TIDMSSPG
RNS Number : 7460O
SSP Group PLC
03 June 2020
LEI:213800QGNIWTXFMENJ24
03 June 2020
SSP GROUP PLC
Results for six months period ended 31 March 2020
SSP Group, a leading operator of food and beverage outlets in
travel locations worldwide, announces its financial results for the
first half of its 2020 financial year, covering the six months
ended 31 March 2020.
First half overview
Covid-19 had a significant impact on SSP's results for the first
half of the current financial year. Prior to the onset of Covid-19,
the Group had performed well and in line with expectations,
delivering solid like-for-like sales growth and significant net
contract gains, particularly in North America and Continental
Europe. New contracts won during the first half, including those at
Dublin, Cincinnati, Providence and Edmonton Airports, further
strengthened our new business pipeline.
As indicated in our February and March updates, we began to see
a material impact on trading in our Asia Pacific region from the
escalation of the virus in late January and throughout February,
following which trading then deteriorated rapidly across the entire
Group during March as the impact of the pandemic spread across the
world.
Financial highlights:
-- Revenue of GBP1,214.6m: down 2.7% at constant currency2; 3.7% at actual exchange rates.
-- Like-for-like sales3 down 8.4%: heavily impacted by Covid-19 and the closure of most of the global travel markets
during March.
-- Net gains4 of 5.7% driven by North America and Continental Europe.
-- Operating loss of GBP6.7m on a reported basis under IFRS 16. On a pro forma IAS 17 basis, underlying operating
profit1 was GBP1.3m (2019: GBP62.5m).
-- Loss before tax of GBP34.3m on a reported basis under IFRS 16. On a pro forma IAS 17 basis, the underlying loss
before tax was GBP10.7m (2019: profit of GBP54.2m).
-- Basic loss per share of 8.0 pence on a reported basis under IFRS 16. On a pro forma IAS 17 basis, underlying
basic loss per share5 of 4.0 pence (2019: underlying basic earnings per share of 6.7 pence).
-- Net debt of GBP457.7m on a pro forma IAS 17 basis, down from GBP483.4m at 30 September 2019, after taking account
of the cash impact of the GBP209.2m equity issue (net of fees paid) in late March.
-- Liquidity strengthened: cash and undrawn available facilities of GBP413.3m at end of March, with access to around
GBP343m of additional facilities secured during April and May.
Covid-19 impact and response
We have taken rapid and decisive management action to protect
our colleagues and customers and to preserve cash and liquidity for
the duration of the many government restrictions worldwide . These
actions include the following:
-- New health and safety protocols created and cascaded to colleagues
-- Offices closed and colleagues supported to work from home
-- More flexible rent terms negotiated with clients
-- Temporary closure of the majority of units; colleagues furloughed
-- Salary reductions across senior management, Executive Committee and Board
-- Discretionary spend and capital investment reduced to a minimum
-- Share buyback programme suspended
-- In line with our desire to retain cash in the business and following consultation with shareholders, SSP is
facilitating a dividend reinvestment equity offering of up to GBP26.8m alongside today's results, giving
shareholders the opportunity to reinvest the proceeds of their 2019 final dividend payment into new SSP shares
-- No interim 2020 dividend declared
-- March equity placing completed and access to the Bank of England's CCFF confirmed, considerably strengthening our
balance sheet and liquidity and leaving us well positioned to operate throughout even our most pessimistic
trading scenario
-- Waivers of existing covenant tests until September 2021
Commenting on the results, Simon Smith, CEO of SSP Group
said:
"Covid-19 has had an unprecedented impact on the travel sector.
Our response has been to take quick and decisive action to protect
our people and our business, whilst around the world our colleagues
have helped and supported their local communities. Although
challenging, it was a great illustration of SSP at its best and
demonstrated the resilience of our teams. I'm immensely proud of
what's been achieved.
Looking forward, and with sufficient liquidity to manage a
pessimistic trading scenario, I believe the actions we have been
taking during this crisis will make us a fitter and stronger
business, well placed to deliver for all our stakeholders as the
travel market recovers."
H1 results overview:
Underlying Underlying Underlying Year on
results results results year
IFRS 16 Pro forma IAS 17 IAS 17
H1 2020 IAS 17(6) H1 2019 Change
GBPm H1 2020 GBPm %
GBPm
Revenue 1,214.6 1,214.6 1,261.6 (3.7)%
Like-for-like sales (fall)
/ rise(3) (8.4)% (8.4)% 2.0% n/a
Underlying operating (loss)
/ profit(1) (5.8) 1.3 62.5 (97.9)%
Underlying (loss) / profit
before tax(5) (32.4) (10.7) 54.2 n/a
Underlying (loss) / earnings
per share (p)(5) (7.5) (4.0) 6.7 n/a
Net debt(7) (1,934.2) (457.7) (433.4) (5.6)%
Statutory reported results:
The table below summarises the Group's statutory reported
results (where the financial highlights above are adjusted).
As reported As reported
under IFRS under IAS
16 H1 2020 17 H1 2019
GBPm GBPm
Operating (loss) / profit (6.7) 61.6
(Loss) / Profit before tax (34.3) 51.4
(Loss) / earnings per share
(p) (8.0) 6.1
(1) Stated on an underlying basis, which excludes the
amortisation of intangible assets arising on the acquisition of the
SSP business in 2006. This is consistent with the prior year.
(2) Constant currency is based on average 2019 exchange rates
weighted over the financial year by 2019 results.
(3) Like-for-like sales represent revenues generated in an
equivalent period in each financial period in outlets which have
been open for a minimum of 12 months. Like-for-like sales are
presented on a constant currency basis.
(4) Net contract gains/(losses) represent the net year-on-year
revenue impact from new outlets opened and existing units
permanently closed in the past 12 months. Net contract
gains/(losses) are presented on a constant currency basis.
(5) Stated on an underlying basis, which in 2020 excludes the
amortisation of intangible assets arising on the acquisition of the
SSP business in 2006 and the additional non-cash interest as a
result of debt modifications arising on the adoption of IFRS 9. In
2019, it also excludes the amortisation of intangible assets
arising on the acquisition of the SSP business in 2006 and the
revaluation of the obligation to acquire an additional 16%
shareholding in the TFS business in India.
(6) The Group has adopted IFRS 16 'Leases' with effect from 1
October 2019, using the modified retrospective approach to
transition. Accordingly prior periods have not been restated and
therefore the results for the six months ended 31 March 2020 are
not directly comparable with those reported in the equivalent
period for the prior year under the previous applicable accounting
standard, IAS 17 'Leases'. To provide meaningful comparatives, the
results for the six months ended 31 March 2020 have therefore also
been presented under IAS 17 with the growth rates shown on an IAS
17 basis. See Notes 2 and 3 for a reconciliation of the IAS 17
alternative performance measures to the equivalent IFRS
measures.
(7) Net debt reported under IFRS 16 includes leases liabilities
whereas under the pro forma IAS 17 basis lease liabilities are
excluded. Refer to 'Net debt' section of the 'Financial review' for
reconciliation of net debt.
Please refer to page 19 for supporting reconciliations from the
Group's statutory reported results to these performance
measures.
This announcement includes inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 and is being
released on behalf of SSP Group plc by Helen Byrne, Group General
Counsel and Company Secretary.
CONTACTS:
Investor and analyst enquiries
Sarah John, Corporate Affairs Director, SSP Group plc
On 3 June 2020: +44 (0) 7736 089218
Thereafter: +44 (0) 203 714 5251
E-mail: sarah.john@ssp-intl.com
Media enquiries
Peter Ogden / Lisa Kavanagh
Powerscourt
+44 (0) 207 250 1446
E-mail: ssp@powerscourt-group.com
SSP Group plc's Interim Results 2020 are available at
www.foodtravelexperts.com.
NOTES TO EDITORS
About SSP
SSP is a leading operator of food and beverage concessions in
travel locations, operating restaurants, bars, cafés, food courts,
lounges and convenience stores in airports, train stations,
motorway service stations and other leisure locations. Prior to the
onset of Covid-19, we served around one and a half million
customers every day at approximately 180 airports and 300 rail
stations in 35 countries around the world and operated more than
550 international, national and local brands across our c. 2,800
units.
www.foodtravelexperts.com
Business review
Overview
Until the outbreak of Covid-19, our performance was in line with
expectations, following another period of significant expansion,
with new business wins further strengthening our future pipeline.
However, the impact of Covid-19 had a significant impact on our
business, with the effective shut down of the global travel market.
We took rapid and decisive action to protect our people and to
preserve liquidity, effectively hibernating our business and
raising additional funding which, we believe, will put us in a
strong position to manage through this crisis. Building on our
existing strengths, we plan to leverage our competitive advantages
to emerge a stronger, better business when the travel market
recovers.
Financial results
Overall sales were down by 2.7% on a constant currency basis,
with like-for-like sales down 8.4%. Prior to seeing the initial
impact from the virus in China, we had enjoyed a good start to the
new financial year, with like-for-like sales growth of 1.2% during
the first quarter of this year. In the second quarter,
like-for-like sales decreased by 18.5%, with the Group's
performance impacted significantly by the development of Covid-19.
As indicated in our February trading update, we began to see a
material impact on trading in our Asia Pacific region (which
accounted for around 8% of Group sales) from the escalation of the
virus during late January and throughout February. Trading then
deteriorated rapidly across the entire Group during March as the
impact of the pandemic spread across the world. We estimate that
Covid-19 reduced our first half sales by approximately GBP145m -
GBP150m.
Net gains were strong, up 5.7%, driven by significant new
openings in North America, including at LaGuardia, Oakland and
Seattle airports; and in Continental Europe, including at
Montparnasse station in Paris, Alicante and Tenerife airports in
Spain and motorway service areas across Germany. Furthermore, new
openings during the second quarter and those planned for the second
half were expected to drive significant further net gains in the
remainder of the year, which were expected to be over 6% for the
full year, prior to Covid-19. These included outlets in Australia
and Germany following the acquisitions of the Red Rock operations
in Perth and Melbourne Airports and the Station Food rail business
in Germany.
The operating loss for the first half was GBP6.7m. On a pro
forma IAS 17 basis, the Group reported an underlying operating
profit of GBP1.3m, down from GBP62.5m in the equivalent period of
the prior year. We estimate that the significant loss of sales as a
result of the rapid spread of Covid-19 impacted operating profit by
around GBP65m in the first half. The extreme speed with which
travel restrictions impacted our markets limited our ability to
reduce operating costs, particularly labour costs, at very short
notice, while we also suffered the impact of stock write offs as a
result of the rapid closure of most of our outlets during late
March.
The underlying free cash outflow on a pro forma IAS 17 basis
during the period was GBP176.9m, compared to GBP75.9m for the
equivalent period in the prior year. The principal driver of the
higher year on year outflow was the lower underlying operating
profit, reflecting the significant impact of Covid-19.
Capital expenditure was GBP119.5m, an increase of GBP11.3m
compared to the equivalent period in the prior year, reflecting the
higher net contract gains in the period. Following the Covid-19
escalation, we have placed our capital expenditure programme on
hold pending some recovery in the travel sector and we are
anticipating a maximum expenditure of between GBP10m and GBP15m in
the second half. Acquisitions of GBP26.9m primarily reflected the
purchases of the Red Rock operations in Perth and Melbourne
Airports in Australia and of the Station Food rail business in
Germany.
Overall net debt decreased by GBP25.7m to GBP457.7m on a pro
forma IAS 17 basis, representing leverage of 1.7 times, with the
significant free cash outflow in the period offset by the GBP209.2m
equity issuance (net of fees paid) in late March. Net debt
including lease liabilities under IFRS 16 was GBP1,934.2m.
At the end of the reporting period and following the equity
issue in late March, the Group had approximately GBP413m of
available liquidity, comprising cash of approximately GBP381m and
committed undrawn revolving credit facilities of GBP32m. At the
beginning of April, we announced that the Bank of England had
confirmed that SSP had secured access to the CCFF, under which
facility the Group is permitted to draw up to GBP300m. During
April, the Group also secured access to a number of additional
smaller liquidity lines, including government-backed facilities in
France, Spain and Switzerland, providing a further GBP37m. On a pro
forma basis, adjusting the Group's reported liquidity position at
the end of March to include the new facilities secured in early
April, Group cash and undrawn available facilities totalled
approximately GBP750m.
