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STCK Stock Spirits Group Plc

377.00
0.00 (0.00%)
25 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Stock Spirits Group Plc LSE:STCK London Ordinary Share GB00BF5SDZ96 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 377.00 376.50 377.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Stock Spirits Group PLC Preliminary Results (1976H)

02/12/2020 7:00am

UK Regulatory


Stock Spirits (LSE:STCK)
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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:

 
                                                                      Underlying results at constant(1) 
                                                                       currency excluding acquisitions 
                                 Reported results                                made in 2019 
 All values in EUR millions                                                         Underlying 
  unless otherwise stated         12 mth      12 mth     % change     Underlying        12 mth 
                                 to Sept     to Sept                   12 mth to       to Sept          % 
                                    2020        2019                   Sept 2020          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 EBITDA(2)                 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 - EURcents 
  per share                         9.83       14.33       -31.4% 
                              ----------  ----------  -----------  -------------  ------------  --------- 
 
 EPS adjusted basic - 
  EURcents per share(2)            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 EUR22.7m at 30 September 2020 equates to leverage of 0.32x(3)

-- Exceptional items total a net EUR23.0m; of which a net EUR21.1m are non-cash items (largely impairment of our traditional Italian brands and Irish whiskey investment), and EUR1.9m of cash items

-- Total ordinary dividend for the year +6.8% at 9.55 EURcents per share (after a proposed final dividend of 6.78 EURcents per share, up +7.4% up on last year's final dividend(4) ); in addition the Board is proposing a special dividend of 11.00 EURcents 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."

S

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                            +44 (0) 207 250 1446 
  Rob Greening            stockspirits@powerscourt-group.com 
  Lisa Kavanagh 
  Bethany Johannsen 
 

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 o dkowa, Lubelska, Bo kov 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 Bo kov 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 EUR341.0m and operating profit before exceptional items of EUR57.8m.

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 EURcents per share (2019: 6.31 EURcents) 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 EURcents. This results in total dividends for the year of 20.55 EURcents per share, up +130% on the total dividend for the prior year (2019: 8.94 EURcents 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 EUR341.0m and adjusted EBITDA of EUR71.0m, 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 EUR1.3m 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 EUR14.2m.

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 EUR9.6m 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 EUR1.5m 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 o dkowa 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 EUR193.6m (2019: EUR171.7m), with adjusted EBITDA also showing strong growth at EUR49.9m (2019: EUR43.1m).

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, whisky(6) .

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 pandemic(7) .

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 growth(7) .

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, o dkowa 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. o dkowa 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 EUR87.3m (2019: EUR81.3m) due to the contribution of the prior year acquisition, with adjusted EBITDA at EUR26.1m (2019: EUR24.3m).

Excluding the impact of the Bartida acquisition completed last year and at constant currency, underlying revenue was flat at EUR78.1m (2019: EUR77.9m) whilst adjusted EBITDA for 2020 was up +2.3%, delivering EUR24.6m (2019: EUR24.0m).

Market overview

Stock has held spirits market leadership in the Czech Republic for over 20 years(8) and has brand leaders in the key spirits categories of rum(9) , vodka and herbal bitter liqueurs(10) .

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-19(10) . 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 bitters(10) .

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 market(10) .

Stock grew value share of the largest Czech spirits category, local rum, from 64.6% to 65.8%(10) , driven by our brand-leading Bo kov Tuzemsky, which gained from shoppers' shift to trusted, well-known local brands, as well as consumers' increased at-home consumption during the pandemic. Bo kov 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 EUR30.6m (2019: EUR26.9m), with adjusted EBITDA of EUR2.0m (2019: EUR3.6m).

Excluding the impact of the acquisition of Distillerie Franciacorta completed last year, underlying revenue and adjusted EBITDA for 2020 was EUR24.7m and EUR1.9m respectively (2019: EUR25.4m and EUR3.8m).

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 2020(11) 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 EUR9.6m, 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 EUR29.5m (2019: EUR32.5m), with adjusted EBITDA of EUR3.4m (2019: EUR5.2m).

Slovakia

It was a challenging year in Slovakia, but one in which our expansion in rum - led by Bo kov 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 year(12) .

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 value(13) .

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 EUR341.0m (2019: EUR312.4m) and underlying revenue was up +6.9% to EUR324.5m (2019: EUR303.6m).

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 z oty and the Czech koruna during the year versus the euro.

Revenue per litre(14) increased +6.0% to EUR2.55 (2019: EUR2.41) 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 litre(14) increased +7.8% to EUR1.37 (2019: EUR1.27), 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 EUR65.9m (2019: EUR61.0m) 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 EUR33.4m (2019: EUR31.3m) 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 EUR71.0m (2019: EUR67.0m) representing an Adjusted EBITDA margin of 20.8% (2019: 21.4%). On an underlying basis, Adjusted EBITDA was up +4.6% at EUR68.9m (2019: EUR65.9m), resulting in an underlying Adjusted EBITDA margin of 21.2% (2019: 21.7%).

