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REG - Johnson Service Grp. - Preliminary Results

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RNS Number : 5932E  Johnson Service Group PLC  02 March 2020

 

2 March 2020

AIM: JSG

Johnson Service Group PLC

('JSG' or 'the Group')

 
 

Preliminary Results for the Year Ended 31 December 2019

 

"Strong financial performance from continued organic growth"

 

 

HIGHLIGHTS

 

                                         2019      2018       % Increase
 Adjusted results(1)
 Revenue                                 £350.6m   £321.1m   9.2%
 Adjusted operating profit(2)            £52.8m    £46.0m    14.8%
 Adjusted profit before taxation(2)      £48.2m    £42.5m    13.4%
 Adjusted diluted earnings per share(2)  10.5p     9.3p      12.9%
 Dividend                                3.5p      3.1p      12.9%
 Net debt (pre IFRS 16)                  £87.7m    £98.4m    -
 Net debt(2)                             £127.7m   £98.4m    -
 Statutory results
 Operating profit(2)                     £42.7m    £36.6m    16.7%
 Profit before taxation(2)               £38.1m    £33.1m    15.1%
 Diluted earnings per share(2)           8.3p      7.2p      15.3%

 

§ Consistent strong financial performance

- organic growth of 6.5%(3) together with benefits of recent acquisitions

- adjusted operating margin(2 ) increased to 15.1% (2018: 14.3%)

- strong cash generation

 

§ Full year dividend up by 12.9% to 3.5p (2018: 3.1p) reflecting confidence
in future prospects

 

§ Significant capital investment during the year to improve productivity and
increase processing capacity at a number of sites

 

§ Acquisition of HORECA linen business, Fresh Linen, on 30 November 2019
further expands  JSG's nationwide presence

 

§ New hotel linen site in Leeds on track for Q2 2020

 

Notes

1    Excluding amortisation of intangible assets (excluding software
amortisation) and exceptional items.

2    Figures for 2019 include the impact of adopting IFRS 16 (Leases),
which increased operating profit and adjusted operating profit by £1.1
million, reduced profit before taxation and adjusted profit before taxation by
£0.4 million and increased net debt by £40.0 million.  The Group has
applied the modified retrospective approach in adopting IFRS 16 and therefore
the comparative numbers for 2018 have not been restated.  Excluding the
impact of IFRS 16, adjusted operating profit increased by 12.4% and adjusted
profit before taxation increased by 14.4%.

3    Excluding revenue from acquisitions completed in 2019 and the full
year benefit of acquisitions completed in 2018.

 

Peter Egan, Chief Executive Officer of Johnson Service Group PLC, the UK's
leading textile services provider, commented:

 

"We have continued to deliver strong organic growth complemented by the impact
of our recent acquisitions. The combination of these has yielded another solid
financial year with impressive growth in Group revenues, operating profit and
earnings per share.

 

The Group's trading performance since the year end has been in line with
management expectations.

 

We are looking forward to the opening of our new Leeds site which will bring
further capacity on stream and are continuing to plan for investment in our
other sites, to increase capacity even further.

 

We anticipate that the Group will deliver organic growth across both
divisions, whilst continuing to focus on customer satisfaction and investment
to optimise operational efficiencies. This, alongside our proven track record
in identifying earnings enhancing acquisitions, gives us confidence for the
future success of the Group."

 

 

 

 

 

SELL-SIDE ANALYSTS MEETING

The Company will present to sell-side analysts at 9.30am today at Investec, 30
Gresham Street, London EC2V 7QP.  A copy of the presentation will be
available on the Company's website (www.jsg.com (http://www.jsg.com) )
following the meeting.