Strategy Overview
We are "the Food Travel Experts". Our vision is to be the
leading provider of food and beverage in travel locations
worldwide, delivering across all our stakeholder groups: our
customers, clients, brand partners, investors and importantly our
colleagues. To achieve this, we focus on five key strategic levers
to drive growth and deliver efficiencies: 1) optimising our offer
to benefit from the positive trends in our markets and drive
profitable like-for-like sales; 2) growing profitable new space; 3)
optimising gross margins and leveraging scale benefits; 4) running
an efficient and effective business; and 5) optimising investment
using best practice and shared resources. Underpinning this is a
strong focus on our environmental and social responsibilities.
Whilst the onset of Covid-19 has led to considerable disruption in
the travel sector, we continue to see many opportunities to grow
the business and create value for shareholders over the medium and
longer term.
Immediate response to Covid-19
Our response to the crisis can be categorised in four key
phases: business protection; hibernation; recovery; and sustainable
growth. We believe that the actions that we take through each phase
of the response to Covid-19 will ensure we emerge a stronger
business.
Business protection and hibernation
When the crisis emerged, our first priority was the health and
safety of our colleagues and customers. Enhanced hygiene and safety
measures based on local health advice, including guidance on
self-isolating and social distancing were implemented and
communicated to all colleagues. In addition, offices were closed,
and all colleagues who could do so were directed to work from
home.
We immediately engaged with landlords and sought agreement to
unit closures and concession fees being paid on a fully variable
basis, i.e. as a percentage of revenue. As we took the decision to
close more and more units, we implemented strict procedures around
stock, deep cleaning and security. Where possible, colleagues in
operations and support functions were furloughed, and we
effectively hibernated the business, with only 10% of units
continuing to trade across the Group at the end of April.
Cash preservation was critical, and we immediately reduced all
discretionary and capital expenditure to the minimum levels
required to operate the business.
Importantly, we quickly addressed our liquidity challenge to
operate through a "very pessimistic" trading scenario. This
included raising around GBP550m through issuing new equity and
accessing government backed loan and local schemes. We also
suspended our previously announced share buyback programme of up to
GBP100m having only purchased shares at a cost of approximately
GBP1.7m.
We have sought to minimise the impact on our colleagues and have
been providing support to all our teams, as well as regularly
communicating with them to keep them informed about the business
situation. Across the Group, we've also aimed to support those most
in need during this crisis by donating to local charities and
health services. For example, in the UK, Millie's Cookies has
worked with suppliers to make and distribute 100,000 freshly baked
cookies to NHS hospital staff. Additionally, our Indian joint
venture TFS worked with local NGOs to cook meals for people who
have lost their livelihoods as a result of the Indian government
lockdown, supplying more than one million meals to date.
Planning for recovery
As we enter the recovery phase, there are many opportunities for
SSP. With a global presence and operations across food, beverage
and retail in multiple formats, we are well placed to respond to
the recovery in demand. Our first priority continues to be the
health and safety of our colleagues and customers. Key to that is
confidence building and we are doing that by implementing new
hygiene and safety protocols and new operational and social
distancing measures. Staff are being trained to deal with the new
environment, and our visual signage clearly sets out the safety
measures we have in place.
Our approach to re-opening units will be systematic, so that we
deliver the brands and the offer that customers want to eat and
drink in the way they want to be served. Importantly, we will look
to open units selectively in the larger multi-unit locations, which
characterise the majority of our business, and therefore ensure
that we can operate profitably even at lower levels of footfall. We
expect that during the re-opening phase profitability will be
further supported by the removal of minimum annual guarantees and
concession fee reductions, as well as simplifying our operations
and agreeing lower franchise fees with our brand partners.
We are also focused on simplifying the structures and processes
within our business and reducing discretionary spend. We will
continue to invest in technology where that will further simplify
our processes and support our efficiency plans. Importantly, we
will continue to engage closely with our teams, keeping them fully
informed, and we will continue to support the communities in which
we operate.
Sustainable growth in the future
We believe SSP will emerge from this crisis as a fitter,
stronger business.
The scale and breadth of our business gives us a unique
opportunity to stay ahead of changing customer trends, and we
expect to see further changes as we make progress through the
crisis. We will continue to use technology, accelerating our mobile
order and pay functionality and trialling new technology, such as
online delivery services.
We will also continue to grow our business. We already have a
strong new business pipeline, and we believe new opportunities will
emerge in the aftermath of this crisis. North America remains a
significant growth market, and we will continue to invest to grow
further. There may also be opportunities for new acquisitions in
due course, which we will pursue if they meet our returns
criteria.
We will maintain a tighter cost base, focused on more simplified
operations and use technology to eliminate manual tasks where most
cost efficient, and finally, we will continue to embed
sustainability within our operations.
Dividend reinvestment offering
SSP announced in its trading update on 25 March 2020 that it was
deferring the payment of its 2019 final dividend to 4 June 2020 and
that it would engage with its shareholders in order to retain this
cash in the business. SSP has engaged with shareholders and has
assessed various options including cancelling, requesting waivers
and further deferral of the 2019 final dividend payment. In light
of the circumstances around the timing and approval of SSP's 2019
Final Dividend at the Company's Annual General Meeting on 26
February 2020, many of the options proved to be unachievable.
Following further engagement with shareholders and with the
continued aim of retaining cash within SSP, the Company is offering
those investors that are entitled to the 2019 final dividend the
opportunity to reinvest their dividend in an offering of new
ordinary shares in SSP at today's mid-market closing price. The
2019 final dividend will be paid on 4 June 2020 to all shareholders
on the register at the record date of 6 March 2020 and this
mechanism will allow them to apply for an allocation of new shares
up to the value of their 2019 final dividend entitlement.
Proceeds from the offering will allow for a proportion of the
2019 final dividend payment to be effectively retained in the
business and further enhance the Company's cash and liquidity
position during this period of unprecedented disruption in the
global travel market as a result of the Covid-19 outbreak.
Summary and outlook
Prior to the onset of Covid-19, SSP had had a good first half,
with particularly good progress on net gains and a strong pipeline
of new business wins. The impact of the virus has been significant,
but we have taken all the appropriate actions to ensure that, even
with extremely low sales, we have sufficient liquidity to manage
through a prolonged crisis and slow recovery. Our focus now is to
gradually re-open our business, operating units profitably and
lowering our cost base, whilst ensuring the safety of our customers
and colleagues. In time, we will seek out and invest in new
long-term growth opportunities, and as ever, we remain committed to
delivering for all our stakeholders in a sustainable way.
Financial review
Group performance
IFRS 16 IAS 17 IAS 17 IAS 17 change
H1 2020 H1 2020 H1 2019
GBPm GBPm GBPm
Constant
Reported currency LFL
----------- ---------- -------
Revenue 1,214.6 1,214.6 1,261.6 (3.7)% (2.7)% (8.4)%
--------- --------- --------- ----------- ---------- -------
Underlying operating
(loss) / profit (5.8) 1.3 62.5 (97.9)% (97.6)%
--------- --------- --------- ----------- ---------- -------
Underlying operating
margin (0.5)% 0.1% 5.0% -490 bps -490 bps
--------- --------- --------- ----------- ---------- -------
Operating (loss)
/ profit (6.7) 0.4 61.6 (110.9)%
--------- --------- --------- ----------- ---------- -------
Operating margin (0.6)% 0.0% 4.9% -490 bps
--------- --------- --------- ----------- ---------- -------
Revenue
First half revenue decreased by 2.7% year on year on a constant
currency basis, comprising a like-for-like sales reduction of 8.4%
offset by net contract gains of 5.7%. At actual exchange rates,
total revenue fell by 3.7%, to GBP1,214.6m.
The Group's trading performance during the first half has been
overshadowed by the very damaging impact of Covid-19, which we
estimate has reduced first half sales by approximately GBP145m -
GBP150m. Prior to seeing the initial impact from the virus in China
towards the end of January, we had enjoyed a good start to the new
financial year, with like-for-like sales growth of 1.2% during the
first quarter of this year, in line with our expectations, despite
the external headwinds noted in the second half of last year in
Continental Europe and in the Rest of the World continuing into the
autumn. Like-for-like sales growth in the UK and North America
remained robust, driven by increasing passenger numbers. First
quarter like-for like sales in Continental Europe were also
affected by the transport strikes across France during December and
January.
In the second quarter, like-for-like sales decreased by 18.5%,
with the Group's performance impacted significantly by the
development of Covid-19. As indicated in our February trading
update, we began to see a material impact on trading in our Asia
Pacific region (which accounted for around 8% of Group sales) from
the escalation of the virus during late January and throughout
February. Trading then deteriorated rapidly across the entire group
during March as the impact of the pandemic spread across the world.
By the final few days of March, as lockdowns and travel
restrictions were implemented around the world, like-for-like sales
had decreased by over 90% across all regions.
Despite the impact of Covid-19, net gains made a strong
contribution to sales during the first half, particularly in North
America and in Continental Europe, driven by the significant new
contract openings last year. Furthermore, new openings during the
second quarter and those planned for the second half were expected
to drive significant further net gains in the remainder of the
year, which were expected to be over 6% for the full year, prior to
Covid-19. Those openings during the second quarter included outlets
in Australia and Germany following the acquisitions of the Red Rock
operations in Perth and Melbourne Airports and the Station Food
rail business in Germany.
Trading results from outside the UK are converted into Sterling
at the average exchange rates for the period. The overall impact of
the movement of foreign currencies on revenue (principally the
Euro, US Dollar and pegged currencies, Norwegian Krone, Swedish
Krona and Indian Rupee) during the first half of 2020 compared to
the 2019 average was a reduction of 1%. However this is a
translation impact only.
Underlying operating loss
The underlying operating loss for the first half was GBP5.8m. On
a pro forma IAS 17 basis, the Group reported an underlying
operating profit of GBP1.3m, down from GBP62.5m in the prior year,
a reduction of 97.9%. We estimate that the significant loss of
sales as a result of the rapid spread of Covid-19 impacted
operating profit by around GBP65m in the first half. The extreme
speed with which travel restrictions impacted our markets limited
our ability to reduce operating costs, particularly labour costs,
at very short notice, while we also suffered the impact of stock
write offs as a result of the rapid closure of most of our outlets
during late March.
Operating loss
On a reported basis, the operating loss was GBP6.7m, reflecting
an adjustment for the amortisation of acquisition-related
intangible assets of GBP0.9m.
Regional performance
The following shows the Group's segmental performance. For full
details of our key reporting segments, refer to Note 3.
UK (including Republic of Ireland)
IAS 17
H1 2020
GBPm IAS 17 change
IFRS
16 H1 IAS 17
2020 H1 2019 Constant
GBPm GBPm Reported currency LFL
--------- ---------- -------
Revenue 372.6 372.6 385.2 (3.3)% (3.1)% (5.2)%
------- --------- --------- --------- ---------- -------
Underlying operating
profit 23.1 23.8 39.1 (39.1)% (39.0)%
------- --------- --------- --------- ---------- -------
Underlying operating
margin 6.2% 6.4% 10.2% -380 bps -380 bps
------- --------- --------- --------- ---------- -------
Note - Statutory reported operating profit was GBP22.4m (H1
2019: GBP38.4m) and operating margin was 6.0% (H1 2019: 10.0%)
reflecting an adjustment for the amortisation of acquisition
related intangible assets of GBP0.7m (H1 2019: GBP0.7m).
Revenue decreased by 3.1% on a constant currency basis,
comprising a like-for-like reduction of 5.2% and net contract gains
of 2.1%. Prior to the impact of Covid-19 in March, like-for-like
sales growth had been robust, driven by increasing passenger
numbers. Net contract gains included contributions from the three
Jamie Oliver outlets at Gatwick airport that we began operating
last summer.
Underlying operating profit for the UK was GBP23.1m and reported
operating profit was GBP22.4m in the first half year. On a pro
forma IAS 17 basis, underlying operating profit of GBP23.8m
decreased by 39.0% year on year on a constant currency basis.