Operating profit before exceptional items was EUR57.8m, an increase of +6.0% versus 2019 (EUR54.5m). Underlying operating profit before exceptional items increased by +3.3% to EUR57.0m (2019: EUR55.2m).

Exceptional items

We have had five exceptional items in the year, totalling a net EUR23.0m (including tax), which were primarily non-cash related.

As reported at the half year, there was a non-cash impairment expense of EUR14.2m 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 EUR1.5m relating to the net overall release in provisions for contingent consideration in respect of past acquisitions. This predominantly related to the investment in QBIWL (EUR1.8m), 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 EUR1.3m 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 EUR9.6m, with a related deferred tax credit of EUR1.1m. 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 EUR0.6m 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 EUR3.8m (2019: EUR4.5m), including EUR0.5m (2019: EUR0.6m) 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 EUR10.3m and included an exceptional tax credit of EUR1.1m recognised in respect of the Italian brands impairment charge. The underlying income tax expense (total income tax expense excluding exceptional items) was EUR11.4m (2019: EUR10.9m). 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 EUR3.5m at 30 September 2020, a decrease of EUR0.8m 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 EUR4.5m 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 EUR3.7m 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 EUR0.8m 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 EURcents per share (2019: 14.33 EURcents per share). Adjusted basic earnings per share, removing the impact of exceptional items, was 21.42 EURcents per share (2019: 19.75 EURcents 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 EUR79.6m (2019: EUR61.3m). 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 EURcents per share (2019: EUR6.31EURcents per share), an increase of +7.4%. When combined with the interim dividend of 2.77 EURcents per share paid in June 2020 (2.63 EURcents interim dividend paid in June 2019), this totals 9.55 EURcents per share for the year (2019: 8.94 EURcents 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 EURcents 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, EUR14.0m of the RCF is utilised to back excise duty guarantees in Italy and Germany. We also retain a factoring facility capability of EUR70.0m, which remains unused.

The continued strong cash flow during the year resulted in Net Debt (now including IFRS 16 adjustments) of EUR22.7m at 30 September 2020, a decrease of EUR32.8m 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 z oty and the Czech koruna. At 30 September 2020, there were no formal hedging instruments in place.

A net foreign currency exchange transactional loss of EUR0.6m was reported within the Adjusted EBITDA for the year. This has arisen on the weakening of the Polish z oty 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 z oty 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 GBP0.10 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                                                 Rating 
                                                                                                                                      mitigate 
Risk 1                                                           Increased                                                                                                                              High 
 Economic and political 
 change 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
 
     *    Results are affected by overall economic conditions      *    We have not been significantly impacted by major                 *    We monitor and analyse economic indicators and 
          and consumer confidence in key geographic markets in          economic or political changes in our key markets                      consumer consumption trends which, in turn, influence 
          Central and Eastern European markets and Italy where          during 2020.                                                          our product portfolio, new product development and 
          economic uncertainty and political instability is                                                                                   route to market. 
          considered to be higher than other European 
          countries. 
                                                                                                                                         *    Further diversification of our geographic footprint 
                                                                                                                                              through strategic M&A will also mitigate the risk of 
                                                                                                                                              exposure to less stable political environments. 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
Risk 2                                                           Increased                                                                                                                              High 
 Taxes 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
 
     *    Increases in taxes, particularly excise duty rates            *    Changes to excise duty on spirits by 13% in the Czech       *    Membership of local spirits trade associations, to 
          and VAT, could adversely affect demand for the                     Republic and 10% in Poland occurred from 1 January               engage with tax authorities and government 
          Group's products. Demand for the Group's products is               2020. The strength of our brands and market position,            representatives and, where appropriate, provide 
          particularly sensitive to fluctuations in excise                   combined with careful planning, resulted in minimal              informed input to the unintended consequences of 
          taxes, since excise taxes generally constitute the                 impact.                                                          excise increases e.g. growth of illicit alcohol and 
          largest component of the sales price of spirits.                                                                                    potential harm to consumers. 
 
                                                                        *    Looking ahead, a small formats tax will be 
     *    The Group may be exposed to tax liabilities resulting              implemented in Poland from 1 January 2021. See note 9       *    Professional tax advice and regular audits of our own 
          from tax audits.                                                   (Income Taxes) in the notes to the Consolidated                  tax policies, processes, documentation and 
                                                                             Financial Statements for details of the ongoing tax              compliance. 
                                                                             inspections, assessments and disputes and other tax 
     *    Changes in tax laws and related interpretations and                matters. 
          increased enforcement actions and penalties may                                                                                *    Appropriate provisions where tax liabilities appear 
          increase the cost of doing business.                                                                                                probable. 
 