 

 

ENQUIRIES

 Johnson Service Group PLC(www.jsg.com (http://www.jsg.com) )
 Peter Egan, CEO
 Yvonne Monaghan, CFO
 Tel: 020 3757 4992 (on the day)
 Tel: 01928 704 600 (thereafter)

 Investec Investment Banking (NOMAD)                            Camarco (Financial PR)
 David Flin                                                     Ginny Pulbrook
 Carlton Nelson                                                 Ben Woodford
 Virginia Bull                                                  Oliver Head
 Tel: 020 7597 4000                                             Tel: 020 3757 4992

 

 

 

 

Note

Throughout this statement 'adjusted operating profit' refers to continuing
operating profit before amortisation of intangible assets (excluding software
amortisation) and exceptional items.  'Adjusted profit before taxation'
refers to adjusted operating profit less total finance cost.  'Adjusted
EBITDA' refers to adjusted operating profit for the relevant period plus the
depreciation charge for property, plant and equipment and software
amortisation. 'Adjusted EPS' refers to EPS calculated based on adjusted profit
after taxation. The Board considers that 'adjusted operating profit',
'adjusted profit before taxation', 'adjusted EBITDA' and 'adjusted EPS', which
all exclude the effects of non-recurring items or non-operating events,
provide useful information for Shareholders on underlying trends and
performance.

 

OPERATIONAL AND FINANCIAL REVIEW

 

Financial Results

Total revenue for the year to 31 December 2019 increased by 9.2% to £350.6
million (2018: £321.1 million).  This reflects the Group's continuing strong
organic growth performance of 6.5%, the benefit from the acquisition of Fresh
Linen in November 2019 together with the purchase of a number of contracts in
January 2019 and July 2019, as well as the full year benefit of acquisitions
completed in 2018.

 

Adjusted operating profit increased by 14.8% to £52.8 million (2018: £46.0
million) and reflects the revenue growth, production efficiency improvements
and a modest benefit of £1.1 million following the adoption of IFRS 16.

 

The total finance cost was £4.6 million (2018: £3.5 million).  Whilst
underlying borrowing costs have reduced slightly and notional interest reduced
by £0.2 million, the implementation of IFRS 16 resulted in an additional cost
of £1.5 million in respect of recognised lease liabilities.

 

Adjusted profit before taxation increased by 13.4% to £48.2 million (2018:
£42.5 million) and was slightly adversely impacted by a net cost of £0.4
million from the adoption of IFRS 16.

 

Statutory profit before taxation, after amortisation of intangible assets
(excluding software amortisation) of £10.1 million (2018: £8.8 million) and
exceptional items of £nil (2018: £0.6 million), increased by 15.1% to £38.1
million (2018: £33.1 million).

 

Adjusted diluted earnings per share increased by 12.9% to 10.5 pence (2018:
9.3 pence).  Diluted earnings per share, after amortisation of intangible
assets and exceptional items, increased by 15.3% to 8.3 pence (2018: 7.2
pence).

 

Dividend

We are pleased to recommend an increased final dividend of 2.35 pence per
share (2018: 2.1 pence), which reflects the Group's strong performance and the
Board's confidence in the future prospects of the business.  Together with
the interim dividend, this takes the total dividend for the year to 3.5 pence
per share (2018: 3.1 pence), an increase of 12.9% year-on-year.

 

The proposed final dividend, if approved by Shareholders, will be paid on 7
May 2020 to Shareholders on the register at close of business on 14 April
2020. The ex-dividend date is 9 April 2020.

 

Finances

Total net debt (excluding the impact of IFRS 16) at the year-end stood at
£87.7 million (31 December 2018: £98.4 million).  The Group's strong
trading performance and cash generation helped to offset the impact of both
the acquisitions we made in the year and our significant investment in plant
and equipment across the business together with new rental stock to support
growth. The Group's net debt to adjusted EBITDA leverage ratio (excluding the
impact of IFRS 16) was 1.3:1 at the end of December 2019 (2018: 1.6:1). After
including the impact of IFRS 16, net debt at December 2019 was £127.7
million.

 

The Group remains well funded. A revolving credit facility of £135.0 million
runs to August 2023.  This facility is considerably in excess of the
anticipated level of borrowings with comfortable headroom on all bank
covenants for the foreseeable future.

 

Interest payable on bank borrowings is based upon LIBOR plus a margin which is
linked to gearing levels.  The applicable margin during 2019 was an average
of 1.625% and will be 1.5% for at least the first quarter of 2020. We have
mitigated our exposure to future increases in LIBOR rates through the use of
interest rate hedging, details of which are given in note 14 of this
statement.

 

 

 

 

Post-Employment Benefits

The recorded net deficit after taxation for all post-employment benefit
obligations increased to £6.1 million at 31 December 2019 from £3.8 million
at 31 December 2018. The increase reflects the net impact of a reduction in
the discount rate and in the assumed inflation rate (RPI) offset by higher
than assumed asset returns and the payment of the deficit contribution.

