We Go Further. We Go Further… Creating Smarter Ways to Enable People and Businesses to Travel, Connect and Grow
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Annual Report 2021 and Accounts We go further. We go further… Creating smarter ways to enable people and businesses to travel, connect and grow. Esken has a clear strategy Esken is working with London to develop valuable growth Southend Airport to continuously assets from aviation and develop its multi-award-winning energy from waste. passenger experience, grow passenger numbers and fully Its core assets are London leverage the value of the Southend Airport and Stobart airport infrastructure. Energy. It also owns Stobart Aviation Services and has a It is also working with Stobart portfolio of non-core assets. Aviation Services to secure further ‘cost plus’ contracts to provide global logistics, ground handling, and passenger and airside services for airports and airlines. Stobart Energy is a maturing business with established infrastructure. Esken aims to further develop the operating income of Stobart Energy through 2021. Esken. We go further. Esken plc Annual Report and Accounts 2021 01 Highlights Esken plc Esken plc 22 Annual Report & Accounts 2021 What’s inside Annual Report & Accounts 2021 23 Report Strategic Report Strategic Impact of COVID-19 on our core operating businesses Governance Corporate • Global logistics income and tight cost control are underpinning our Aviation businesses: Statements Financial – Lockdown restrictions curtailed much of the commercial passenger operations at London Southend Airport. As a result, 147k passengers flew through London Southend Airport compared to 2.1 million in the prior year. Strategy – The 93% fall in passenger numbers led to a 56.4% reduction in revenue to in action Governance Corporate £24.7m. However, EBITDA1 was less impacted, with our Aviation businesses London reporting a £6.1m EBITDA1 loss. This reflects our strict financial discipline, Southend Airport a reduction in airline marketing contributions and continued logistics income. • Despite the impact of COVID-19, Stobart Energy protected long-term value by For more information: ensuring certainty of supply for its customers within a supply-constrained market: See pages 28-29 – The effect of this was that tonnes supplied by Stobart Energy fell by just Statements Financial 5.7% to 1.4 million tonnes. Strategy in action – This supply volume was achieved by reducing gate fees and importing waste Stobart Energy wood. In turn, the strategic decision to ensure certainty of supply meant EBITDA1 reduced by 33% to £10m. The impact of Stobart Air and Propius on liquidity • Esken reacquired Stobart Air and Propius, the related aircraft leasing company, in order to take control of legacy liabilities which would otherwise have had a significant impact on the Group. Esken funded £42.2m to Stobart Air and Propius from date of acquisition to February 2021. • Esken immediately commenced a process to sell Stobart Air. This process was For more information: See pages 30-31 affected by the extended lockdown in travel and Aer Lingus’ decision to award preferred bidder status for the franchise renewal to another party. • We announced a sale of Stobart Air, alongside Carlisle Lake District Airport, Strategic Report 01-71 to Ettyl in April 2021. However, issues with the prospective purchaser’s funding 04 Our story led the Board to conclude it was not possible to complete the transaction. 06 Esken at a glance • Esken notified Stobart Air it would no longer provide funding to the airline. 08 Business model 10 Our strengths This led the Board of Stobart Air to terminate the franchise with Aer Lingus, 12 Key performance indicators cease to trade and appoint a liquidator. 14 Stakeholder engagement and s172 22 Our focused strategy • Esken will continue to fulfil its parent company guarantees and fund the lease 24 Chairman’s Statement obligations on Propius’ eight ATR aircraft through to termination in April 2023 – 28 Strategy in action reduced from the original lease term that ran through to April 2027. Esken will take 32 Financial Review immediate steps to sublease the aircraft to mitigate the cost impact on the Group. 36 Market Review 38 Operational Review • The total cash outflow resulting from the liquidation of Stobart Air and ongoing 44 Sustainability Report Propius leases is £82m over three years, on the basis that Esken is unsuccessful 64 Risk management and our principal risks in subleasing its aircraft. 71 Viability Statement Financial performance Corporate Governance 72-103 72 Board of Directors • Esken had £77.4m of cash and undrawn bank facilities available as at 74 Corporate Governance 28 February 2021, with the majority of cash burn being attributable to 82 Nomination Committee Report maintaining Stobart Air and Propius. 