 
     *    Certain tax positions taken by the Group are based on                                                                          *    New product development focused on lower alcohol 
          industry practice and external tax advice and/or                                                                                    strength, resulting in lower excise duty impact as 
          involve a significant degree of judgement.                                                                                          well as offering consumers greater choice. 
 
 
                                                                                                                                         *    Legal challenges 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
Risk 3                                                           Increased                                                                                                                              High 
 Laws and regulations 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
 
     *    The Group is subject to extensive laws and                    *    Increased intensity of regulatory proposals related        *    The key countries that we currently operate in are 
          regulations limiting advertising, promotions and                   to both alcohol in general and spirits in particular.           part of the European Union (EU) and, therefore, are 
          access to its products, as well as laws and                        In Czech Republic, a proposal to ban TV and digital             subject to relatively consistent EU regulation, 
          regulations relating to its operations, such as                    advertising of alcohol has been proposed.                       although the EU is taking action against Poland in 
          anti-trust, anti-bribery, data protection, health,                                                                                 relation to judicial independence, the functioning of 
          safety and environmental laws. These regulations and                                                                               its legislative and electoral system and the 
          any changes to them could limit the Group's business          *    In Poland, the Competition Protection Authority                 protection of fundamental rights. 
          activities or increase costs.                                      (UOKiK) increased enforcement action to counteract 
                                                                             delay in payment of creditors. 
                                                                                                                                        *    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                                                           No change                                                                                                                             Medium 
 Marketplace and competition 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
 
     *    Highly competitive markets may result in pressure on        *    In Poland and the Czech Republic we continued to              *    The Group has mechanisms and strategies in place to 
          prices and loss of market share. This has been                   respond to price reductions by competitors and                     mitigate the damage of profit erosion but there is no 
          particularly evident in Poland historically.                     demonstrated our resilience by growing our market                  assurance they will work in the economies and 
                                                                           share in key categories without a significant impact               competitive environments in which we operate. 
                                                                           on our profit margins 
     *    Changes in the Group's distribution channels may also 
          have an adverse effect on profitability.                                                                                       *    We constantly review our distribution channels and 
                                                                      *    Ongoing tight control over costs, including                        our customer relationships. We understand the 
                                                                           consolidation of our Czech and Slovakia businesses                 changing nature of the trade channels and customer 
     *    A significant portion of the Group's revenue is                  and central operations roles, resulting in the                     positions within those channels. We trade across all 
          derived from a small number of customers. The Group              reduction of two senior manager positions.                         channels and actively manage our profit mix by both 
          may not be able to maintain its relationships with                                                                                  channel and customer. 
          these customers or renegotiate agreements on 
          favourable terms, or may be unable to collect 
          payments from some customers, which would lead to an                                                                           *    We have well-established credit control policies and 
          impact in its financial condition.                                                                                                  procedures and we put in place trade receivables 
                                                                                                                                              insurance where it is cost effective to do so. 
 
     *    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. 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
Risk 5                                                           No change                                                                                                                             Medium 
 Strategic transactions 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
 
     *    Key objectives of the Group are: (i) the development        *    Our new product development process continues to                *    We continue to seek value-accretive acquisition 
          of new products and variants; (ii) expansion through             deliver successful innovations such as Bo kov                        targets and have an experienced management team 
          the acquisition of additional businesses; and (iii)              Republica rum in the Czech Republic.                                 capable of pursuing and executing transaction 
          distribution agreements with world-class brand                                                                                        opportunities swiftly and diligently; however, the 
          partners. Unsuccessful launches, or failure by the                                                                                    owners of target businesses may have price 
          Group to fulfil its expansion plans or integrate            *    During 2020, we fully integrated the acquisitions of                 expectations that are beyond the valuation that we 
          completed acquisitions, or to maintain and develop               Distillerie Franciacorta in Italy and Bartida in the                 can place on their business. 
          its third-party brand relationships could have a                 Czech Republic completed in 2019. 
          material adverse effect on the Group's growth 
          potential and performance.                                                                                                       *    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                                                           No change                                                                                                                             Medium 
 Consumer preferences 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
 
       *    Shifts in consumer preferences or decline in social       *    Continued general decline in consumption of higher            *    The Group undertakes extensive consumer and route to 
            acceptability of alcohol may lead to a decrease in             alcohol drinks, particularly by young-adult drinkers.              consumer research and has a track record of 
            revenue.                                                                                                                          successful NPD to constantly meet changing consumer 
                                                                                                                                              needs. 
                                                                      *    We are responding to the rise in consumer and general 
                                                                           awareness of climate change, sustainability and other 
                                                                           environment, social and governance (ESG) issues               *    We have developed a range of lower alcohol products 
                                                                           through a comprehensive review of the impact of our                and feel confident that we have the expertise to 
                                                                           business and products and the implementation of                    continue to develop products that meet and satisfy 
                                                                           action plans to reduce that impact                                 consumer needs. 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
Risk 7                                                           No change                                                                                                                             Medium 
 Disruption to operations 
 or systems 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
 