Continental Europe
IAS 17
H1 2020
GBPm IAS 17 change
IFRS
16 H1 IAS 17
2020 H1 2019 Constant
GBPm GBPm Reported currency LFL
----------- ----------- --------
Revenue 424.3 424.3 452.7 (6.3)% (3.2)% (10.7)%
--------- --------- --------- ----------- ----------- --------
Underlying operating
(loss) / profit (23.8) (20.1) 17.7 (213.6)% (211.7)%
--------- --------- --------- ----------- ----------- --------
Underlying operating
margin (5.6)% (4.7)% 3.9% -860 bps -850 bps
--------- --------- --------- ----------- ----------- --------
Note - Statutory reported operating loss was GBP24.0m (H1 2019:
GBP17.5m profit) and operating margin was (5.7)% (H1 2019: 3.9%)
reflecting an adjustment for the amortisation of acquisition
related intangible assets of GBP0.2m (H1 2019: GBP0.2m).
Revenue decreased by 3.2% on a constant currency basis,
comprising a like-for-like reduction of 10.7% and net contract
gains of 7.5%. The impact of Covid-19 on like-for-like sales was
more significant in this region than in either the UK or North
America, with a number of countries in central Europe announcing
that they were closing borders and restricting travel in early
March following the outbreak in Italy towards the end of February.
Prior to the impact of Covid-19, like-for-like sales had been in
line with our expectations, albeit with a continuation of some of
the headwinds from the second half of last year, including the
national strikes in France during December and January and the
impact of major redevelopments in a number of airports, including
Copenhagen, Malaga and Las Palmas.
Net contract gains in Continental Europe remained very strong,
driven by new outlets opened last year at Montparnasse Railway
station and in the new motorway service areas in Germany, as well
as the Starbucks units in railway stations across the
Netherlands.
The underlying operating loss for Continental Europe was
GBP23.8m and reported operating loss was GBP24.0m in the first half
year. On a pro forma IAS 17 basis, the underlying operating loss
was GBP20.1m, which compared to an underlying operating profit of
GBP17.7m for the equivalent period last year. The overall impact
from Covid-19 in this region was much more significant than in
others, partly due to the earlier imposition of travel restrictions
compared to the UK and North America, but also as a result of the
longer lead times required to reduce labour costs in response to a
rapid reduction in sales. Prior to the impact of Covid-19,
operating profit for the region had already been impacted by
transport strikes in France throughout December and January, the
ongoing impact of the airport redevelopments in Denmark and Spain,
and significant pre-opening and integration costs from new
contracts and the acquisition of the Station Food business in
Germany.
North America
IAS 17
H1 2020
GBPm IAS 17 change
IFRS 16 IAS 17
H1 2020 H1 2019 Constant
GBPm GBPm Reported currency LFL
--------- ---------- -------
Revenue 246.5 246.5 235.9 +4.5% +4.0% (6.5)%
--------- --------- --------- --------- ---------- -------
Operating profit 7.4 7.8 9.5 (17.9)% (17.3)%
--------- --------- --------- --------- ---------- -------
Operating margin 3.0% 3.2% 4.0% -80 bps -80 bps
--------- --------- --------- --------- ---------- -------
Revenue increased by 4.0% on a constant currency basis,
comprising a like-for-like decrease of 6.5% offset by net contract
gains of 10.5%. Prior to the impact of Covid-19 like-for-like sales
growth had been robust, benefiting from positive trends in airport
passenger numbers in the North American market. Net gains were
driven by new openings in Ottawa, Seattle, Oakland and LaGuardia
Airports.
Operating profit for North America was GBP7.4m in the first half
year. On a pro forma IAS 17 basis, operating profit of GBP7.8m
decreased by 17.3% year on year on a constant currency basis.
Rest of the World
IAS 17
H1 2020
GBPm IAS 17 change
IFRS 16 IAS 17
H1 2020 H1 2019 Constant
GBPm GBPm Reported currency LFL
--------- ---------- --------
Revenue 171.2 171.2 187.8 (8.9)% (9.3)% (12.3)%
--------- --------- --------- --------- ---------- --------
Operating profit 6.3 8.6 15.9 (45.9)% (48.5)%
--------- --------- --------- --------- ---------- --------
Operating margin 3.7% 5.0% 8.5% -350 bps -370 bps
--------- --------- --------- --------- ---------- --------
Revenue decreased by 9.3% on a constant currency basis,
comprising a like-for-like fall of 12.3% offset by net contract
gains of 3.0%.The impact of Covid-19 on like-for-like sales was
more significant in this region than in the others, reflecting the
earlier escalation of the virus across the Asia Pacific region from
late January. Prior to the impact of Covid-19, like-for-like sales
growth in the Rest of the World had been steady, benefiting from an
improving trend in India but impacted by the ongoing political
disruption in Hong Kong.
Net gains included sales from new outlets in Cebu Airport in the
Philippines and in Bangalore Airport in India, as well from the
acquisition of the Red Rock operations in Perth and Melbourne
Airports in Australia.
The operating profit for the Rest of the World was GBP6.3m. On a
pro forma IAS 17 basis, operating profit of GBP8.6m decreased by
48.5% year on year on a constant currency basis.
Share of profit of associates
The Group's share of profit from associates was GBP0.2m. On a
pro forma IAS 17 basis, Group's share of profit from associates was
GBP0.4m (H1 2019: GBP2.1m), the year-on-year reduction reflect ing
the impact of Covid-19 on our associate investments around the
world.
Net finance costs
The underlying net finance expense was GBP26.8m including
interest on lease liabilities of GBP14.4m. On a pro forma IAS 17
basis, underlying net finance costs increased year on year to
GBP12.4m (H1 2019: GBP10.4m), primarily due to the higher net debt
compared to the prior year as a result of the GBP149.8m special
dividend paid in April 2019. Reported net finance expense was
GBP27.8m, including interest on lease liabilities of GBP14.4m and
an adjustment of GBP1.0m relating to non-cash interest charges
arising from the adoption of the debt modification rules under IFRS
9.
Taxation
The Group's underlying tax credit for the period was GBP2.3m (H1
2019: GBP12.0m charge). On a reported basis the tax credit for the
period was GBP1.6m (H1 2019: GBP12.1m charge). On a pro forma IAS
17 basis the Group's underlying tax credit was GBP0.8m (H1 2019:
GBP12.0m charge), equivalent to an effective tax rate of 7.1% (H1
2019: 22.1%) of the underlying loss (H1 2019: profit) before
tax.
Looking forward we expect the underlying tax rate to be around
7% for the full year. The Group's tax rate is sensitive to the
geographic mix of profits and losses and reflects a combination of
higher rates in certain jurisdictions, as well as the impact of
losses in some countries for which no deferred tax asset is
recognised. The change in the tax rate forecast for the current
year compared to historic rates of around 22% is due to the impact
of Covid-19 which has led to a significant change in the geographic
mix of profits and losses forecast for the Group in the current
year.
Non-controlling interests
The profit attributable to non-controlling interests was
GBP3.4m. On a pro forma IAS 17 basis the profit attributable to
non-controlling interests was GBP7.9m (H1 2019: GBP11.0m), with the
year on year reduction reflecting the impact of Covid-19 on our
partly-owned operations in North America and in the Rest of the
World.
Earnings (loss) per share
The Group's underlying loss per share was 7.5 pence per share,
and its reported loss per share was 8.0 pence per share. On a pro
forma IAS 17 basis the underlying loss per share was 4.0 pence per
share (H1 2019: 6.7 pence earnings per share).
Dividends
Given the ongoing uncertainly around the duration of the
Covid-19 pandemic, the Board has decided not to declare an interim
dividend (H1 2019: 5.8 pence per share). The final dividend for the
year ended 30 September 2019 of 6.0 pence per share totalling
GBP26.8m was approved but not paid during the period and will be
paid on 4 June 2020.
Free Cash flow
The table below presents a summary of the Group's cash flow for
the first half of 2020:
H1 2020 H1 2019
GBPm GBPm
Underlying operating profit(1) 1.3 62.5
Depreciation and amortisation 54.9 52.8
Working capital (45.1) (36.3)
Net tax (20.1) (18.7)
Other 2.9 (3.0)
Net cash flow from operating activities (1) (6.1) 57.3
Capital expenditure(2) (119.5) (108.2)
Acquisition of subsidiaries, adjusted for net debt acquired (26.9) (3.4)
Net dividends to non-controlling interests and from associates (15.3) (15.5)
Operating cash flow (1) (167.8) (69.8)
Net finance costs (9.1) (6.1)
-------- --------
Free cash flow (1) (176.9) (75.9)
-------- --------
(1) Presented on an underlying pro forma IAS 17 basis (refer to
page 19 for details)
(2) Capital expenditure is net of capital contributions from
non-controlling interests of GBP3.1m (H1 2019: GBP3.5m)
The Group's net cash outflow during the period from underlying
operating activities was GBP6.1m on a pro forma IAS 17 basis,
compared to a GBP57.3m cash inflow for the equivalent period last
year. The principal driver of the year on year reduction was the
lower underlying operating profit of GBP1.3m, down from GBP62.5m in
the prior period, reflecting the significant impact of Covid-19.
While the working capital usage of GBP45.1m was only slightly
higher (GBP8.8m) than last year, it should be noted that the
underlying loss of negative working capital following the sharp
fall in sales was greater, and only temporarily offset as at the
end of March by short term actions to protect liquidity. These
temporary payment deferrals will reverse during the second half
year.
Capital expenditure was GBP119.5m, an increase of GBP11.3m
compared to the equivalent period in the prior year, reflecting the
higher net contract gains in the year. Following the Covid-19
escalation, we have placed our capital expenditure programme on
hold pending some recovery in the travel sector and we are
anticipating a maximum expenditure of between GBP10m and GBP15m in
the second half. Acquisitions of GBP26.9m primarily reflected the
purchases of the Red Rock operations in Perth and Melbourne
Airports in Australia and of the Station Food rail business in
Germany.
Net finance costs paid of GBP9.1m were GBP3.0m higher than the
equivalent period last year, mainly reflecting the increased net
debt and related financing costs following the GBP149.8m special
dividend paid in April 2019.
Net debt
Overall net debt decreased by GBP25.7m to GBP457.7m on a pro
forma IAS 17 basis, representing pro forma leverage of 1.7x, with
the significant free cash outflow in the period offset by the
GBP209.2m equity issuance (net of related fees) in late March. Note
that the Group adopted IFRS 16 'Leases' with effect from 1 October
2019 using the modified retrospective approach to transition which
means that the prior year balances including net debt have not been
restated. The table below highlights the movements in net debt in
the period on a pro forma IAS 17 basis.
GBPm
Net debt excluding lease liabilities at 1 October
2019 (IAS 17 basis) (483.4)
Underlying free cash flow (176.9)
Equity issue (net of fees paid) 209.2
Impact of foreign exchange rates (3.1)
Other (3.5)
----------
Net debt excluding lease liabilities at 31 March
2020 (IAS 17 basis) (457.7)
----------
Lease liabilities (1,476.5)
----------
Net debt including lease liabilities at 31 March
2020 (IFRS 16 basis) (1,934.2)
----------
As noted previously, the Group adopted IFRS 16 on 1 October 2019
and as a result now recognises lease liabilities, which are
initially based on the present value of the future payments
required under each lease discounted at the incremental borrowing
rate. The movement in the lease liabilities from the transition
date of 1 October 2019 to 31 March 2020 was as follows:
Six months
ended
31 March 2020
GBPm
Beginning of the period -
Lease liabilities on transition (1,435.2)
Acquisitions (22.7)
Additions (160.5)
Interest charge in the period (14.4)
Payment of lease liabilities 143.4
Re-measurement adjustments (3.6)
Currency translation 16.5
---------------
End of the period (1,476.5)
---------------
Covid-19 impact and implications for the second half of the
year
In our trading statement on 25 March, we set out our pessimistic
view of the duration and impact of Covid-19, assuming an almost
total shutdown of the travel market for the whole of the second
half of our financial year. In this scenario, we envisaged Group
revenue being down approximately 80% to 85% in H2 2020 against the
same period last year. This would equate to a reduction in revenue
of around GBP1.4bn compared to our previous expectations.
In considering the impact of this on operating profit, we
assumed that the benefit of the extensive management action to
reduce the cost base would result in a "drop through" to operating
profit from the reduced sales of 25% to 30%, an improvement
compared with that experienced in February and March 2020. This
scenario would imply, on a pro forma IAS 17 basis, an underlying
operating loss of between GBP180m and GBP250m for the second half
year, and an underlying EBITDA loss of between GBP120m and GBP190m,
the final out-turn depending on our ability to manage the profit
conversion on the reduced sales.
