 

Cash and cash equivalents are denominated in the following currencies:

 

30 September

2020

30 September

2019

 

€000

€000

 

 

 

Sterling

4,688

21,121

Euro

12,072

11,226

Czech Koruna

12,380

16,165

Polish Złoty

12,492

13,223

Other currencies

1,115

1,702

Total

42,747

63,437

 

14.  Events after the balance sheet date

 

15.  Changes in accounting policies - IFRS 16: Leases

Restatement of Consolidated Income Statement:

 

 

Year ended 30 September 2019 reported

IFRS 16 impact

Year ended 30 September 2019 restated

 

€000

€000

€000

 

 

 

 

Revenue

312,419

-

312,419

Cost of goods sold

(164,600)

-

(164,600)

 

 

 

 

Gross profit

147,819

-

147,819

Selling expenses

(61,299)

312

(60,987)

Other operating expenses

(31,644)

325

(31,319)

Impairment loss on trade and other receivables

(430)

-

(430)

Share of loss of equity-accounted investees, net of tax

(536)

-

(536)

 

 

 

 

Operating profit before exceptional items

53,910

637

54,547

Exceptional income

3,766

-

3,766

Exceptional expense

(15,459)

-

(15,459)

 

 

 

 

Operating profit

42,217

637

42,854

Finance income

312

-

312

Finance costs

(4,299)

(500)

(4,799)

 

 

 

 

Profit before tax

38,230

137

38,367

Income tax expense

(10,868)

-

(10,868)

Exceptional tax credit

948

-

948

Total income tax expense

(9,920)

-

(9,920)

 

 

 

 

Profit for the period

28,310

137

28,447

 

 

 

 

Earnings per share, (€cents), attributable to equity holders of the Parent

 

 

 

Basic

14.26

0.07

14.33

Diluted

14.17

0.07

14.24

 

 

 

 

KPIs and APMs

 

 

 

Adjusted EBITDA

63,217

3,734

66,951

Adjusted EBITDA margin

20.2%

1.2%

21.4%

Adjusted basic earnings per share (€cents)

19.68

0.07

19.75

Restatement of Consolidated Statement of Financial Position:

 

 

30 September

IFRS 16

30 September

 

 2018 - reported

impact

 2018 - restated

 

€000

€000

€000

Non-current assets

 

 

 

Intangible assets - goodwill

45,940

-

45,940

Intangible assets - other

311,129

-

311,129

Property, plant and equipment

47,265

(254)

47,011

Right-of-use assets

-

9,932

9,932

Investment in equity-accounted investee

16,994

-

16,994

Deferred tax assets

589

-

589

Other assets

4,742

-

4,742

 

426,659

9,678

436,337

Current assets

 

 

 

Inventories

30,711

-

30,711

Trade and other receivables

119,238

-

119,238

Other assets

135

-

135

Current tax assets

863

-

863

Cash and cash equivalents

50,143

-

50,143

 

201,090

-

201,090

Total assets

627,749

9,678

637,427

Non-current liabilities

 

 

 

Borrowings

81,300

-

81,300

Other financial liabilities

2,692

8,476

11,168

Deferred tax liabilities

47,421

275

47,696

Provisions

1,082

-

1,082

Trade and other payables

287

-

287

 

132,782

8.751

141,533

Current liabilities

 

 

 

Trade and other payables

72,080

(1,446)

70,634

Borrowings

16

-

16

Other financial liabilities

66

2,953

3,019

Income tax payable

8,149

-

8,149

Indirect tax payable                                 

62,058

-

62,058

Provisions

717

-

717

 

143,086

1,507

144,593

Total liabilities

275,868

10,258

286,126

Net assets

351,881

(580)

351,301

Capital and reserves

 

 

 

Issued capital

23,625

-

23,625

Merger reserve

99,033

-

99,033

Consolidation reserve

5,130

-

5,130

Own share reserve

(3,370)

-

(3,370)

Other reserve

11,406

-

11,406

Foreign currency translation reserve

13,915

-

13,915

Retained earnings

202,142

(580)

201,562

Total equity

351,881

(580)

351,301

Total equity and liabilities

627,749

9,678

637,427

 

 

 

 

KPIs and APMs

 

 

 

Net debt

31,583

11,429

43,012

Leverage ratio (12 month proforma - times)

0.53

 

0.68

             
 

 

30 September

IFRS 16

30 September

 

 2019 - reported

impact

 2019 - restated

 

€000

€000

€000

Non-current assets

 

 

 

Intangible assets - goodwill

49,800

-

49,800

Intangible assets - other

326,718

-

326,718

Property, plant and equipment

53,723

(191)

53,532

Right-of-use assets

-

11,817

11,817

Investment in equity-accounted investee

16,458

-

16,458

Deferred tax assets

674

-

674

Other assets

4,720

-

4,720

 

452,093

11,626

463,719

Current assets

 

 

 

Inventories

43,059

-

43,059

Trade and other receivables

111,068

(29)

111,039

Current tax assets

3,588

-

3,588

Cash and cash equivalents

63,437

-

63,437

 

221,152

(29)

221,123

Total assets

673,245

11,597

684,842

Non-current liabilities

 

 

 

Borrowings

105,425

-

105,425

Other financial liabilities

6,115

9,919

16,034

Deferred tax liabilities

53,272

228

53,500

Provisions

1,234

-

1,234

Trade and other payables

331

-

331

 

166,377

10,147

176,524

Current liabilities

 

 

 

Trade and other payables

78,534

(1,172)

77,362

Borrowings

2

-

2

Other financial liabilities

1,148

3,260

4,408

Income tax payable

5,883

-

5,883

Indirect tax payable                                 

59,714

-

59,714

Provisions

173

-

173

 