     *    The Group's operating results may be adversely              *    Ongoing IT project to upgrade to a single version of          *    Insurance cover to protect the business in the event 
          affected by disruption to its production and storage             SAP S4/Hana, to improve access to consistent                       of a production disruption or other business 
          facilities, in particular its main production                    information across the Group, deliver analytical                   interruption. 
          facilities in Poland and the Czech Republic, or by a             reports and insights and further automate controls 
          breakdown of its information or management control               and standardise processes across the Group. 
          systems.                                                                                                                       *    Our two primary bottling sites are capable of 
                                                                                                                                              bottling all of our core SKUs. 
                                                                      *    We retained our Cyber Essentials certification and 
                                                                           implemented insurance cover specifically for cyber 
                                                                           risks.                                                        *    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                                                           No change                                                                                                                             Medium 
 Supply of raw materials 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
 
     *    Commodity price changes may increase cost of raw and       *    European and global grain prices were adversely                *    We closely monitor the key procurement markets to 
          packaging materials.                                            affected by lower than expected harvests and higher                 optimise our procurement strategies. 
                                                                          than forecasted demand from Asia. Raw and rectified 
                                                                          alcohol market prices increased double digit versus 
     *    The Group may not be able to pass on increases in               last year.                                                     *    Where possible and appropriate, the Group will 
          costs to customers or adjustments may be delayed and                                                                                negotiate term contracts for the supply of core raw 
          may not fully off-set extra costs or cause a decline                                                                                materials and services on competitive terms to manage 
          in sales.                                                  *    However, our cost optimisation initiatives in                       pricing fluctuations. 
                                                                          procurement, including more centralised purchasing 
                                                                          and strategic partnerships with key suppliers, have 
     *    Extreme weather conditions and climate change may               provided relative price stability and reliability of 
          damage supplies of key raw materials such as grain,             supply and ensured that overall cost of goods remains 
          causing extreme price spikes.                                   at manageable levels comparable with the prior year. 
 
 
     *    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. 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
Risk 9                                                           No change                                                                                                                             Medium 
 Exchange rates 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
 
     *    Group revenue, assets and liabilities are primarily         *    Recent world trade volatility, including tariffs              *    The Group aims to hedge transaction risk by matching 
          in Polish z oty and Czech koruna while results are               imposed by the US, EU and China together with the                  cash flows, assets and liabilities through normal 
          reported in euros and the share price is in pounds               strength of the US dollar and Brexit, have led to                  commercial business arrangements where possible. For 
          sterling. Additionally, the Group's financial                    increased currency fluctuations globally but there                 example, all debt is currently drawn in local 
          covenants are tested in euros.                                   has been no significant impact on the Group.                       currency by market. 
 
 
     *    Historically, volatility between the euro, the z oty                                                                           *    We monitor currency exposure as an integral part of 
          and the koruna has been low, but we cannot predict                                                                                  our monthly review process and, where appropriate, 
          future volatility.                                                                                                                  implement hedging instruments. 
 
 
                                                                                                                                         *    Further diversification of our geographic footprint 
                                                                                                                                              through strategic M&A will also mitigate exchange 
                                                                                                                                              rate risk. 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
NEW Risk 10 - Funding                                            Increase                                                                                                                              Medium 
 and Liquidity 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
 
     *    Refinancing requirements or investment plans could          *    Liquidity has been challenging for some customers due         *    The Group maintains a strong focus on cash, our 
          subject the Group to unexpected needs for liquidity,             to COVID-19. Credit markets have 'hardened' and                    future requirements for funding and the overall 
          which may require the Group to increase its levels of            become more expensive, also as a result of the                     external market for financing. We undertake regular 
          indebtedness.                                                    COVID-19 pandemic.                                                 and detailed reviews of both short-term and 
                                                                                                                                              longer-term liquidity requirements by market, 
                                                                                                                                              including our growth ambitions. 
     *    Access to financing in the longer-term depends on a 
          variety of factors outside the Group's control, 
          including capital and credit market conditions.                                                                                *    We are confident that we have the appropriate 
          Higher interest rates and more stringent borrowing                                                                                  processes and relationships in place to respond to 
          requirements could increase the Group's financing                                                                                   any refinancing or liquidity needs and that we have 
          charges and reduce profitability.                                                                                                   placed ourselves in the best position to access 
                                                                                                                                              funding at appropriate commercial rates in the longer 
                                                                                                                                              term. 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
Risk 11                                                          No change                                                                                                                              Low 
 Talent 
                                                                 -----------------------------------------------------------------  -----------------------------------------------------------------  ------ 
 
