Stock Spirits Group PLC Annual Report 2015
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Annual Report & Accounts 2015 WorldReginfo - 477714dc-2790-4d0c-a157-68bd67aac89c Strategic report Our goal is to become Central and Eastern Europe's leading spirits company, commanding a major stake in each of our core operating markets and making our presence felt in the wider global market. WorldReginfo - 477714dc-2790-4d0c-a157-68bd67aac89c a Stock Spirits Group | Annual Report & Accounts 2015 Highlights Contents Strategic report Chairman’s statement 04 11.8 m €262.6m Chief Executive 9 litre cases Total Net sales revenue Officer’s statement 08 (2014: 14.4 million 9 litre cases) (2014: €292.7 million) Group at a glance 14 Our business model 16 Strategy and KPIs 18 Our markets 20 Spirits market overview 22 €53.7m €41.7m Our “Millionaire” brands 24 Adjusted EBITDA* Operating profit New product development 26 (2014: €66.4 million) (2014: €53.6 million) Regional reviews Poland 32 Czech Republic 34 Italy 36 €42.7m €19.4 m Other 37 Adjusted EBIT* Profit for the year Operations 38 (2014: €55.4 million) (2014: €35.8 million) Our people 39 Corporate responsibility 40 Financial review 44 Principal risks and viability statement 48 Governance €0.0580 €0.10 Directors and Company Secretary 54 Dividend per share** Basic earnings Senior management 56 (2014: €0.0375) per share (2014: €0.18) Corporate governance Chairman’s letter 58 Corporate governance framework 59 Audit Committee report 64 Nomination Committee report 69 Directors’ remuneration report 71 Directors’ report 85 Statement of Directors’ responsibilities 89 Independent auditor’s report 90 Financial statements Consolidated income statement 96 Consolidated statement of comprehensive income 97 Consolidated statement of financial position 98 Consolidated statement of changes in equity 100 For more information Consolidated statement www.stockspirits.com of cash flows 101 Notes to the consolidated * Stock Spirits Group uses alternative performance measures as key financial indicators to assess the underlying performance of the Group. These include adjusted EBITDA, adjusted EBIT and adjusted financial statements 102 free cash flow. The narrative in the Annual Report & Accounts is based on these alternative measures and an explanation is set out in note 7 to the consolidated financial statements included in the Annual Report & Accounts. Shareholders’ information 159 ** Interim dividend of €0.0125 paid on 25 September 2015 and proposed final dividend for 2015 Useful links 160 of €0.0455. WorldReginfo - 477714dc-2790-4d0c-a157-68bd67aac89c Stock Spirits Group | Annual Report & Accounts 2015 01 Strategic report WorldReginfo - 477714dc-2790-4d0c-a157-68bd67aac89c 0202 StockStock Spirits Spirits Group Group | Annual| Annual Report Report & & Accounts Accounts 2015 2015 STRATEGIC REPORT We’re a leading spirits business in Central and Eastern Europe 2015 Awards Chairman’s statement 04 Chief Executive Officer’s statement 08 Group at a glance 14 Our business model 16 Strategy and KPIs 18 Our markets 20 Spirits market overview 22 Our “Millionaire” brands 24 New product development 26 Regional reviews 31 Operations 38 Our people 39 Corporate responsibility 40 Financial review 44 Principal risks and viability statement 48 WorldReginfo - 477714dc-2790-4d0c-a157-68bd67aac89c Stock Spirits Group | Annual Report & Accounts 2015 03 Strategic report Chairman’s statement There is still much to do, but I am confident that the measures being taken are the correct ones, and with a fully motivated management team in place, I am sure we can deliver on our objectives WorldReginfo - 477714dc-2790-4d0c-a157-68bd67aac89c 0404 StockStock Spirits Spirits Group Group | Annual| Annual Report Report & & Accounts Accounts 2015 2015 As Chairman of Stock Spirits Group PLC, Our ongoing focus on effective cash in October 2013 are still valid. I am pleased to present our Annual management across the Group, resulted However we cannot ignore the Report & Accounts for the year ended in strong cash generation again in 2015, significant changes in the Polish 31 December 2015. and we ended the year with a robust market and the ongoing difficulty of balance sheet and net debt of €57.2m. completing meaningful acquisitions Since becoming Chairman of Stock in the Central and Eastern European Spirits I have met with many The need to issue revised profit region. The latter has been impacted shareholders and listened to their guidance in November 2015 was very by the effective elimination, in the views. These views have been disappointing, especially given the short-term, of two of the principal considered, fed back to my Board various initiatives the team had countries previously earmarked as colleagues and discussed accordingly. undertaken during the year to potential acquisition targets i.e. I look forward to meeting investors overcome the challenges we face in Ukraine and Belarus. (old and new) again in the near future. Poland. As a consequence of issuing • The Board believes that the Group the revised