As at the end of May, and with the continuing impact of the
global lock-downs even more extreme that we anticipated in March,
sales are currently running approximately 95% below last year.
Despite this lower level of sales, we expect the impact on
profit to be mitigated by the speed and the extent to which we have
been able to reduce operating costs. Our current expectations are
for operating losses and EBITDA in H2 to be within the ranges
indicated above, even if we see sales remain at the current run
rate until the end of the current financial year. This is mainly a
consequence of our success in negotiating rent concessions and the
benefit of Government support through furlough schemes in nearly
all of our major countries, which have proven more extensive than
anticipated in March.
From an overall cash flow perspective, as well as the EBITDA
losses within the range indicated above, we would also expect to
see negative working capital movement in this scenario of between
GBP180m and GBP200m, as a consequence of the sharp fall in sales in
March and the reversal of temporary liquidity protection actions
taken at that that time. In addition, we would anticipate other
underlying cash outflows within the range of GBP40m to GBP50m. At
this stage, while benefiting from government furlough support and
contractual layoffs, it is not anticipated that significant
restructuring costs will be incurred and as such have not been
included in these forecasts. Taking all of the above into
consideration, if sales were to remain at current levels until the
end of the financial year, we would anticipate an overall net
operating cash outflow for the second half of between GBP340m and
GBP440m, and a monthly operating cash burn of between GBP25m and
GBP30m by the final quarter at these very low levels of sales.
It is important to recognise that at any point when we see a
sales improvement from these very low levels, the cash flow will
benefit from the recovery of the normal negative working capital in
the business, which is not reflected in this pessimistic
scenario.
Liquidity position and actions taken
At the end of the reporting period and following the equity
issue in late March, the Group had approximately GBP413m of
available liquidity, comprising cash of approximately GBP381m and
committed undrawn revolving credit facilities of GBP32m. At the
beginning of April, we announced that the Bank of England had
confirmed that SSP had secured access to the CCFF, under which
facility the Group is permitted to draw up to GBP300m. During
April, the Group also secured access to a number of additional
smaller liquidity lines, including government-backed facilities in
France, Spain and Switzerland, providing a further GBP37m. On a pro
forma basis, adjusting the Group's reported liquidity position at
the end of March to include the new facilities secured in early
April, Group cash and undrawn available facilities totalled
approximately GBP750m.
The terms of the GBP112m liquidity facility (announced in March)
required that any drawings would be repaid as soon as we accessed
and drew down on the Bank of England CCFF and therefore this
facility has effectively been superseded.
Taking into account this level of cash and available facilities,
as well a number of liquidity enhancing measures, the Group is
confident that it has sufficient funds to allow it to operate
throughout even its most pessimistic scenario. As indicated
previously, under an extreme scenario where sales remain at current
levels throughout our second half, we would anticipate the net
operating cash outflow over the next six months to be within the
range of GBP340m to GBP440m, including the one-off temporary loss
of negative working capital, leaving remaining liquidity headroom
of between GBP310m and GBP410m by the end of the current financial
year.
As well as raising the additional funding outlined above, we
have taken a number of further steps to protect liquidity. In
addition to the various management actions to minimise the monthly
operating cash burn, as already described, we have also taken
action to defer all non-essential capital expenditure, to suspend
our previously announced share buyback programme and to negotiate
with our lending banks a two year deferral of an approximate GBP32m
term loan amortisation payment which was due to be paid in July
2020. The Board has also announced that it does not intend to pay a
dividend in respect of the current financial year.
The Company is also today conducting an offering of new shares
in order to facilitate the reinvestment of 2019 final dividend by
investors entitled to receive the dividend that will be paid on 4
June 2020. The proceeds from this will further enhance the
Company's cash and liquidity position.
In order to provide the maximum financial flexibility for the
Group through this exceptionally challenging period, we are pleased
to confirm that we have secured an agreement from our lending group
of banks and our US private placement note holders to waive
existing financial covenants for the next two testing periods
covering the twelve months to 30 September 2020 and 31 March 2021.
We have agreed that these covenant tests will be replaced between
now and 30 September 2021 by two new covenant tests, each tested
monthly, with the first of these based on SSP demonstrating a
minimum level of liquidity and the second based on the Group not
exceeding a maximum level of net debt. For the testing period
ending 30 September 2021 both the existing and new covenants will
be relevant, with the Group returning to the existing covenants
thereafter. We are confident that we have sufficient headroom to
stay within the applicable thresholds even in our most pessimistic
scenario.
Impact of IFRS 16 'Leases'
As stated above, the Group adopted IFRS 16 'Leases' with effect
from 1 October 2019 using the modified retrospective approach to
transition which means that the prior year balances have not been
restated. The new standard requires that the Group's leased assets
are recorded as right-of-use assets together with their
corresponding lease liabilities. Interest expense is recognised on
the lease liability and the right-of-use assets are required to be
depreciated on a straight-line basis over the lease term.
Income Statement impact
The impact of the implementation of IFRS 16 on the Income
Statement for the six months ended 31 March 2020 is as follows:
Six months IFRS 16 Six months
ended 31 adjustment ended 31
March 2020 March 2020
IAS 17 IFRS 16
GBPm GBPm GBPm
Revenue 1,214.6 - 1,214.6
------------ ------------- ------------
Underlying operating
(loss) / profit 1.3 (7.1) (5.8)
Share of profit from
associates 0.4 (0.2) 0.2
Finance income 1.1 - 1.1
Finance expense (13.5) (14.4) (27.9)
------------ ------------- ------------
Underlying loss before
tax (10.7) (21.7) (32.4)
Non-underlying items (1.9) - (1.9)
Taxation 0.1 1.5 1.6
------------ ------------- ------------
Loss for the period (12.5) (20.2) (32.7)
------------ ------------- ------------
Balance Sheet impact
The impact of the implementation of IFRS 16 on the Balance Sheet
as at 31 March 2020 is as follows:
As at 31 IFRS 16 As at 31
March 2020 adjustment March 2020
IAS 17 IFRS 16
GBPm GBPm GBPm
Non-current assets
Right-of-use assets - 1,463.0 1,463.0
Other non-current assets 1,371.8 (5.0) 1,366.8
------------ ------------- ------------
1,371.8 1,458.0 2,829.8
Current assets
Trade and other receivables 186.1 (6.3) 179.8
Other current assets 424.6 - 424.6
------------ ------------- ------------
610.7 (6.3) 604.4
Total assets 1,982.5 1,451.7 3,434.2
------------ ------------- ------------
Current liabilities
Lease liabilities - (308.0) (308.0)
Other current liabilities (689.1) 3.3 (685.8)
------------ ------------- ------------
(689.1) (304.7) (993.8)
Non-current liabilities
Lease liabilities - (1,168.5) (1,168.5)
Other non-current liabilities (748.1) 0.9 (747.2)
------------ ------------- ------------
(748.1) (1,167.6) (1,915.7)
Total liabilities (1,437.2) (1,472.3) (2,909.5)
------------ ------------- ------------
Net assets 545.3 (20.6) 524.7
------------ ------------- ------------
Total equity 545.3 (20.6) 524.7
------------ ------------- ------------
Cash flow impact
There is no net impact on cash flows, however, there has been a
change in classification of cash flows whereby an increase in net
cash inflows from operating activities has been offset by a
decrease in net cash flows from financing activities
Six months IFRS 16 Six months
ended 31 Adjustment ended 31
March 2020 March 2020
IAS 17 IFRS 16
GBPm GBPm GBPm
Net cash flows from operating activities (6.1) 143.4 137.3
Net cash flows from investing activities (144.7) - (144.7)
Net cash flows from financing activities 303.5 (143.4) 160.1
------------ ------------- ------------
152.7 - 152.7
------------ ------------- ------------
Further information on the impact of adoption of IFRS 16 can be
found in Note 1.
Principal risks
The principal risks facing the Group for the remainder of the
year are unchanged from those reported in the Annual Report and
Accounts 2019 with the exception of Covid-19, the impact of which
has been discussed above.
These risks, together with the Group's risk management process,
are detailed on pages 19 to 24 of the Annual Report and Accounts
2019, and relate to the following areas: business environment and
geopolitical uncertainty; retention of existing client
relationships; Brexit; benefits realisation from efficiency
programmes; information security and stability; labour laws and
unionisation; regulatory compliance; food safety and product
compliance; changing client behaviours; execution and mobilisation
of new contracts; expansion into new markets; senior management
capability and retention; competitive intensity; business
development capability and investment; outsourcing programmes;
maintenance/development of brand portfolio; and tax strategy.
Alternative Performance Measures
The Directors use alternative performance measures for analysis
as they believe these measures provide additional useful
information on the underlying trends, performance and position of
the Group. The alternative performance measures are not defined by
IFRS and therefore may not be directly comparable with other
companies' performance measures and are not intended to be a
substitute for IFRS measures.
Revenue growth
As the Group operates in over 30 countries, it is exposed to
translation risk on fluctuations in foreign exchange rates, and as
such the Group's reported revenue and operating profit will be
impacted by movements in actual exchange rates. The Group presents
its financial results on a constant currency basis in order to
eliminate the effect of foreign exchange rates and to evaluate the
underlying performance of the Group's businesses. The table below
reconciles reported revenue to constant currency sales growth,
like-for-like sales growth, net contract gains/(losses) and the
impact of acquisitions where appropriate.
(GBPm) UK Continental North America RoW Total
Europe
H1 2020 Revenue at actual rates by segment 372.6 424.3 246.5 171.2 1,214.6
Impact of foreign exchange 0.6 16.3 2.8 2.3 22.0
------- ------------ -------------- -------- --------
H1 2020 Revenue at constant currency(1) 373.2 440.6 249.3 173.5 1,236.6
------- ------------ -------------- -------- --------
H1 2019 Revenue at constant currency 385.3 455.0 239.8 191.3 1,271.3
Constant currency sales (fall) / growth (3.1)% (3.2)% 4.0% (9.3)% (2.7)%
Which is made up of:
Like-for-like sales growth(2) (5.2)% (10.7)% (6.5)% (12.3)% (8.4)%
Net contract gains(3) 2.1% 7.5% 10.5% 3.0% 5.7%
(3.1)% (3.2)% 4.0% (9.3)% (2.7)%
------- ------------ -------------- -------- --------
(1) Constant currency is based on average 2019 exchange rates
weighted over the financial year by 2019 results.
(2) Like-for-like sales represent revenues generated in an
equivalent period in each financial period in outlets which have
been open for a minimum of 12 months. Like-for-like sales are
presented on a constant currency basis.
(3) Net contract gains represent the net year-on-year revenue
impact from new outlets opened and existing units permanently
closed in the past 12 months. Net contract gains/(losses) are
presented on a constant currency basis.
Underlying profit measures
The Group presents underlying profit measures, including
operating profit, profit before tax and earnings per share, which
excludes the amortisation of intangible assets arising on the
acquisition of the SSP business in 2006 and additional interest
arising on amend and extend of borrowings under IFRS 9. A
reconciliation from the underlying to the statutory reported basis
is presented below:
H1 2020 (IFRS 16) H1 2019 (IAS 17)
Underlying Adjustments Total Underlying Adjustments Total
Operating (loss) / profit (GBPm) (5.8) (0.9) (6.7) 62.5 (0.9) 61.6
Operating margin (0.5)% (0.1)% (0.6)% 5.0% (0.1)% 4.9%
(Loss) / profit before tax (GBPm) (32.4) (1.9) (34.3) 54.2 (2.8) 51.4
(Loss) / earnings per share (p) (7.5) (0.5) (8.0) 6.7 (0.6) 6.1
Responsibility statement of the Directors in respect of the
half-yearly report
We confirm that to the best of our knowledge:
-- The condensed set of financial statements has been prepared
in accordance with IAS 34 Interim Financial Reporting as adopted by
the EU;
-- The interim management report includes a fair review of the information required by:
- DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the condensed
set of financial statements; and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
- DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do so.