     *    Loss of any member of the senior management team            *    During the year we continued to strengthen our                *    Competitive remuneration policy to retain, motivate 
          could have an adverse effect on the Group's                      management team with the appointment of a new                      and attract key individuals. 
          operations.                                                      Managing Director in our enlarged Italian business, 
                                                                           following the acquisition of Distillerie 
                                                                           Franciacorta.                                                 *    Leadership framework to guide talent management and 
     *    The Group may also not be successful in attracting                                                                                  succession planning process to mitigate risk of 
          and retaining such individuals in the future,                                                                                       losing key personnel. 
          particularly due to low unemployment and higher wage        *    The results of our annual Employee Engagement Survey 
          inflation in Poland and the Czech Republic.                      showed continued improvements and action plans 
                                                                           arising from those results continue to be                     *    Annual Employee Engagement Survey enables us to 
                                                                           implemented.                                                       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          Year to 
                                                                                       30 September     30 September 
                                                                                                                2019 
                                                                                               2020        Restated* 
                                                                             Notes           EUR000           EUR000 
 
 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 (EURcents) 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         EUR000                 EUR000                 EUR000 
                                                                              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                             EUR000         EUR000         EUR000 
                                                                    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             Year to 
                                                                             30 September        30 September 
                                                                                     2020                2019 
                                                                    Notes          EUR000              EUR000 
                                                                                                    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

An analysis of the Group's revenue is set out below:

 
                                                                  Year to         Year to 
                                                             30 September    30 September 
                                                                     2020            2019 
                                                                   EUR000          EUR000 
 
 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.

 
                                                                  Other 
                    Poland   Czech Republic      Italy      Operational   Corporate      Total 
 2020               EUR000           EUR000     EUR000           EUR000      EUR000     EUR000 
 
 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 
                  --------  ---------------  ---------  ---------------  ----------  --------- 
 
 
 
                                                                  Other 
                    Poland   Czech Republic      Italy      Operational   Corporate      Total 
 2019 - restated    EUR000           EUR000     EUR000           EUR000      EUR000     EUR000 
 
 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 
                  --------  ---------------  ---------  ---------------  ----------  --------- 
 
 
 
                                                                           Other 
                                 Poland   Czech Republic    Italy    Operational   Corporate     Total 
 2019 - restated                 EUR000           EUR000   EUR000         EUR000      EUR000    EUR000 
 
  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 
                                -------  ---------------  -------  -------------  ----------  ---------- 
 
 

As well as the impact of IFRS 16, Adjusted EBITDA for the year ended 30 September 2019 has also been restated for the impact of reallocation of group-wide costs. Previously group-wide costs, including insurance and internal audit costs, were included in the Corporate segment. During the year there was a change in the presentation of these costs to the Chief Operating Decision-Maker, with these now included in the relevant segment based on the amount recharged. Consequently, Adjusted EBITDA by segment for the year ended 30 September 2019 has been restated for comparability. This has served to reduce Corporate costs by EUR3.8m, with reallocation of costs into each of the operating segments of between EUR0.2m and EUR1.7m.

Disaggregation of revenue is by operating segment only. This also equates to primary geographical market. Revenue other than from sales of branded spirits represents a very small proportion of total revenue. Products are largely transferred at a point in time and so there is limited variance in the timing of revenue recognition.

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.

The use of these alternative performance measures is consistent with how institutional investors consider the performance of the Group. These measures are not defined in IFRS and thus may not be comparable to similarly titled measures by other companies.

 
 Adjusted EBITDA                                                               Year to         Year to 
                                                                          30 September    30 September 
                                                                                  2020            2019 
                                                                                EUR000          EUR000 
                                                                                              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% 
                                                                        --------------  -------------- 
 

The Group defines Free cash flow as cash generated from operating activities (excluding income tax paid), plus the proceeds from the sale of property, plant and equipment and proceeds from the disposal of intangible assets less cash used for the acquisition of property, plant or equipment and for the acquisition of intangible assets. Adjusted free cash flow conversion is free cash flow as a percentage of Adjusted EBITDA.