 

Asset allocation remains under constant review with the Trustee. Changes
continue to be made to more appropriately match assets and the resultant cash
flows against the remaining scheme liabilities and the timing of benefit
payments. The interest rate and inflation risks to the Scheme have been
reduced to a more acceptable level through LDI funds, with a current effective
hedge target of 75%. This remains under regular review.

 

The current agreement with the Trustee of the defined benefit pension scheme
required deficit recovery payments of £1.9 million in the year to December
2019 and this is expected to continue at least until after the actuarial
valuation as at 30 September 2019 is finalised during 2020.

 

OPERATIONAL REVIEW

 

Our Businesses

The Group has reported another year of substantial organic growth.  Both the
Workwear and HORECA (Hotel, Restaurant and Catering) divisions have delivered
high levels of new business wins and maintained consistently high levels of
customer satisfaction scores which in turn contributed to very high retention
levels.  The acquisition of Fresh Linen, a linen plant based in
Clacton-on-Sea, was a welcome addition to our coverage for high volume linen
in the South East.

 

We have continued to invest in a number of our plants to further improve
production efficiencies and to increase capacity to support the organic sales
growth being achieved.

 

Our Group now comprises of textile services businesses that trade through a
number of very well recognised brands, servicing the UK's Workwear and HORECA
sectors. Currently the 'Johnsons Workwear' brand operates in the workwear
market and, within HORECA, 'Stalbridge', 'South West' and 'London Linen'
provide premium linen services to the restaurant, hospitality and corporate
events market and 'Bourne', 'Afonwen', 'PLS' and 'Fresh' provide high volume
hotel linen services.

 

As previously indicated, the rollout of the new Group wide corporate brand
which links together the various local brands and extends national brand
recognition is underway. This is expected to take up to three years to fully
implement and the associated modest cost will not have a material impact on
the reported earnings or cash flow of the Group over that period.

 

Strong new sales and business retention helped deliver revenue growth of 9.2%
to £350.6 million (2018: £321.1 million). This increase includes an
additional eight months of trading from South West Laundry, acquired in August
2018, one month of trading from Fresh, acquired on 30 November 2019, and
additional revenue from a small number of hospitality contracts acquired in
January and July 2019. Our underlying organic growth was 6.5% (2018: 7.8%).

 

Adjusted operating profit from our Textile Rental businesses increased by
£6.8 million to £57.5 million (2018: £50.7 million), an increase of 13.4%,
with the operating margin improving slightly to 16.4% (2018: 15.8%). This
includes a benefit of £1.1 million from the implementation of IFRS 16, in the
absence of which the margin would have been 16.1%.

 

Workwear Division

Now operating as Johnsons Workwear, we provide workwear rental and laundry
services to some 36,000 customers in the UK from small local businesses to the
largest companies covering food related and other industrial sectors.

 

The total revenue for the Workwear division was £135.3 million (2018: £128.8
million), an increase of 5.0%. Adjusted operating profit increased by 7.5% to
£24.4 million (2018: £22.7 million) with an improved margin of 18.0% (2018:
17.6%). This includes a modest benefit of £0.4 million from the
implementation of IFRS 16.

 

Trading for 2019 was strong, with revenue increasing 5% year on year and
volumes exceeding 1.7 million items per week.  Revenue was supported by
strong new sales, with particular focus on 'new to rental' customers which
accounted for 17.6% of new business won. Retention levels remained high at 95%
as did the sale of additional products to existing customers. Sales and
retention success have been complemented by excellent customer service
provided at a local plant level, where the annual customer satisfaction survey
results gave a high score of 86% satisfaction, in line with last year.

 

Rebranding has provided the opportunity to refresh all signage at our workwear
premises, introduce a new colour format for vehicles from white to blue and
create a bespoke new uniform for all employees.