On behalf of the Board
Simon Smith Jonathan Davies
Chief Executive Officer Chief Financial Officer
3 June 2020 3 June 2020
Independent review report to SSP Group plc
Conclusion
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 31 March 2020 which comprises the condensed
consolidated income statement, the condensed consolidated statement
of other comprehensive income, the condensed consolidated balance
sheet, the condensed consolidated statement of changes in equity,
the condensed consolidated cash flow statement, and the related
explanatory notes.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 31
March 2020 is not prepared, in all material respects, in accordance
with IAS 34 Interim Financial Reporting as adopted by the EU and
the Disclosure Guidance and Transparency Rules ("the DTR") of the
UK's Financial Conduct Authority ("the UK FCA").
Material uncertainty related to going concern
We draw attention to note 1 to the nancial statements which
indicates that under a severe but plausible scenario there is a
risk of the Group breaching its nancial covenants as at 30
September 2021 unless a waiver agreement is reached with the
lenders. These events and conditions, along with the other matters
explained in note 1, constitute a material uncertainty that may
cast signi cant doubt on the Group's ability to continue as a going
concern.
Our opinion is not modi ed in respect of this matter.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity issued by the Auditing Practices Board for use in the
UK. A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. We read the other information contained in the
half-yearly financial report and consider whether it contains any
apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the directors. The directors are responsible
for preparing the half-yearly financial report in accordance with
the DTR of the UK FCA.
The annual financial statements of the Group are prepared in
accordance with International Financial Reporting Standards as
adopted by the EU. The directors are responsible for preparing the
condensed set of financial statements included in the half-yearly
financial report in accordance with IAS 34 as adopted by the
EU.
Our responsibility
Our responsibility is to express to the company a conclusion on
the condensed set of financial statements in the half-yearly
financial report based on our review.
The purpose of our review work and to whom we owe our
responsibilities
This report is made solely to the company in accordance with the
terms of our engagement to assist the company in meeting the
requirements of the DTR of the UK FCA. Our review has been
undertaken so that we might state to the company those matters we
are required to state to it in this report and for no other
purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the company for our
review work, for this report, or for the conclusions we have
reached.
Nicholas Frost
for and on behalf of KPMG LLP
Chartered Accountants
15 Canada Square
London
E14 5GL
3 June 2020
Condensed consolidated income statement
for the six months ended 31 March 2020
Six months ended 31 March Six months ended 31 March
2020 2019
Underlying(1, Underlying
Notes 2) Adjustment Total (1) Adjustment Total
GBPm GBPm GBPm GBPm GBPm GBPm
Revenue 3 1,214.6 - 1,214.6 1,261.6 - 1,261.6
Operating costs 5 (1,220.4) (0.9) (1,221.3) (1,199.1) (0.9) (1,200.0)
Operating (loss)
/ profit (5.8) (0.9) (6.7) 62.5 (0.9) 61.6
Share of profit
of associates 0.2 - 0.2 2.1 - 2.1
Finance income 6 1.1 - 1.1 1.0 - 1.0
Finance expense 6 (27.9) (1.0) (28.9) (11.4) (1.9) (13.3)
(Loss) / profit
before tax (32.4) (1.9) (34.3) 54.2 (2.8) 51.4
Taxation 2.3 (0.7) 1.6 (12.0) (0.1) (12.1)
(Loss) / profit
for the period (30.1) (2.6) (32.7) 42.2 (2.9) 39.3
-------------------------- ----------- ---------- ----------- ----------- ----------
(Loss) / profit attributable to:
Equity holders
of the parent (33.5) (2.6) (36.1) 31.2 (2.9) 28.3
Non-controlling
interests 3.4 - 3.4 11.0 - 11.0
(Loss) / profit
for the period (30.1) (2.6) (32.7) 42.2 (2.9) 39.3
-------------------------- ----------- ---------- ----------- ----------- ----------
(Loss) / earnings per share (p):
- Basic 4 (7.5) (8.0) 6.7 6.1
- Diluted 4 (7.5) (8.0) 6.6 6.0
(1) Stated on an underlying basis (refer to page 19 for
details), which in 2020 excludes the amortisation of intangible
assets arising on the acquisition of the SSP business in 2006 and
the additional non-cash interest as a result of debt modifications
arising on the adoption of IFRS 9. In 2019, it also excludes the
amortisation of intangible assets arising on the acquisition of the
SSP business in 2006 and the revaluation of the obligation to
acquire an additional 16% shareholding in the TFS business in
India.
(2) The Group adopted IFRS 16 'Leases' on 1 October 2019 using
the modified retrospective approach to transition and in accordance
with the standard the Group's financial results for the prior
periods have not been restated. As a result, with the exception of
revenue, the statutory results shown above for the six months ended
31 March 2020 are not directly comparable with the prior periods.
To provide a meaningful comparison with the prior periods an
alternative presentation of the Group's results prepared under IAS
17 'Leases', the previous accounting standard for leases, is shown
in Note 2.
Condensed consolidated statement of other comprehensive
income
for the six months ended 31 March 2020
Six months ended 31 March 2020 Six months ended 31 March 2019
GBPm GBPm
Other comprehensive (expense) / income
Items that will never be reclassified to the income
statement
Re-measurements on defined benefit pension schemes 5.3 (2.3)
Income tax (charge) / credit relating to items that
will not be reclassified (1.0) 0.2
Items that are or may be reclassified subsequently
to the income statement
Net gain on hedge of net investment in foreign
operations 2.1 8.5
Other foreign exchange translation differences (28.5) (14.2)
Effective portion of changes in fair value of cash
flow hedges (0.7) (3.3)
Cash flow hedges - reclassified to the income
statement 0.6 2.2
Income tax credit relating to items that are or may
be reclassified 2.4 2.8
Other comprehensive expense for the period (19.8) (6.1)
(Loss) / profit for the period (32.7) 39.3
Total comprehensive (expense) / income for the
period (52.5) 33.2
------------------------------- -------------------------------
Total comprehensive (expense) / income attributable
to:
Equity shareholders (50.8) 20.2
Non-controlling interests (1.7) 13.0
Total comprehensive (expense) / income for the
period (52.5) 33.2
------------------------------- -------------------------------
Condensed consolidated balance sheet
as at 31 March 2020
31 March 2020 30 September
Notes 2019
GBPm GBPm
Non-current assets
Property, plant and equipment 525.8 466.5
Goodwill and intangible assets 753.2 747.1
Right-of-use assets 9 1,463.0 -
Investments in associates 13.6 17.3
Deferred tax assets 26.5 28.2
Other receivables 47.7 54.3
2,829.8 1,313.4
Current assets
Inventories 34.8 38.7
Tax receivable 9.0 0.8
Trade and other receivables 179.8 205.4
Cash and cash equivalents 12 380.8 233.3
604.4 478.2
Total assets 3,434.2 1,791.6
-------------- -------------
Current liabilities
Short term borrowings 12 (148.5) (128.8)
Trade and other payables (498.2) (551.9)
Dividend payable (26.8) -
Tax payable (11.2) (30.9)
Lease liabilities 10 (308.0) -
Provisions (1.1) (4.6)
(993.8) (716.2)
Non-current liabilities
Long term borrowings 12 (690.0) (587.9)
Post-employment benefit obligations (14.1) (19.6)
Lease liabilities 10 (1,168.5) -
Other payables (3.5) (4.1)
Provisions (21.1) (29.9)
Derivative financial liabilities 12 (4.7) (4.6)
Deferred tax liabilities (13.8) (13.7)
(1,915.7) (659.8)
Total liabilities (2,909.5) (1,376.0)
-------------- -------------
Net assets 524.7 415.6
-------------- -------------
Equity
Share capital 5.8 4.8
Share premium 462.0 461.2
Capital redemption reserve 1.2 1.2
Merger relief reserve 13 206.9 -
Other reserves (10.3) 12.9
Retained losses (210.4) (152.1)
Total equity shareholders' funds 455.2 328.0
Non-controlling interests 69.5 87.6
Total equity 524.7 415.6
-------------- -------------
Condensed consolidated statement of changes in equity
for the six months ended 31 March 2020
Share Share Merger Other Retained Total NCI Total
capital premium relief reserves losses parent equity
reserve (1) equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
At 1 October
2018 4.8 461.2 - (11.8) (77.7) 376.5 81.8 458.3
Profit for the
period - - - - 28.3 28.3 11.0 39.3
Other comprehensive
(expense) /
income for the
period - - - (6.0) (2.1) (8.1) 2.0 (6.1)
Capital contributions
from NCI - - - - - - 3.5 3.5
NCI arising
on acquisition - - - - - - 0.7 0.7
Dividends paid
to equity shareholders - - - - (25.2) (25.2) - (25.2)
Dividends paid
to NCI - - - - - - (14.3) (14.3)
Share-based
payments - - - - 4.7 4.7 - 4.7
Current and
deferred tax
on share schemes - - - - 0.1 0.1 - 0.1
--------- --------- --------- ---------- --------- -------- ------- --------
At 31 March
2019 4.8 461.2 - (17.8) (71.9) 376.3 84.7 461.0
--------- --------- --------- ---------- --------- -------- ------- --------
At 1 October
2019 4.8 461.2 - 14.1 (152.1) 328.0 87.6 415.6
Profit / (loss)
for the period - - - - (36.1) (36.1) 3.4 (32.7)
Other comprehensive
(expense) /
income for the
period - - - (19.0) 4.3 (14.7) (5.1) (19.8)
Capital contributions
from NCI - - - - - - 3.1 3.1
Purchase of
NCI shareholding - - - (4.2) - (4.2) (0.7) (4.9)
Equity issue
(2) 1.0 0.8 206.9 - - 208.7 - 208.7
Share buyback - - - - (1.7) (1.7) - (1.7)
Dividends payable
to equity shareholders - - - - (26.8) (26.8) - (26.8)
Dividends paid
to NCI - - - - - - (18.8) (18.8)
Share-based
payments - - - - 2.9 2.9 - 2.9
Current and
deferred tax
on share schemes - - - - (0.7) (0.7) - (0.7)
Other movements - - - - (0.2) (0.2) - (0.2)
--------- --------- --------- ---------- --------- -------- ------- --------
At 31 March
2020 5.8 462.0 206.9 (9.1) (210.4) 455.2 69.5 524.7
--------- --------- --------- ---------- --------- -------- ------- --------
(1) At 31 March 2019 and 31 March 2020, the other reserves
include the capital redemption reserve, translation reserve and
cash flow hedging reserve. Additionally, at 31 March 2019, the
other reserves also include the obligation to acquire an additional
share of a joint venture accounted for as a subsidiary.
(2) Refer to Note 13 for details of the equity issue.
Condensed consolidated cash flow statement
for the six months ended 31 March 2020
Notes Six months
ended 31 March Six months ended
2020 31 March 2019
GBPm GBPm
Cash flows from operating activities
Cash flow from operations 7 157.4 76.0
Tax paid (20.1) (18.7)
Net cash flows from operating
activities 137.3 57.3
Cash flows from investing activities
Investment in associate - (1.3)
Dividends received from associates 3.5 0.1
Interest received 1.3 0.6
Purchase of property, plant
and equipment (107.3) (101.5)
Purchase of other intangible
assets (15.3) (10.2)
Acquisitions, net of cash and
cash equivalents acquired (26.9) (3.4)
Net cash flows from investing
activities (144.7) (115.7)
Cash flows from financing activities
Receipt of cash from US Private
Placement and other debt 102.1 133.3
Net drawdown of Revolving Credit 20.0 -
Facility
Equity issue net of fees paid 209.2 -
Share buyback (1.7) -
Repayment of finance lease and
other loans - (12.7)
Payment of lease liabilities (143.4) -
Financing fee paid - (1.0)
Interest paid excluding interest
on lease liabilities (10.4) (6.7)
Dividends paid to equity shareholders - (25.2)
Dividends paid to non-controlling
interests (18.8) (14.3)
Capital contribution from non-controlling
interests 3.1 3.5
Net cash flows from financing
activities 160.1 76.9
Net increase in cash and cash
equivalents 152.7 18.5
Cash and cash equivalents at
beginning of the period 233.3 147.8
Effect of exchange rate fluctuations
on cash and cash equivalents (5.2) (0.2)
Cash and cash equivalents at
end of the period 380.8 166.1
---------------- -----------------
Reconciliation of net cash flow
to movement in net debt
Net increase in cash in the
period 152.7 18.5
Cash (inflow) from US Private
Placement debt (101.8) (133.3)
Cash (inflow) / outflow from
change in debt and finance leases (20.3) 12.7
Financing fee paid - 1.0
Change in net debt resulting
from cash flows 30.6 (101.1)
Translation differences (3.1) 8.2
Other non-cash changes (1.8) (5.8)
Decrease / (increase) in net
debt excluding lease liabilities
in the period 25.7 (98.7)
Net debt excluding lease liabilities
at beginning of the period (483.4) (334.7)
---------------- -----------------
Net debt excluding lease liabilities
at end of the period (457.7) (433.4)
Lease liabilities 10 (1,476.5) -
---------------- -----------------
Net debt including lease liabilities
at end of the period (1,934.2) (433.4)
---------------- -----------------
Notes
1 Basis of preparation and accounting policies
The Group adopted IFRS 16 'Leases' on 1 October 2019 which,
whilst having no overall net cash flow impact, significantly
distorts comparisons with previous periods for certain line items,
particularly because the payment of lease liabilities is now
included as a deduction within financing activities whereas
previously under IAS 17 'Leases' operating lease charges were
included as a deduction within cash flow from operating
activities.