 
 Free cash flow                                               Year to         Year to 
                                                         30 September    30 September 
                                                                 2020            2019 
                                                               EUR000          EUR000 
                                                                             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         Year to 
                                                                                          30 September    30 September 
                                                                                                  2020            2019 
                                                                                                EUR000          EUR000 
 Exceptional income: 
 Net release of contingent consideration(1)                                                      1,510               - 
 Realisation of exchange differences following liquidation of Stock Spirits Group 
  Services 
  A.G(2)                                                                                             -           3,766 
 Total exceptional income                                                                        1,510           3,766 
                                                                                        --------------  -------------- 
 
 
 Exceptional expense: 
 Impairment of Italian brands and goodwill(3)                                                        9,591   14,295 
 Impairment of equity-accounted investment in Quintessential Brands Ireland Whiskey Limited(4) 
                                                                                                    14,193        - 
 Costs associated with mergers and acquisitions(5)                                                   1,310    1,164 
 Restructuring costs(6)                                                                                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 EUR1,510,000. This is predominantly in respect of the investment in Quintessential Brands Ireland Whiskey Limited at EUR1,827,000. 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 EUR3,766,000 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 EUR9,591,000 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 EUR9,591,000 has been recognised in the year. There has been a corresponding reduction in deferred tax liabilities of EUR1,142,000, 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 EUR7,732,000 and EUR6,563,000, respectively. There was a corresponding reduction in deferred tax liabilities of EUR948,000, 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 EUR14,193,000 has therefore been recognised in the year. The impairment loss reduced the carrying value of the investment in QBIWL to EUR2,100,000. 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 EUR1,310,000 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 EUR922,000 for Distillerie Franciacorta and EUR242,000 for the Bartida entities. Due to the nature of these costs these have been disclosed as an exceptional expense.

6. Severance costs totalling EUR606,000 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         Year to 
                                                                         30 September    30 September 
                                                                                 2020            2019 
                                                                               EUR000          EUR000 
                                                                                             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 EUR772,000 (2019: EUR737,000).

   8.    Operating profit 
 
                                                               Year to         Year to 
                                                          30 September    30 September 
                                                                  2020            2019 
                                                                EUR000          EUR000 
                                                                              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         Year to 
                                                                   30 September    30 September 
                                                                           2020            2019 
                                                                         EUR000          EUR000 
 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         Year to 
                                                                   30 September    30 September 
                                                                           2020            2019 
 Exceptional tax credit:                                                 EUR000          EUR000 
 
 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         Year to 
                                                                                          30 September    30 September 
                                                                                                  2020            2019 
                                                                                                EUR000          EUR000 
                                                                                                              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         Year to 
                                                      30 September    30 September 
                                                              2020            2019 
                                                            EUR000          EUR000 
 
 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 EUR3.5m (2019: EUR4.3m) 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 Plze -Bo kov   s.r.o. 

Status of Poland tax enquiries

During the year, Stock Polska Sp. z.o.o., continued its appeal against the EUR4.5m 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 EUR0.8m 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 EUR9m. 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 EUR5.8m and EUR6.3m. 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.

In November 2019, the Polish tax authority opened a specialist tax audit of Stock Polska Sp. z.o.o., focusing on 2015 Intra-group funding and withholding tax. We have yet to receive an assessment.

Impact of Brexit

On 31 January 2020 the UK left the EU and, consequently, is no longer an EU member state. Under the terms of the departure, a post-Brexit transition period started on 31 January 2020 and will end on 31 December 2020. During the transition period, the UK continues to be treated for most purposes as if it were still an EU member state, however significant change is expected at the end of the transition period, even if certain agreements are concluded within the transition period.

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 EUR64.7m as at 30 September 2020 (2019: EUR49.5m) 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

Deferred tax assets and liabilities arise as follows:

 
                                 1 October     Credited   Translation   30 September 
                                      2019    to income    difference           2020 
 2020                               EUR000       EUR000        EUR000         EUR000 
 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   (Charged)/ credited                      Credited   Translation   30 September 
                               2018             to income     Acquisitions    to equity    difference           2019 
 2019 - restated             EUR000                EUR000           EUR000       EUR000        EUR000         EUR000 
 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) 
                         ==========  ====================  ===============  ===========  ============  ============= 
 
 

The deferred tax liability related to brands is based on the difference between the accounting and tax book values of brands. Included in the amounts credited to income is an exceptional deferred tax credit of EUR1,142,000 (2019: EUR948,000) related to the impairment of Italian brands (note 6). Also included in the amounts credited to income is a EUR1,259,000 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%.

The deferred tax asset arises in respect of accrued liabilities where trade related costs are deductible on a paid basis, while other deferred tax assets and liabilities represent all other timing differences between accounting and tax recognition.

(v) Changes in income tax rates

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.

Due to a change in the CIT rate applicable in Switzerland from 14.5% to 11.91%, deferred tax arising in respect of brands held by F.lli Galli, Camis & Stock A.G. has been re-measured at 11.91%. The resulting deferred tax credit has been included within deferred tax movements for the year.