84 Audit Committee Report 88 Directors’ Remuneration Report • The continuing loss before tax of £150.3m (2020: £139.4m) includes 101 Directors’ Report non-cash items, such as the loss on acquisition of Stobart Air and Propius 103 Directors’ Responsibility Statements and the impairment of investments and fixed assets during the current year, and significant one-off impairments in the prior year that have not repeated. Financial Statements 104-158 The Group’s total loss after tax of £155.1m (2020: £137.9m) reflects the impact 104 Independent Auditor’s Report of discontinued operations of Stobart Rail & Civils (£11.9m). 110 Consolidated income statement 111 Consolidated statement of comprehensive • Net debt post-IFRS 16 was £250.8m (pre-IFRS 16 net debt was £127.4m) and Income the net pension deficit was £2.4m as of 28 February 2021. 112 Consolidated statement of financial position 113 Consolidated statement of changes in equity 114 Consolidated statement of cash flows Going concern 115 Notes to the consolidated • The Directors’ assessment of the going concern position of the Group set out on financial statements page 115 in the notes to the consolidated financial statements. These sections 157 Directors, officers and advisers of the Annual Report must be read in order to fully understand the significant judgements the Directors have made and the material uncertainties that exist in respect of the going concern assumption for the Group. 1 EBITDA represents loss before interest, tax, depreciation, amortisation and impairments. Refer to note 3 for reconciliation to statutory loss before tax. Esken plc 02 Annual Report and Accounts 2021 A message from the Chairman “The impact of the pandemic on Esken has been significant but I am pleased with the way our people have responded to this and the steps we are taking will set us on the path to recovery.” David Shearer, Executive Chairman Esken plc Annual Report and Accounts 2021 03 As I present our annual report for the year Carlyle Global Infrastructure Opportunity We expect Stobart Energy’s performance Report Strategic to the end of February 2021 I know that you Fund (Carlyle) has informed Esken that it to return to pre COVID levels in the current will be all too aware of the challenges that is seeking final approvals for a definitive financial year and opportunities are being we have all faced since last year. The transaction agreement in the coming days. explored to seek additional supply impact of the pandemic on Esken has been This transaction, which is also subject to contracts and broaden the base of the significant but I am pleased with the way the successful completion of renegotiated market offering. We provide further detail our people have responded to this and the bank facilities and an equity fundraise, on the Energy performance within our steps which we have taken over the year would provide important liquidity to the Operational Review on pages 42 to 43. along with those we intend to take will set Group while bringing the benefit of Carlyle’s Governance Corporate us on the path to recovery as we emerge global aviation and airport experience to The deal with Carlyle should allow into a post COVID world. work with our existing operational us to renegotiate debt facilities and will experience at LSA. Carlyle share the belief support a proposed equity issue. These We successfully exited Stobart Rail & Civils, that LSA is an important strategic London transactions along with the planned which led to a loss of £9.5m and after airport with an exciting future. The funding disposal of infrastructure assets with a exhaustive attempts to achieve an exit from would be provided by way of a convertible book value of £39m provide the business Stobart Air we concluded that the only loan of £120m after costs which can with the funding required to underpin our Statements Financial option was to cease its funding and it was convert into just under 30% of the equity business plan as we emerge from the placed in liquidation in June 2021. These in the airport implying a current valuation pandemic. I look forward to reporting matters are dealt with in detail in my for the airport of £400m. Securing this on our progress in the coming year. Chairman’s Statement on page 24. We partnership will position us well as we For more information: recorded a loss of £58.2m on acquisition negotiate the right airline deals with a See pages 24-26 of Stobart Air and Propius in the year and mutual opportunity to benefit from an expect to fund £82m of lease payments efficient cost-effective London airport David Shearer and other costs over the next three years. which offers a safe and enjoyable Executive Chairman The effect, however, is that the additional passenger experience. cash requirements associated with these legacy businesses are now reduced and The first lockdown also required the closure exiting will allow management to focus on of Household Waste & Recycling Centres delivering shareholder value through the and much construction activity across the recovery and development of London country. This impacted the supply of waste Southend Airport and Stobart Energy. wood which Stobart Energy processes into biomass fuel to supply its renewable energy Lockdown restrictions and the rolling customers.