1.1 Basis of preparation
The condensed consolidated half-yearly financial statements of
SSP Group plc (the Group) have been prepared in accordance with
International Accounting Standard (IAS) 34, Interim Financial
Reporting as adopted by the EU. The annual consolidated financial
statements of the Group are prepared in accordance with
International Financial Reporting Standards as adopted by the EU
(IFRS) and the Companies Act 2006 applicable to companies reporting
under IFRS. These condensed consolidated half-yearly financial
statements do not comprise statutory accounts within the meaning of
Section 435 of the Companies Act 2006, and should be read in
conjunction with the Annual Report and Accounts 2019. The
comparative figures for the six months ended 31 March 2019 are not
the Group's statutory accounts for that financial year. Those
accounts were reported upon by the Group's auditors and delivered
to the registrar of companies. The report of the auditors was
unqualified, did not include a reference to any matters to which
the auditors drew attention by way of emphasis without qualifying
their report and did not contain statements under Section 498 (2)
or (3) of the Companies Act 2006.
These financial statements are presented in Sterling and unless
stated otherwise, rounded to the nearest GBP0.1 million. The
financial statements are prepared on the historical cost basis
except for the derivative financial instruments which are stated at
their fair value.
1.2 Going concern
The uncertainty as to the future impact on SSP of Covid-19 has
been considered as part of the Group's adoption of the going
concern basis of preparation, in which context the Directors have
reviewed cash flow forecasts prepared for a period of 16 months
from the date of approval of these financial statements. These
forecasts assume an almost total shutdown of our travel markets for
the whole of the second half of the current financial year. The
projections then assume a progressive recovery in those travel
markets and therefore the Group's sales during the 2021 financial
year.
At the end of the reporting period and following the equity
issue in late March, the Group had approximately GBP413m of
available liquidity, comprising cash of approximately GBP381m and
committed undrawn revolving credit facilities of GBP32m. At the
beginning of April, we announced that the Bank of England had
confirmed that SSP had secured access to the CCFF, under which
facility the Group is permitted to draw up to GBP300m. During
April, the Group also secured access to a number of additional
smaller liquidity lines, including government-backed facilities in
France, Spain and Switzerland, providing a further GBP37m. On a pro
forma basis, adjusting the Group's reported liquidity position at
the end of March to include the new facilities secured in early
April, Group cash and undrawn available facilities totalled
approximately GBP750m.
Based on a scenario where sales were to remain at current levels
until the end of the current financial year, the Directors
anticipate an overall net cash outflow for the second half year of
between GBP340m and GBP440m, including an immediate loss of
negative working capital of between GBP180m and GBP200m and an
EBITDA loss of between GBP120m and GBP190m, the final out-turn
depending on the Group's ability to manage the profit conversion on
the reduced sales. This would leave remaining cash and undrawn
facilities of between GBP310m and GBP410m by the end of the current
financial year, and a monthly operating cash utilisation of between
GBP25m and GBP30m by the final quarter at these very low levels of
sales.
Taking into account the previously-outlined level of cash and
available facilities, the Directors are therefore confident that
the Group has sufficient funds to allow it to operate throughout
even its most pessimistic scenario.
In order to provide the maximum financial flexibility for the
Group through this exceptionally challenging period, the Directors
are also pleased to confirm that the Group has secured an agreement
from SSP's lending group of banks and its US private placement note
holders to waive existing financial covenants ('existing
covenants'), testing both interest cover and leverage, for the next
two testing periods covering the twelve months to 30 September 2020
and 31 March 2021. They have agreed that these existing covenants
will be replaced between now and 30 September 2021 by two new
covenants ('new covenants'), each tested monthly, with the first of
these based on the Group demonstrating a minimum level of liquidity
and the second based on the Group not exceeding a maximum level of
net debt. For the testing period ending 30 September 2021 both the
existing and new covenants will be relevant, with the Group
returning to the existing covenants thereafter. The Directors are
confident that the Group has sufficient headroom to stay within the
applicable new monthly thresholds for the new covenants even in the
most pessimistic scenario.
In adopting the going concern basis of preparation, the
Directors also took account of the fact that there is likely to be
continued disruption to travel markets during 2021, and as a
consequence it is difficult to predict with confidence the overall
impact of Covid-19 on the Group's profitability in the next
financial year at this stage. Given this level of uncertainty over
the duration and severity of any disruption, there are scenarios in
which the Group could breach its interest cover and leverage
covenants at the end of September 2021 when these tests are
reinstated. Following the Group's recent successful negotiations
with its lenders to obtain covenant waivers for the 30 September
2020 and 31 March 2021 testing periods, the Directors are confident
that the Group will be able to obtain such a waiver for the 30
September 2021 testing period should the need arise, or take
alternative mitigating action within this time frame of 16 months.
Nevertheless, the possibility of a covenant breach at the end of
September 2021 cannot be discounted, and as such represents a
material uncertainty that may cast significant doubt on the Group's
and the Company's ability to continue as a going concern.
After reviewing the most recent projections and the sensitivity
analysis and having carefully considered the material uncertainty
and the mitigating actions available, the Directors believe that it
is appropriate to prepare the financial statements on the going
concern basis.
1.3 New accounting standards adopted by the Group
A. IFRS 16 'Leases'
The Group adopted IFRS 16 'Leases' with effect from 1 October
2019 using the modified retrospective approach to transition. The
new standard requires that the Group's leased assets are recorded
as right-of-use assets together with their corresponding lease
liabilities. Adoption of the new standard has had a material impact
on the Group's interim financial statements, with right-of-use
assets of GBP1,441.4 million recognised on transition together with
lease liabilities of GBP1,435.2 million. As at 31 March 2020 the
right-of-use assets were GBP1,463.0m million and the lease
liabilities were GBP1,476.5 million.
The Group's lease portfolio consists of approximately 1,500
leases which are within the scope of IFRS 16, principally for
concession contracts, offices, warehouses, vehicles and equipment
for which the Group has been collating data for a number of years
in preparation for the new standard. This data has been used in
conjunction with a lease accounting tool implemented for the Group
to provide the accounting entries required under IFRS 16.
On transition, the lease liabilities have been measured at the
present value of the remaining lease payments, discounted using the
incremental borrowing rate on the date of transition. The
right-of-use assets have been measured at the carrying amounts that
would have been in place had the standard been applied since the
commencement of each lease, discounted using the incremental
borrowing rate at the date of transition. The weighted average
incremental borrowing rate applied to the Group's lease portfolio
on 1 October 2019 was 1.56%.
On transition the Group elected not to reassess whether a
contract is, or contains, a lease, instead relying on the
assessment already made in applying IAS 17 'Leases' and IFRIC 4
'Determining whether an Arrangement contains a Lease'. In addition,
the Group applied the following available practical expedients
permitted by the standard:
-- the exclusion of leases relating to low-value assets (less than GBP5,000 when new);
-- the exclusion of short-term leases, being those with a lease term of 12 months or less;
-- the use of hindsight in determining the lease term where the
contract contains options to extend or terminate the lease; and
-- reliance on its assessment of whether leases are onerous
immediately prior to the date of transition.
The impact of the adoption of IFRS 16 on the opening balance
sheet as at 1 October 2019 is shown in the table below:
As at Impact Restated
30 September of IFRS as at
2019 16 1 October
GBPm GBPm 2019
GBPm
Right-of-use assets - 1,441.4 1,441.4
Other receivables 118.4 (11.2) 107.2
Other payables (201.3) 1.2 (200.1)
Provisions (34.5) 3.8 (30.7)
Lease liabilities - (1,435.2) (1,435.2)
Under IFRS 16, the operating lease expense previously recorded
in operating costs has been replaced by a depreciation charge,
which is higher in the current period than the operating lease
expense recognised under IAS 17, the previous accounting standard
for leases, and a separate interest expense, recorded in finance
expense. This significantly impacts certain line items in the
Group's consolidated income statement and distorts comparisons with
prior periods because in accordance with the standard, as a result
of the Group transitioning to IFRS 16 using the modified
retrospective approach, prior periods have not been restated.
However, in order to provide a meaningful comparison with prior
periods, the Group's financial results for the six months ended 31
March 2020 have also been presented in accordance with IAS 17. The
results for the six months ended 31 March 2020 under IAS 17 are
referred to as 'Pro forma IAS 17'. Note 2 includes a Consolidated
income statement showing the results for the six months ended 31
March 2020 both as reported under IFRS 16 and on a pro forma IAS 17
basis together with growth rates versus the prior period on a
like-for-like basis under IAS 17.
A summary of the impact of the adoption of IFRS 16 on the
Group's underlying results for the six months ended 31 March 2020
compared to the pro forma IAS 17 results is shown in the table
below:
Pro forma IAS IFRS 16
17 Impact of IFRS H1 2020
H1 2020 16 GBPm
GBPm GBPm
Underlying(*) operating
profit / (loss) 1.3 (7.1) (5.8)
Underlying(*) loss before
tax (10.7) (21.7) (32.4)
Underlying(*) loss per
share (pence) (4.0) (3.5) (7.5)
(*) Stated on an underlying basis, which excludes the
amortisation of intangible assets arising on the acquisition of the
SSP business in 2006 of GBP0.9m and the additional non-cash
interest as a result of debt modifications arising on the adoption
of IFRS 9 of GBP1m.
There is no net cash flow impact arising from the adoption of
the new standard. As discussed in the going concern section above,
the Group's principal debt covenants, which are net debt to EBITDA
and interest cover, have been waived for 30 September 2020 and 31
March 2021 and replaced by new covenants based on minimum liquidity
and a maximum consolidated net debt level. These new covenants are
measured on a historical accounting standards basis and are
therefore unaffected by the adoption of IFRS 16. The Group does not
intend to alter its approach going forward as to whether assets
should be leased or bought.
From 1 October 2019, the Group's lease accounting policy is as
follows:
The Group recognises a right-of-use asset and a lease liability
at the lease commencement date. The right-of-use asset is initially
measured at cost, comprising the initial amount of the lease
liability plus any initial direct costs incurred and any lease
payments made at or before the lease commencement date, less any
lease incentives received. The right-of-use asset is subsequently
depreciated using the straight-line method from the commencement
date to the earlier of the end of the useful life of the asset or
the end of the lease term. The lease liability is initially
measured at the present value of the lease payments that are not
paid at the commencement date, discounted using the incremental
borrowing rate being the rate that the lessee would have to pay to
borrow the funds necessary to obtain an asset in a similar economic
environment with similar terms and conditions. The lease liability
is subsequently measured at amortised cost using the effective
interest method. It is re-measured when there is a change in future
lease payments arising from a change in an index or a rate or a
change in the Group's assessment of whether it will exercise an
extension or termination option. When the lease liability is
re-measured, a corresponding adjustment is made to the right-of-use
asset.
Judgements are involved in determining the lease term,
particularly because termination options are included in a number
of property leases across the Group to facilitate operational
flexibility. In determining the lease term, management considers
all facts and circumstances that create an economic incentive to
exercise a termination option. Termination options are only
included in the lease term if it is reasonably certain that the
lease will not be terminated. The assessment of the lease term is
reviewed if a significant event or a significant change in
circumstances occurs that is within the control of the Group.