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         Year to 
                                                                                        30 September    30 September 
                                                                                                2020            2019 
 Basic earnings per share                                                                                  Restated* 
 Profit attributable to the equity shareholders of the Company (EUR000)                       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 (EURcents)                                                            9.83           14.33 
                                                                                      --------------  -------------- 
 
 Diluted earnings per share 
 Profit attributable to the equity shareholders of the Company (EUR000)                       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 (EURcents)                                                          9.73           14.24 
                                                                                      --------------  -------------- 
 
 Adjusted basic earnings per share 
 Profit attributable to the equity shareholders of the Company (EUR000)                       19,558          28,447 
  Net exceptional expenses (EUR000)                                                           24,190          11,693 
  Exceptional tax credit (EUR000)                                                            (1,142)           (948) 
 Profit attributable to the equity shareholders of the Company before exceptional 
  income, exceptional 
  expenses and exceptional tax credit (EUR000)                                                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 (EURcents)                                                  21.42           19.75 
                                                                                      --------------  -------------- 
 
 Adjusted diluted earnings per share 
 Profit attributable to the equity shareholders of the Company (EUR000)                       19,558          28,447 
  Net exceptional expenses (EUR000)                                                           24,190          11,693 
  Exceptional tax credit (EUR000)                                                            (1,142)           (948) 
                                                                                      --------------  -------------- 
 Profit attributable to the equity shareholders of the Company before exceptional 
  expenses 
  and exceptional tax credit (EUR000)                                                         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 (EURcents)                                                21.19           19.62 
                                                                                      --------------  -------------- 
 
 
 
 Reconciliation of basic to diluted ordinary shares          Year to         Year to 
                                                        30 September    30 September 
                                                                2020            2019 
                                                                 000             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 EUR18,333,000. Consideration comprised an initial cash payment of EUR15,000,000 for 25% of the equity interest, and a contingent consideration of up to EUR3,333,000 which is payable over the period November 2020 to May 2022, subject to performance conditions.

QBIWL owns The Dublin Liberties Irish Whiskey(c) and the Dubliner Irish Whiskey(c) 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.

The Group's share of the loss of QBIWL for the year to 30 September 2020 is EUR165,000 (2019: loss of EUR536,000). There has been a corresponding reduction in the carrying value of the investment to reflect the Group's share of the loss.

No dividend has been received from QBIWL by the Group.

As discussed in note 11, 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.

A non-cash impairment loss of EUR14,193,000 has therefore been recognised in the year. The impairment loss reduced the carrying value of the investment in QBIWL to EUR2,100,000.

Due to the nature and size of the impairment this has been disclosed as an exceptional expense.

As part of a facility agreement between Wells Fargo and Quintessential Brands UK Holdings Limited and other borrowers (the QB Group), QBIWL has guaranteed the borrowings made by other QB Group companies up to a maximum of GBP20m. This GBP20m guarantee cap is in addition to any borrowings made directly by QBIWL . In the event of the guarantee being called upon, this would reduce the carrying value further. The guarantee does not extend outside the QB Group.

At 30 September 2020, the QB Group had sufficient assets that could be called upon to satisfy the debt under the facility agreement, and therefore managements' assessment of the likelihood of the guarantee being called on to satisfy the QB Group's debt is that it is remote.

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   30 September 
                                                                       2020           2019 
                                                                     EUR000         EUR000 
 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         Year to 
                                                                      30 September    30 September 
                                                                              2020            2019 
                                                                            EUR000          EUR000 
 
 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

The primary objective of the Group's capital management is to ensure that it has the capital required to operate and grow the business at a reasonable cost of capital without incurring undue financial risks. The Board of Directors periodically reviews the capital structure to ensure that it meets changing business needs.

In addition, the Directors consider the management of debt to be an important element in controlling the capital structure of the Group. The Group may carry significant levels of long-term structural and subordinated debt to fund investments and acquisitions and has arranged debt facilities to allow for fluctuations in working capital requirements. There have been no changes to the capital requirements in the current period.

Management manage capital on an ongoing basis to ensure that covenant requirements on third party debt are met.

The Group regards its total capital as follows:

 
                                                        2020        2019 
                                                      EUR000      EUR000 
                                                                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 
                                          EUR000      EUR000 
                                                    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 
                                                  EUR000       EUR000 
                                                             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 
                           EUR000      EUR000 
 
 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                                                EUR000    EUR000 
 
 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

For the purposes of the Consolidated Cash Flow Statement, cash and cash equivalents include cash on hand and in banks, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the financial year as shown in the Consolidated Cash Flow Statement can be reconciled to the related items in the Consolidated Statement of Financial Position as follows:

 
                           30 September   30 September 
                                   2020           2019 
                                 EUR000         EUR000 
 
 Cash and bank balances          42,747         63,437 
                          -------------  ------------- 
 

Cash and cash equivalents are denominated in the following currencies:

 
                     30 September   30 September 
                             2020           2019 
                           EUR000         EUR000 
 
 Sterling                   4,688         21,121 
 Euro                      12,072         11,226 
 Czech Koruna              12,380         16,165 
 Polish Z oty              12,492         13,223 
 Other currencies           1,115          1,702 
 Total                     42,747         63,437 
                    =============  ============= 
 

14. Events after the balance sheet date

There were no events after the balance sheet date which require adjustment to or disclosure in these financial statements.

