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Investing in our brands Stock Spirits Group PLC Annual Report & Accounts 2018 Stock Spirits Group PLC · Annual Report & Accounts 2018 Stock Spirits is a major force in Central and Eastern European spirits With a major stake in each of our core operating markets and with a growing presence in the wider global market, we have more than 45 brands and export internationally to more than 50 countries worldwide. 2018 Financial highlights 9 month financial highlights: Stock Spirits has changed its reporting date to 30 September. In this Annual Report & Accounts, the Group is reporting on a 9 month period to 30 September 2018, with the year to 31 December 2017 reported as a comparative. Volume in 9 litre cases Revenue Adjusted EBITDA3 9 mth Sept 9 mth Sept 9 mth Sept 9.1 m €193.8m €35.8m (12 mth Dec 2017: 13.1m) (12 mth Dec 2017: €269.8m)1 (12 mth Dec 2017: 56.3m) Profit for the period Basic earnings per share Dividends per share 9 mth Sept 9 mth Sept 9 mth Sept2 €19.3 m 9.71€cents 8.51 €cents (12 mth Dec 2017: €11.3m) (12 mth Dec 2017: 5.72 €cents) (12 mth Dec 2017: 8.10 €cents) Source(s): 1. The Group has adopted IFRS 15 using the retrospective method and, as such, 2017 reported revenue has been restated. S Statutory period See note 3 in the financial statements on page 108 Due to our year-end change, figures calculated 2. Interim dividend of 2.50 €cents paid on 21 September 2018 and proposed final dividend for the 9 month period to based on our statutory periods are denoted by 30 September 2018 of 6.01 €cents this symbol throughout the report Contents Overview 20 Principal risks and uncertainties Governance 02 Group at a glance 26 Chief Executive’s statement 56 Board of Directors 30 Regional reviews 58 Chairman’s letter Strategic Review 30 Poland 59 Corporate governance framework 06 Chairman’s statement 32 Czech Republic 64 Audit Committee report 08 Why invest in Stock Spirits? 34 Italy 69 Nomination Committee report 10 Our markets 36 Other 71 Directors’ remuneration report 12 Our business model 38 Responsible business report 87 Directors’ report 14 Our strategy 44 Financial review 91 Statement of Directors’ responsibilities 16 Our strategy in action 48 Proforma financial information 92 Independent auditor’s report 18 Key performance indicators (KPIs) Overview · Strategic Review · Governance · Financial Statements · Additi onal Informati on Premiumisation in action Božkov Republica Black Fox Stock Presti ge Syramusa see page 04 see page 54 see page 100 see page 178 Proforma financial highlights: Stock Spirits has changed its reporti ng date to 30 September. In order to show meaningful and comparable measures of performance, proforma data for the 12 months to 30 September 2017 and 2018 has been presented. See page 48 for the proforma consolidated income statement and associated notes. In summary they are: Volume in 9 litre cases Revenue Adjusted EBITDA3 13.3m €282.4m €59.4 m (2017: 12.9m) (2017: €259.8m) (2017: €53.2m) Basic earnings per share Leverage4 16.72€cents 0.53 (2017: 14.74 €cents) (2017: 0.94) 3. Stock Spirits Group uses alternati ve performance measures as key fi nancial indicators to assess underlying performance of the Group. These include adjusted EBITDA, free cashfl ow and basic EPS. For the proforma numbers see page 48. Pf Proforma fi gures The narrati ve in the Annual Report & Accounts includes these alternati ve measures and an explanati on is set out in Due to our year-end change, proforma fi gures are note 7 of the fi nancial statements on page 126. denoted by this symbol throughout the report 4. Leverage for 2018 is the net debt as per page 153 of the fi nancial statements as at 30 September 2018 divided by proforma 12 months Adjusted EBITDA for the 12 months to 30 September 2018 as per page 51. Leverage for 2017 is as reported in the Annual Report & Accounts for 2017 as at 31 December 2017. Financial Statements 162 Company statement of financial position Additional Information 102 Consolidated income statement 163 Company statement of cashflows 180 Shareholders’ information 103 Consolidated statement of 164 Company statement of changes in equity 181 Useful links comprehensive income 165 Notes to the Parent Company 104 Consolidated statement of financial statements financial position 106 Consolidated statement of changes in equity 107 Consolidated statement of cashflows 108 Notes to the consolidated For more informati on visit financial statements www.stockspirits.com · 01 · Stock Spirits Group PLC · Annual Report & Accounts 2018 Group at a glance Our core markets Italy Regional Review see page 34 €21.3m % REVENUE HEADCOUNT 12 mth Dec 9% 52 2017: €28.4m TOTAL SPIRITS MARKET BY CATEGORY 20171 €17.6 m 39% others 12 mth Dec 2017: €26.2m 33% bitters 15% brandy 7% vodka 6% lemon liqueurs TOTAL RETAIL VALUE OF SPIRITS MARKET2 €49.2m 12 mth