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

(END) Dow Jones Newswires

June 03, 2020 02:00 ET (06:00 GMT)

Grafico Azioni Ssp (LSE:SSPG)
Storico
Da Mar 2024 a Apr 2024 Clicca qui per i Grafici di Ssp
Grafico Azioni Ssp (LSE:SSPG)
Storico
Da Apr 2023 a Apr 2024 Clicca qui per i Grafici di Ssp