15. Changes in accounting policies - IFRS 16: Leases

This note explains the impact of the adoption of IFRS 16: Leases on the Group's financial position and financial performance.

IFRS 16 is effective for the accounting period commencing 1 October 2019. The Group adopted the standard retrospectively, with comparatives restated from a transition date of 30 September 2018.

IFRS 16 requires lessees to recognise right-of-use assets and lease liabilities on the Statement of Financial Position for all leases, except short-term and low-value asset leases. At commencement of the lease, the lease liability equals the present value of future lease payments, and the right-of-use asset equals the lease liability, adjusted for payments already made, lease incentives, initial direct costs and any provision for dilapidation costs.

The operating lease rental charge, as previously accounted for under IAS 17: Leases, is replaced by depreciation of the right-of-use assets and interest on the lease liabilities.

Under IFRS 16, the lease liability is remeasured on the occurrence of certain events, such as a change in lease term or a change in future lease payments resulting from a change in an index or rate. A corresponding adjustment is made to the right-of-use asset. There are a limited number of property leases which are subject to index-linked rental uplifts.

The Group applied the practical expedient not to reassess whether a contract is, or contains, a lease on initial application of IFRS 16. The Group has elected to recognise payments for short-term leases and leases of low-value assets on a straight-line basis as an expense in the income statement.

The most significant IFRS 16 estimates relate to the selection of appropriate discount rates to calculate the lease liability.

The Group's lease portfolio consists of office and warehouse properties and other assets such as motor vehicles.

IFRS 16 has a significant impact on reported assets and liabilities, as well as the classification of cash flows relating to lease contracts. However, the reduction in cost of goods sold, selling expenses and other operating expenses largely offsets the increase in depreciation and finance costs.

Lease liabilities are presented within other financial liabilities, both current and non-current, in the Consolidated Statement of Financial Position. In the Consolidated Income Statement, depreciation of the right-of-use assets is recorded in selling expenses or other operating expenses, depending on the nature of the leased asset. Interest expense arising on lease liabilities is recorded in finance costs.

Restatement of Consolidated Income Statement:

The table below shows the impact of IFRS 16 on the comparative period consolidated income statement for the year ended 30 September 2019, and related alternative profit measures (APMs).

 
                                            Year ended   IFRS 16       Year ended 
                                          30 September    impact     30 September 
                                         2019 reported              2019 restated 
                                                EUR000    EUR000           EUR000 
 
 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, (EURcents), 
  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 (EURcents)                               19.68      0.07            19.75 
                                       ---------------  --------  --------------- 
 

Restatement of Consolidated Statement of Financial Position:

The tables below set out the impact of IFRS on the transition balance sheet at 30 September 2018 and on the comparative balance sheet at 30 September 2019, as well as on related debt measures. Right-of-use assets are presented separately in the Consolidated Statement of Financial Position. Lease liabilities are presented in other finance liabilities (both current and non-current). Net debt and leverage increase as a consequence of the increase in lease liabilities. Trade and other receivables reduce as lease prepayments are eliminated. There is also a corresponding increase in deferred tax liabilities relating to the accrual elimination.

 
                                                   30 September   IFRS 16       30 September 
                                                2018 - reported    impact    2018 - restated 
                                                         EUR000    EUR000             EUR000 
 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 
                                                      EUR000    EUR000             EUR000 
 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:

The table below shows the impact of IFRS 16 on the comparative period Consolidated Statement of Cash Flows for the year ended 30 September 2019 and APMs. IFRS 16 has no impact on total cash flow for the year or cash and cash equivalents at the end of the year. Cash generated from operations and free cash flow measures increase as operating lease rental expenses are no longer recognised as operating cash outflows. Cash outflows are instead split between interest paid and repayments of obligations under leases, which both increase.

 
                                                    Year ended   IFRS 16       Year ended 
                                                  30 September    impact     30 September 
                                                 2019 reported              2019 restated 
                                                        EUR000    EUR000           EUR000 
 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   IFRS 16       Year ended 
                                         30 September    impact     30 September 
                                        2019 reported              2019 restated 
                                               EUR000    EUR000           EUR000 
 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 4(th) February 2021, the final and special dividend will be paid on 19(th) February 2021 based on the record date of 29(th) 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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