Dec 2017: €67.7m €1.5bn Czech Republic Regional Review see page 32 % REVENUE HEADCOUNT 25% 209 S TOTAL SPIRITS MARKET BY CATEGORY 20173 Revenue 9 mth Sept 2018 27% rum 23% vodka 17% herbal bitters 16% others 9% liqueurs € m 8% whisky 193.8 12 mth Dec 2017: €269.8m TOTAL RETAIL VALUE OF OFF-TRADE SPIRITS MARKET4 Source(s): 1. IWSR total Italy, total off-trade and on-trade, total spirits MAT Volume 2017 €0.5bn 2. IRI total Italy, total modern trade, discounters and cash & carries, total spirits MAT Value September 2018 3. IWSR total Czech Republic, total off and total on-trade, total spirits MAT Volume 2017 4. Nielsen total Czech Republic, total off-trade, total spirits MAT Value September 2018 5. IWSR total Poland spirits MAT Volume December 2017 · 02 · Overview · Strategic Review · Governance · Financial Statements · Additional Information GROUP REVENUE Other Regional Review see page 36 BREAKDOWN POLAND % REVENUE HEADCOUNT CZECH REPUBLIC ITALY OTHER 11% 140 Poland Regional Review see page 30 % REVENUE HEADCOUNT 55% 602 €105.6m 12 mth Dec 2017: €147.5m TOTAL SPIRITS MARKET BY CATEGORY 20175 67% vodka 17% flavoured vodka and vodka-based liqueurs 10% whisky 6% others VOLUME SHARE OF TOTAL MARKET: VODKA, FLAVOURED VODKA AND VODKA-BASED LIQUEURS BY TRADE6 69% traditional trade 17% discounters 9% supermarkets 5% hypermarkets TOTAL RETAIL VALUE OF OFF-TRADE SPIRITS MARKET7 €3.3bn TOTAL HEADCOUNT 6. Nielsen total Poland, total off-trade, total vodka, flavoured vodka and vodka-based liqueurs MAT Volume 602 Poland 52 Italy September 2018 (note: A “coverage factor” of 1.18x has 1,003 been applied by management to the Nielsen traditional 209 Czech Republic 140 Others trade data. The coverage factor is derived from the historical difference between IWSR data and Nielsen data. Management considers that IWSR data more accurately represents the traditional trade in Poland) 7. Nielsen total Poland, total off-trade, total spirits and spirit-based RTD’s MAT Value September 2018 Statutory figures · 03 · Stock Spirits Group PLC · Annual Report & Accounts 2018 Božkov Republica The First Republic was an era of noble ideals and elegance, a time when the Czechs were renowned for exercising honesty and pride in their crafts. Božkov Republica is a celebration of these values. · 04 · Overview · Strategic Review · Governance · Financial Statements · Additi onal Informati on Strategic Review 06 Chairman’s statement 08 Why invest in Stock Spirits? 10 Our markets 12 Our business model 14 Our strategy 16 Our strategy in action 18 Key performance indicators (KPIs) 20 Principal risks and uncertainties 26 Chief Executive’s statement 30 Regional reviews 30 Poland 32 Czech Republic 34 Italy 36 Other 38 Responsible business report 44 Financial review 48 Proforma financial information · 05 · Stock Spirits Group PLC · Annual Report & Accounts 2018 Chairman’s statement David Maloney Chairman Looking to the future with a stronger base As Chairman of Stock Spirits Group PLC, I am Dividend pleased to present our Annual Report and I am pleased to announce an ‘enhanced’ fi nal Accounts for the 9 month period ended 30 dividend for the 9 month period. We are proposing September 2018. This refl ects our adopti on of a fi nal dividend that is in excess of what would 30 September as the Group’s new accounti ng have been declared based on the 9 months of reference date. profi t generated in the period. Eff ecti vely, it is a Following on from the results of 2017, I am pleased full fi nal dividend as though we were reporti ng for to announce another period of growth, refl ecti ng a full 12 month period. Hence, the fi nal dividend the conti nued turnaround of the business, proposed of 6.01 €cents per share (12 month to parti cularly in Poland. The results refl ect the early Dec 2017: 5.72 €cents), represents growth of 5.1% positi ve impact of the reformulated strategy of from the prior year fi nal dividend. Shareholders focusing on premiumising our range and increasing are therefore not only receiving the full ‘enhanced’ the use of digital channels in order to engage with fi nal dividend, but are also receiving this three consumers, especially the millennial cohort. months earlier than in previous years. While it was very encouraging to see real progress This dividend represents the conti nued approach, in our two largest markets of Poland and the Czech as outlined previously, of a progressive dividend Republic, Italy, however remained diffi cult. policy which can be supported by the ongoing strength of the Group’s free cashfl ow conversion. With regards to mergers and acquisiti ons (M&A), It also does not preclude pursuit of M&A we conti nue to assess a range of acquisiti on opportuniti es and allows us to retain a solid opportuniti es that would deliver enhanced growth balance sheet which is important in the current and shareholder value for the future.