Payments associated with short-term leases and leases of
low-value assets are recognised on a straight-line basis as an
expense in the income statement. Short-term leases are leases with
a lease term of 12 months or less. Low-value assets are assets with
a value of less than GBP5,000 when new, typically small items of IT
equipment, office equipment and office furniture.
B. Other standards
The following accounting standards and amendments have been
adopted by the Group in the current period:
-- IFRIC 23 'Uncertainty over income tax treatments'
-- Amendments to IFRS 9 'Prepayment features with negative compensation'
-- Amendments to IAS 28 'Long term interests in associates and joint ventures'
-- Amendments to IAS 19 'Plan amendment, curtailment or settlement'
-- Annual improvements to IFRS standards 2015-2017 cycle
Adoptions of these new IFRS standards have had no material
impact on the consolidated interim financial statements.
1.4 New accounting standards not yet adopted by the Group
The following amendments have been issued by the IASB but had
either not been adopted by the European Union or were not yet
effective in the European Union at 31 March 2020. The Group is
currently analysing the impact these standards would have on its
consolidated results and financial position.
-- Amendments to references to the conceptual framework in IFRS standards
-- Amendments to IFRS 3 'Definition of a business'
-- Amendments to IAS 1 and IAS 8 'Definition of material'
-- Amendments to IFRS 9, IAS 39 and IFRS 7 'Interest rate benchmark reform'
2 Pro forma consolidated income statement
As referred to in Note 1, the Group adopted IFRS 16 'Leases' on
1 October 2019 using the modified retrospective approach to
transition. In accordance with the standard, prior periods have not
been restated and as a result comparisons with prior periods are
distorted. However, in order to provide a meaningful comparison
with prior periods which were accounted for under IAS 17 'Leases',
the table below shows the Group's underlying financial results for
the six months ended 31 March 2020 presented in accordance with IAS
17 under the heading 'Pro forma IAS 17':
Underlying Pro forma
IFRS 16 IAS 17 IAS 17 IAS 17
Six months Impact Six months Six months Year on
ended 31 of IFRS ended 31 ended 31 year
March 2020 16 March 2020 March 2019 change
Notes GBPm GBPm GBPm GBPm %
Revenue 3 1,214.6 - 1,214.6 1,261.6 -3.7%
Operating
costs 5 (1,220.4) 7.1 (1,213.3) (1,199.1) +1.2%
Operating
(loss) / profit (5.8) 7.1 1.3 62.5 -97.9%
Share of profit
of associates 0.2 0.2 0.4 2.1 -81.0%
Finance income 6 1.1 - 1.1 1.0 +10.0%
Finance expense 6 (27.9) 14.4 (13.5) (11.4) +18.4%
(Loss) / Profit
before tax (32.4) 21.7 (10.7) 54.2 -119.7%
Taxation 2.3 (1.5) 0.8 (12.0) -106.7%
(Loss) / Profit
for the period (30.1) 20.2 (9.9) 42.2 -123.5%
----------------------- --------- ------------ ------------- ---------
Equity holders
of the parent (33.5) 15.7 (17.8) 31.2 -157.1%
Non-controlling
interests 3.4 4.5 7.9 11.0 -28.2%
(Loss) / Profit
for the period (30.1) 20.2 (9.9) 42.2 -123.5%
----------------------- --------- ------------ ------------- ---------
- Basic 4 (7.5) (4.0) 6.7 -159.7%
- Diluted 4 (7.5) (4.0) 6.6 -160.6%
3 Segmental reporting
SSP operates in the food and beverage travel sector, mainly at
airports and railway stations.
Management monitors the performance and strategic priorities of
the business from a geographic perspective, and in this regard has
identified the following four key "reportable segments": the UK,
Continental Europe, North America and Rest of the World (RoW). The
UK includes operations in the United Kingdom and the Republic of
Ireland; Continental Europe includes operations in the Nordic
countries and in Western and Southern Europe; North America
includes operations in the United States and Canada; and RoW
includes operations in Eastern Europe, the Middle East, Asia
Pacific, India and South America. These segments comprise countries
which are at similar stages of development and demonstrate similar
economic characteristics.
The Group's management assesses the performance of the operating
segments based on revenue and underlying operating profit. Interest
income and expenditure are not allocated to segments, as they are
managed by a central treasury function, which oversees the debt and
liquidity position of the Group. The non-attributable segment
comprises costs associated with the Group's head office function
and depreciation of central assets.
UK Continental North RoW Non-attributable Total
Europe America
GBPm GBPm GBPm GBPm GBPm GBPm
Six months ended 31
March 2020 (IFRS 16)
------ ------------ --------- ------ ----------------- --------
Revenue 372.6 424.3 246.5 171.2 - 1,214.6
------ ------------ --------- ------ ----------------- --------
Underlying operating
profit / (loss) 23.1 (23.8) 7.4 6.3 (18.8) (5.8)
------ ------------ --------- ------ ----------------- --------
Adjustment (0.7) (0.2) - - - (0.9)
------ ------------ --------- ------ ----------------- --------
Operating profit /
(loss) 22.4 (24.0) 7.4 6.3 (18.8) (6.7)
------ ------------ --------- ------ ----------------- --------
Six months ended 31
March 2020 (Pro forma
IAS 17)
------ ------------ --------- ------ ----------------- --------
Revenue 372.6 424.3 246.5 171.2 - 1,214.6
------ ------------ --------- ------ ----------------- --------
Underlying operating
profit / (loss) 23.8 (20.1) 7.8 8.6 (18.8) 1.3
------ ------------ --------- ------ ----------------- --------
Adjustment (0.7) (0.2) - - - (0.9)
------ ------------ --------- ------ ----------------- --------
Operating profit /
(loss) 23.1 (20.3) 7.8 8.6 (18.8) 0.4
------ ------------ --------- ------ ----------------- --------
Six months ended 31
March 2019 (as reported
under IAS 17)
------ ------ ------ ------ ------- --------
Revenue 385.2 452.7 235.9 187.8 - 1,261.6
------ ------ ------ ------ ------- --------
Underlying operating
profit / (loss) 39.1 17.7 9.5 15.9 (19.7) 62.5
------ ------ ------ ------ ------- --------
Adjustment (0.7) (0.2) - - - (0.9)
------ ------ ------ ------ ------- --------
Operating profit /
(loss) 38.4 17.5 9.5 15.9 (19.7) 61.6
------ ------ ------ ------ ------- --------
The following amounts are included in underlying operating
profit or loss:
UK Continental North RoW Non-attributable Total
Europe America
GBPm GBPm GBPm GBPm GBPm GBPm
Six months ended 31
March 2020 (IFRS 16)
------- ------------ --------- ------- ----------------- --------
Depreciation and amortisation* (40.1) (85.8) (37.1) (37.1) (3.2) (203.3)
------- ------------ --------- ------- ----------------- --------
Six months ended 31
March 2020 (Pro forma
IAS 17)
------- ------------ --------- ------- ----------------- --------
Depreciation and amortisation* (7.1) (19.9) (16.2) (8.5) (3.2) (54.9)
------- ------------ --------- ------- ----------------- --------
Six months ended 31
March 2019 (as previously
reported under IAS
17)
------- ------------ --------- ------- ----------------- --------
Depreciation and amortisation* (7.4) (17.9) (15.3) (9.0) (3.2) (52.8)
------- ------------ --------- ------- ----------------- --------
* Excludes amortisation of acquisition related intangible
asset
A reconciliation of underlying operating profit or loss to
profit or loss before and after tax is provided as follows:
Six months ended Six months ended
31 March 2020 31 March 2019
Six months
ended 31 March
2020 (IFRS (Pro forma IAS
16) 17) (IAS 17)
GBPm GBPm GBPm
Underlying operating
(loss) / profit (5.8) 1.3 62.5
Adjustments to operating
costs (note 5) (0.9) (0.9) (0.9)
Share of profit from
associates 0.2 0.4 2.1
Finance income 1.1 1.1 1.0
Finance expense (27.9) (13.5) (11.4)
Adjustments to finance
expense (note 6) (1.0) (1.0) (1.9)
---------------- ----------------- -----------------
(Loss) / profit before
tax (34.3) (12.6) 51.4
Taxation 1.6 0.1 (12.1)
---------------- ----------------- -----------------
(Loss) / profit after
tax (32.7) (12.5) 39.3
---------------- ----------------- -----------------
4 Earnings / (loss) per share
Basic earnings / (loss) per share is calculated by dividing the
result for the period attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the
period. Diluted earnings / (loss) per share is calculated by
dividing the result for the period attributable to ordinary
shareholders by the weighted average number of ordinary shares
outstanding during the period adjusted by potentially dilutive
outstanding share options.
Underlying earnings / (loss) per share is calculated the same
way except that the result for the period attributable to ordinary
shareholders is adjusted for specific items as detailed below:
IFRS 16 Pro forma IAS 17
Six months IAS 17 Six months
ended Six months ended 31
31 March 2020 ended 31 March March 2019
2020
GBPm GBPm GBPm
(Loss) / Profit attributable
to ordinary shareholders (36.1) (20.4) 28.3
Adjustments:
Amortisation of acquisition-related
intangibles 0.9 0.9 0.9
Net revaluation and discount
unwind of the TFS financial
liability (note 6) - - 1.9
Interest expense from amend
and extend of borrowings
under IFRS 9 1.0 1.0 -
Tax effect of adjustments 0.7 0.7 0.1
--------------- ---------------- ------------
Underlying (loss) / profit
attributable to ordinary
shareholders (33.5) (17.8) 31.2
--------------- ---------------- ------------
Basic weighted average
number of shares 448,922,547 448,922,547 466,385,491
Dilutive potential ordinary
shares - - 4,356,506
--------------- ---------------- ------------
Diluted weighted average
number of shares 448,922,547 448,922,547 470,741,997
--------------- ---------------- ------------
Earnings / (loss) per share
(p):
- Basic (8.0) (4.5) 6.1
- Diluted (8.0) (4.5) 6.0
Underlying earnings / (loss)
per share (p):
- Basic (7.5) (4.0) 6.7
- Diluted (7.5) (4.0) 6.6
The number of ordinary shares in issue as at 31 March 2020 was
533,856,044 which excludes treasury shares (31 March 2019:
467,021,646). The Company also holds 263,499 ordinary shares in
treasury.
It must be noted that potential ordinary shares can only be
treated as dilutive when their conversion to ordinary shares would
decrease earnings per share or increase loss per share. As the
Group has recognised a loss for the period, none of the potential
ordinary shares are considered to be dilutive.
5 Operating costs
IFRS 16 Pro forma IAS 17
Six months IAS 17 Six months
ended Six months ended 31 March
31 March 2020 ended 31 March 2019
2020
GBPm GBPm GBPm
Cost of food and materials:
Cost of inventories consumed in the period (358.4) (358.4) (369.4)
Labour cost:
Employee remuneration (387.8) (387.8) (385.1)
Overheads:
Depreciation of property, plant and equipment (51.8) (51.8) (48.7)
Depreciation of right-of-use assets (148.4) - -
Amortisation of intangible assets - software (3.1) (3.1) (4.1)
Amortisation of acquisition-related intangible assets (0.9) (0.9) (0.9)
Rentals payable under operating leases (112.9) (254.2) (248.6)
Other overheads (158.0) (158.0) (143.2)
(1,221.3) (1,214.2) (1,200.0)
--------------- ---------------- ----------------
6 Finance income and expense
IFRS 16 Pro forma IAS 17
Six months IAS 17 Six months
ended 31 March Six months ended 31
2020 ended 31 March March 2019
2020
GBPm GBPm GBPm
Finance income
Interest income 1.1 1.1 1.0
Total finance income 1.1 1.1 1.0
---------------- ---------------- ------------
Finance expense
Total interest expense on financial liabilities measured at
amortised cost (10.6) (10.6) (7.2)
Lease interest expense (14.4) - -
Net change in fair value of cash flow hedges utilised in the period (0.6) (0.6) (2.2)
Unwind of discount on provisions (0.3) (0.3) (0.3)
Net interest expense on defined benefit pension obligations (0.1) (0.1) -
Net foreign exchange losses (0.2) (0.2) (0.7)
Net revaluation and discount unwind of TFS financial liability - - (1.9)
Other (2.7) (2.7) (1.0)
---------------- ---------------- ------------
Total finance expense (28.9) (14.5) (13.3)
---------------- ---------------- ------------
Adjustments to finance expense
The adjustments to finance expense in the period to 31 March
2020 includes additional expense arising as a result of changes to
the effective interest rate following the adoption of IFRS 9.