145,454

2,088

147,542

Total liabilities

311,831

12,235

324,066

Net assets

361,414

(638)

360,776

Capital and reserves

 

 

 

Issued capital

23,625

-

23,625

Merger reserve

99,033

-

99,033

Consolidation reserve

5,130

-

5,130

Own share reserve

(2,718)

-

(2,718)

Other reserve

12,566

-

12,566

Foreign currency translation reserve

9,774

-

9,774

Retained earnings

214,004

(638)

213,366

Total equity

361,414

(638)

360,776

Total equity and liabilities

673,245

11,597

684,842

 

 

 

 

KPIs and APMs

 

 

 

Net debt

42,266

13,179

55,445

Leverage ratio (times)

0.67

 

0.83

             

 

Restatement of Consolidated Statement of Cash Flows:

 

Year ended 30 September 2019 reported

IFRS 16 impact

Year ended 30 September 2019 restated

 

€000

€000

€000

Operating activities

 

 

 

Profit for the period

28,310

137

28,447

Adjustments to reconcile profit for the period to net cash flows:

 

 

 

Income tax expense recognised in income statement

9,920

-

9,920

Interest expense and bank commissions

4,218

500

4,718

Loss on disposal of tangible and intangible assets

50

-

50

Other financial income

(312)

-

(312)

Depreciation of property, plant and equipment

6,805

(61)

6,744

Depreciation of right-of-use assets

-

3,158

3,158

Amortisation of intangible assets

1,966

-

1,966

Impairment of goodwill and brands

14,295

-

14,295

Gain on liquidation of subsidiary

(3,766)

-

(3,766)

Net foreign exchange loss

81

-

81

Share-based compensation charge

2,492

-

2,492

Share of loss of equity-accounted investees, net of tax

536

-

536

Decrease in provisions

(443)

-

(443)

 

64,152

3,734

67,886

Working capital adjustments

 

 

 

Decrease in trade receivables and other assets

9,962

-

9,962

Increase in inventories

(7,815)

-

(7,815)

Increase in trade payables and other liabilities

1,384

-

1,384

 

3,531

-

3,531

Cash generated by operations

67,683

3,734

71,417

Income tax paid

(15,196)

-

(15,196)

Net cash flow from operating activities

52,487

3,734

56,221

 

 

 

 

Investing activities

 

 

 

Interest received

195

-

195

Payments to acquire intangible assets

(1,628)

-

(1,628)

Proceeds from sale of property, plant and equipment

21

-

21

Purchase of property, plant and equipment

(8,556)

-

(8,556)

Acquisition of subsidiaries, net of cash acquired

(31,801)

-

(31,801)

Net cash flow from investing activities

(41,769)

-

(41,769)

 

 

 

 

Financing activities

 

 

 

Increase in borrowings

24,981

-

24,981

Interest paid

(4,861)

(500)

(5,361)

Payment of lease liabilities

-

(3,234)

(3,234)

Dividends paid to equity holders of the Parent

(17,121)

-

(17,121)

Net cash flow from financing activities

2,999

(3,734)

(735)

Net increase in cash and cash equivalents

13,717

-

13,717

Cash and cash equivalents at the start of the period

50,143

-

50,143

Effect of exchange rates on cash and cash equivalents

(423)

-

(423)

Cash and cash equivalents at the end of the financial period

63,437

-

63,437

 

 

Year ended 30 September 2019 reported

IFRS 16 impact

Year ended 30 September 2019 restated

 

€000

€000

€000

Operating activities

 

 

 

Free cash flow

57,520

3,734

61,254

Adjusted free cash flow conversion

91.0%

 

91.5%

 

 

 

The financial information set out above does not constitute the company's statutory accounts for the year ended 30 September 2020 or ended 30 September 2019 but is derived from those accounts. Statutory accounts for 2019 have been delivered to the registrar of companies, and those for 2020 will be delivered in due course. The auditor has reported on those accounts; their reports were (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.

[1] Constant currency is calculated by converting 2019 results at 2020 FX rates. Underlying also excludes the impact from acquisitions made in 2019

[2] Stock Spirits 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 statutory reported figures. Adjusted EPS is the EPS excluding exceptional expenses and can be found in note 10 to the statutory reported figures.

[3] Leverage at 30 September is net debt as at 30 September divided by the 12 month Adjusted EBITDA to 30 September including IFRS 16 adjustments for 2020 for both measures

[4] Subject to shareholder approval at the AGM on 4th February 2021, the final and special dividend will be paid on 19th February 2021 based on the record date of 29th January 2021

[5] IRI data, total Italy, modern trade MAT September 2020

[6] Nielsen, total Poland, total off trade, total spirits MAT September 2020

[7] Nielsen, total Poland, total off trade, total vodka MAT September 2020. For the purposes of this estimate, total vodka = total regular vodka plus total flavoured vodka plus total flavoured vodka based liqueurs

[8] IWSR 2019

[9] In the Czech Republic the "rum" category of the spirts market includes traditional rum, which is a spirit drink made from sugar cane, and what is widely referred to as "local rum", known as "Tuzemak" or Tuzemsky", which is made from sugar beet. As used in this Report, "rum" refers to both traditional and local rum, while "Czech rum" refers to local rum

[10] Nielsen MAT to end September 2020, total Czech off-trade

[11] Source: IRI total Italy, total modern trade, total spirits, MAT September 2020. Prior year data excludes Beam Suntory

[12] Nielsen, total Slovakia, total off trade, total rum, whisky, vodka, fruit spirits, herbal bitters and fruit distillates MAT to end August 2020

[13] Nielsen Croatia, total off trade, total brandy MAT September 2020

[14] Revenue and cost of goods per litre is calculated by dividing the total Group revenue or cost of goods by the number of litres sold

 

 

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