profit guidance and the is currently too dependent on the 2015 was a very difficult year for the subsequent impact on the share price, Polish business, especially in an Group in Poland where a number of I initiated a review of Group strategy, environment where margins are factors adversely impacted our overall as well as a full ‘root and branch’ review under severe pressure from results. Whilst the Group results are of the Polish market and our business competitors. We will therefore highly influenced by the results of the in that country. Polish business, it is important not to continue to seek value-accretive overlook the performance in our other Our CEO, Chris Heath, will cover the acquisitions to grow the footprint markets which have delivered strong Polish review in his section of this of the business. However, the area results, in some cases ahead of our report so I will not go into detail here. targeted for geographic expansion expectations. In particular in the Czech will be broadened to include Republic and Slovakia we have continued The Board's key conclusions arising other European countries to demonstrate our strength and success from the Group Strategic Review are: beyond Central and Eastern in new product development and our Europe and we will consider larger • The principal elements of our capability to work with partners and deals which will move the dial. strategic goals outlined at the time grow their brands with equal of the Group’s Initial Public Offering commitment to our own portfolio. “Stock Prestige combines our heritage with our modern approach to great effect, creating a top-quality spirit to be enjoyed by all.” WorldReginfo - 477714dc-2790-4d0c-a157-68bd67aac89c Stock Spirits Group | Annual Report & Accounts 2015 05 Strategic report Chairman’s statement continued •n I addition, a number of assets have opportunities to deliver savings, payable in respect of 2015 will been identified which we feel are which will be partly reinvested in be some 55% higher than the intrinsically undervalued. If we are other areas of the business that we previous year. unable to deliver an enhancement intend to strengthen. This will in the value of these assets in the include significant investment in In November 2015, the Group short term, we will seek other upgrading our Sales and Marketing completed a very successful refinancing opportunities to realise their capabilities. process. The new facility provides the Group with greater flexibility, intrinsic value, which may result in • With regard to shareholder returns, considerable headroom and significantly their disposal. should the business not announce a lower finance costs going forwards. • There will be a renewed focus to meaningful M&A transaction in the further extend the portfolio of third near term, the Board intends to People party products in our core markets, increase the dividend and to Our people are key assets of the utilising the strength of our distribute surplus cash to business and I would like to recognise distribution platforms which will shareholders. Ahead of this, the the commitment of all our employees help to diversify and strengthen our Board is recommending a final and thank them for their ongoing product portfolios. dividend payable in respect of the contribution and support during this • An ongoing review of the cost base full year 2015 of €0.0455 per share difficult period. has identified a number of (2014: €0.025). The total dividend WorldReginfo - 477714dc-2790-4d0c-a157-68bd67aac89c 06 Stock Spirits Group | Annual Report & Accounts 2015 There have been no changes to the This work has been a key priority and The business has many strengths Directors’ Remuneration Policy, details is now nearing completion in Poland which we must build on, including our of which are contained within the and is being rolled out in the rest of exceptional brands, our proven corporate governance section of this our jurisdictions in 2016. capability in new product report. Executive Directors and senior development, a strong financial managers’ interests remain fully aligned More details on our corporate structure, our leading edge with shareholders as the majority have governance are provided later in the production facilities, and of course a very significant personal investment in report, as well as the reports from our people. There is still much to do, the Company. the committee chairmen of our but I am confident that the measures Remuneration, Audit and Nominations being taken are the correct ones, and Governance committees. I thank the Executive and with a fully motivated management I would firstly like to thank Jack Keenan, Non-Executive Directors with whom I team in place, I am sure we can deliver who retired from the Board as serve for their support and insight in on our objectives. Chairman in May 2015. Jack oversaw helping to run the Group as effectively the business in its transition from a as possible. private equity owned business to a public company on the London Stock Our new auditors, KPMG have managed Exchange.