Six months ended 31 March 2020 Six months ended 31 March 2019
Unwind of discount on obligation to acquire
additional share of subsidiary undertaking - (0.3)
Foreign exchange loss on revaluation of obligation
to acquire additional share of subsidiary
undertaking - (1.6)
Additional interest expense on amend and extend of (1.0) -
borrowings under IFRS 9
------------------------------- -------------------------------
Total adjustments to finance expense (1.0) (1.9)
------------------------------- -------------------------------
7 Cash flow from operations
IFRS 16 Pro forma
Six months IAS 17 IAS 17
ended 31 Six months Six months
March 2020 ended 31 ended 31
March 2020 March 2019
GBPm GBPm GBPm
(Loss) / profit for the period (32.7) (12.5) 39.3
Adjustments for:
Depreciation 200.2 51.8 48.7
Amortisation 4.0 4.0 5.0
Share-based payments 2.9 2.9 4.7
Finance income (1.1) (1.1) (1.0)
Finance expense 28.9 14.5 13.3
Share of profit of associates (0.2) (0.4) (2.1)
Taxation (1.6) (0.1) 12.1
------------ ------------ -------------
200.4 59.1 120.0
Decrease / (increase) in trade
and other receivables 20.3 19.5 (5.8)
Decrease / (increase) in inventories 3.9 3.9 (0.8)
(Decrease) in trade and other
payables including provisions (67.2) (68.5) (37.4)
Cash flow from operations 157.4 14.0 76.0
------------ ------------ -------------
8 Dividends
Six months ended 31 March 2020 Six months ended 31 March 2019
GBPm GBPm
Final dividend for year ended 30 September 2019 of
6.0p per share has been approved but not
paid during the period (2019: 5.4p per share) (26.8) (25.2)
(26.8) (25.2)
------------------------------- -------------------------------
No interim dividend for H1 2020 is proposed (H1 2019: 5.8 pence
per share totalling GBP25.8m).
9 Right-of-use assets
Six months
ended 31 March
2020
GBPm
Beginning of the period -
Right-of-use assets on transition 1,441.4
Acquisitions 22.7
Additions 160.5
Depreciation charge in the period (148.4)
Re-measurement adjustments 3.7
Currency translation (16.9)
----------------
End of the period 1,463.0
----------------
10 Lease liabilities
Six months
ended
31 March 2020
GBPm
Beginning of the period -
Lease liabilities on transition (1,435.2)
Acquisitions (22.7)
Additions (160.5)
Interest charge in the period (14.4)
Payment of lease liabilities 143.4
Re-measurement adjustments (3.6)
Currency translation 16.5
End of the period (1,476.5)
Of which are:
Current lease liabilities (308.0)
Non-current lease liabilities (1,168.5)
-----------------------
End of the period (1,476.5)
-----------------------
11 Business combinations and purchase of non-controlling interest
Business combinations
The Group purchased 100% of the share capital of two companies
and the trade and assets comprising part of the business of two
other companies in the current year for a total consideration, net
of cash and cash equivalents acquired, of GBP22.0m.
A summary of the details of these acquisitions is shown in the
table below:
Business / Company Acquisition Sector Country Acquisition date
method
Land's End Pasty Trade and Rail UK 1 October 2019
assets
-------------- ------- ---------- -----------------
Red Rock's F&B business Trade and Air Australia 23 December 2019
in Melbourne Airport assets
-------------- ------- ---------- -----------------
WA Airport Hospitality Share capital Air Australia 23 January 2020
Pty Ltd
-------------- ------- ---------- -----------------
Station Food GmbH Share capital Rail Germany 29 February 2020
-------------- ------- ---------- -----------------
Details of the total provisional goodwill and fair value of net
assets acquired are as follows:
6 months to 31 March 2020 GBPm
Cash consideration 23.1
-----
Less: cash and cash equivalents
acquired 1.1
-----
Total consideration, net of cash
and cash equivalents acquired 22.0
-----
Provisional fair value of net
assets acquired 9.1
-----
Goodwill on acquisition 12.9
-----
Goodwill represents the synergies, workforce knowledge and
experience and other benefits expected as a result of these
acquisitions. Only the goodwill from the acquisition of Station
Food is expected to be deductible for tax purposes.
6 months to 31 March 2020 GBPm
Property, plant and equipment 9.8
------
Current assets (excluding cash
and cash equivalents) 0.6
------
( 1.3
Current liabilities )
------
Provisional fair value of net
assets acquired 9.1
------
The provisional fair values of assets and liabilities arising
from acquisitions, which are shown above, will be finalised in the
Annual Report & Accounts for 2020.
These acquisitions contributed GBP2.8m to revenue and nil to
operating profit from the dates of acquisition to 31 March 2020. If
the acquisitions had occurred at the beginning of the year, its
contribution to revenue and operating loss would have been GBP12.3m
and GBP0.3m respectively.
Purchase of non-controlling interest
Prior to 6 February 2020 the Group held a 50% interest in Rail
Gourmet Togservice Norge AS (RGT). On 6 February 2020, the Group
purchased the 50% interest in RGT it did not own, taking its
ownership to 100%. The consideration paid for the additional 50%
interest was NOK60m, equivalent to GBP4.9m.
12 Fair value measurement
Certain of the Group's financial instruments are held at fair
value.
The fair values of financial instruments held at fair value have
been determined based on available market information at the
balance sheet date, and the valuation methodologies detailed
below:
- the fair values of the Group's borrowings are calculated based
on the present value of future principal and interest cash flows,
discounted at the market rate of interest at the balance sheet
date; and
- the derivative financial liabilities relate to interest rate
swaps. The fair values of interest rate swaps have been determined
using relevant yield curves and exchange rates as at the balance
sheet date.
Carrying value and fair values of certain financial
instruments
The following table shows the carrying value of financial assets
and financial liabilities. It does not include information for
financial assets and financial liabilities not measured at fair
value if the carrying value is a reasonable approximation of fair
value.
Carrying value
31 March 30 September
2020 2019
GBPm GBPm
Financial instruments measured at fair value:
Non-current
Derivative financial liabilities (4.7) (4.6)
Financial instruments not measured at fair value:
Non-current
Long term borrowings (690.0) (587.9)
Current
Cash and cash equivalents 380.8 233.3
Short term borrowings (148.5) (128.8)
Financial assets and liabilities in the Group's consolidated
balance sheet are either held at fair value, or their carrying
value approximates to fair value, with the exception of loans,
which are held at amortised cost. The fair value of total
borrowings estimated using market prices at 31 March 2020 is
GBP848.5m (30 September 2019: GBP728.3m).
All of the financial assets and liabilities measured at fair
value are classified as level 2 using the fair value hierarchy
whereby inputs, which are used in the valuation of these financial
assets, and liabilities and have a significant effect on the fair
value, are observable either directly or indirectly. There were no
transfers during the period.
13 Equity issue
On 25 March 2020, the Company announced that it had raised new
equity by agreeing to allot and issue 86,195,459 new ordinary
shares (of nominal value 1 17/200 pence each) to investors at
GBP2.50 per share, by way of a share placing. Due to the size of
the transaction, and the short time-frame required as part of the
Company's response to the Covid-19 pandemic, the placing was
effected by the Company's placing agent subscribing for shares in a
subsidiary of the Company for an amount broadly equal to the
proceeds of the placing, and then transferring those shares to the
Company in exchange for the allotment of the Company's new shares
to investors. The Company raised gross proceeds of GBP215.5m and
incurred issue costs and other related fees of GBP7.6m (of which
GBP7.1m had been paid by 31 March 2020 and GBP0.5m had been
accrued).
The excess of the gross proceeds raised over the nominal value
of the shares issued, and the issue costs and other related fees
incurred from the placing, are both recorded in the merger relief
reserve, in accordance with Section 612 of the Companies Act
2006.
Concurrent to the placing, certain directors of the Company and
members of the senior management team of the Group subscribed in
cash at GBP2.50 per share for an aggregate 304,000 new ordinary
shares (of nominal value of 1 17/200 pence each), raising
additional proceeds of GBP0.8m. The excess of the proceeds raised
over the nominal value of the shares issued is recorded in share
premium, in accordance with section 610 of the Companies Act
2006.
14 Post balance sheet events
Funding facilities
SSP Group plc, acting through its wholly owned subsidiary SSP
Financing Limited, has secured access to the Covid Corporate
Financing Facility established by HM Treasury and the Bank of
England with a pre-approved limit of GBP300m. On 1 April 2020, SSP
Financing Limited made a drawdown of GBP50m of funding under the
scheme.
During April and May 2020, wholly owned subsidiaries of SSP
Group plc also secured access to a number of additional smaller
liquidity lines. These are summarised as follows:
Country Counterparty Facility size Duration
France BNP Two facilities 6 years
of EUR12,500,000
each
------------------- ------------------ --------------------
Spain BBVA EUR10,000,000 1 year, extendable
------------------- ------------------ --------------------
Spain Bankia EUR9,000,000 1 years, extendable
for 3 years
------------------- ------------------ --------------------
Switzerland Zurcher Kantolbank CHF 500,000 5 years
------------------- ------------------ --------------------
Switzerland Zurcher Kantolbank CHF 4,390,687 5 years
------------------- ------------------ --------------------
The first and second French facilities were fully drawn on 10
April and 14 April respectively. The Spanish Bankia facility and
the initial Swiss facility (CHF 500,000) were fully drawn on 22
April and 5 May respectively. EUR2m was drawn from the Spanish BBVA
facility on 6 May. The second Swiss facility of CHF 4,390,687 was
entered into in May 2020 and is as yet undrawn.
Covenants
In addition, SSP Financing Limited secured an agreement from its
lending group of banks and US private placement note holders to
waive existing financial covenants for the next two testing periods
covering the twelve months to 30 September 2020 and 31 March 2021.
It has been agreed that these covenants tests will be replaced
between now and 30 September 2021 by two new covenant tests, each
tested monthly, with the first of these based on SSP demonstrating
a minimum level of liquidity and the second based on the Group not
exceeding a maximum level of net debt. For the testing period
ending 30 September 2021, both the existing and new covenants will
be relevant, with the Group returning to the existing covenants
thereafter.
15 Related parties
Related party relationships exist with the Group's subsidiaries,
associates, key management personnel, pension schemes and employee
benefit trusts. A full explanation of the Group's related party
relationships is provided on page 117 of the Annual Report and
Accounts 2019.
There are no material transactions with related parties or
changes in the related party transactions described in the last
annual report that have had, or are expected to have, a material
effect on the financial performance or position of the Group in the
six months to 31 March 2020.
16 Forward looking statement
This announcement contains forward-looking statements. These
forward-looking statements include all matters that are not
historical facts. Statements containing the words "believe",
"expect", "intend", "may", "estimate", "anticipate"; "will";
"plans", "aims", "projects"; "may"; "would"; "could"; "should" or,
in each case, their negative and words of similar meaning are
forward-looking. Forward-looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; and (ii) business and management strategies and
the expansion and growth of the Company's operations. By their
nature, forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions because they relate to events that may or
may not occur in the future. We caution you that forward-looking
statements are not guarantees of future performance and that the
Group's actual financial condition, performance, results of
operations and cash flows, and the development of the industry in
which we operate, may differ materially from those made in or
suggested by the forward-looking statements contained in this
document or other disclosures made by us or on the Group's behalf,
including as a result of the macroeconomic and other impacts of
Covid-19, economic and business cycles, the terms and conditions of
the Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries.
In addition, even if the Group's financial condition, results of
operations and cash flows, and the development of the industry in
which we operate are consistent with the forward-looking statements
in this announcement, those results or developments may not be
indicative of results or developments in subsequent periods. The
forward-looking statements contained in this announcement speak
only as of the date of this announcement. Except where required to
do so under applicable law or regulatory obligations, the Company
and its Directors expressly disclaim any undertaking or obligation
to update or publicly revise any forward looking statements whether
as a result of new information, future events or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR KKBBBCBKDKAK
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