 

The business continues to focus on efficiency, achieving this by continuous
improvement of our processes and investment. Birmingham benefited from the
installation of new folding equipment and conveyor systems for its high care
area, improving its folding capacity by 20%. Perth, Bristol and Manchester
also all received new folding equipment to increase capacity. The Aberdeen
depot was relocated to a new, significantly larger, location towards the end
of the year, underpinning the opportunity for volume growth in the North of
Scotland. Our Basingstoke site has been expanded with the addition of an
11,000 square foot unit adjacent to the current building which will provide
increased office space and significant additional processing capacity of 40%.
This unit will be fitted with the latest automated sortation system in order
to maximise processing efficiencies and is expected to be operational during
the second quarter of 2020.

 

On 25 January 2020 a fire occurred at our site in Exeter resulting in
significant damage and preventing its use for processing.  Our Operational
team immediately mobilised our business continuity plans and has worked to
ensure that the service to our customers has been maintained.  The processing
of garments for our Exeter customers is currently being undertaken by nearby
workwear sites and a temporary depot established in Exeter. We are working
closely with our insurers in relation to the insurance claim and to agree
plans for the future of our Exeter site. The incident is not expected to have
an impact on the trading performance of the business.

 

Our Academy continues to provide development opportunities for our employees.
Our Learning Development Department is providing a wide range of blended
training opportunities for employees at all levels throughout our business,
including apprenticeship schemes.  The training and development of our
employees was recognised by the Princess Royal Training Award, presented by
Her Royal Highness Princess Anne at St. James's Palace in October.  The
expertise within our business has been strengthened with the internal
promotion and appointment of subject matter experts who have built strong
relationships throughout the business.  In September an Employee Engagement
Survey was undertaken, achieving an excellent response rate and an 82% result
for employee engagement.  Results have provided five key areas for focus and
various initiatives have been agreed for roll out during 2020.

 

The business has been nominated for two awards of the Institute of Customer
Service - "Best Use of Customer Insight" and "Quality Service Provider".

 

Our Product Development Team successfully and proactively continues to manage
our product range through our on-line dynamic catalogue, ensuring that our
sales and service teams are aligned with our customers' requirements and are
keeping pace with fabric and garment innovation. The business continues to
focus on expanding the range of stocked garments for all customer sectors.

 

HORECA Division

The total revenue for the HORECA division was up 12.0% to £215.3 million
(2018: £192.3 million).  This increase includes contributions from
additional months of trading from acquisitions completed in 2018 and 2019. New
business sales were strong, contributing to underlying organic growth of 7.4%.

 

Adjusted operating profit increased to £33.1 million (2018: £28.0 million)
with an operating margin of 15.4% (2018: 14.6%). This includes a benefit of
£0.7 million from the implementation of IFRS 16.

 

Our Hotel, Restaurant and Catering brands, 'Stalbridge', 'South West Laundry'
and 'London Linen' delivered strong organic growth during 2019. The expanded
sales and marketing function, which is now in place across the three brands,
is bringing benefits of additional sales lead generation, better database use
and increased brand awareness.  Websites have been upgraded and refreshed and
we continue with search engine optimisation (SEO) activity, web chat and
social media as means to support the more traditional methods of sales
generation, such as the launch of the new London Linen sales brochure. Service
levels have remained high and our customer survey results improved
encouragingly during the year, especially the scores in relation to service
response and actions.

 

We now have ten processing sites across the three brands and have continued to
move customers between sites to deliver more locally where possible. We have
further consolidated our customer distribution in the West Country through
South West Laundry and have moved work from plants where capacity is at a
premium into Wrexham and Southall as we are realising the benefits of previous
investment, improvement and expansion of those sites.

 

Further investments have been made in replacement ironing equipment across the
estate to increase efficiency, maintain or improve quality and reduce energy
use.  A water recycling plant, able to return a significant percentage of our
used water, is about to go on trial in our Shaftesbury location and we have
reduced the weight of the clear wrap (which is recyclable) used to protect our
finished linen and work wear. We are presently trialling an electric vehicle,
for London deliveries, out of our Southall location.

 

Our operation in Grantham was expanded by installing a soiled bag system and
increasing the size of the despatch and packing areas to accommodate sales
growth and a significant amount of business acquired in the first quarter of
2019, which has been integrated successfully. The main Southall factory has
added a new despatch area to accommodate extra capacity and better deal with
the weekly work fluctuations caused by the London restaurant market,
especially during peak season. A number of restaurant contracts were acquired
in July and the work was integrated smoothly and successfully during the
second half of 2019.

 

On 28 February 2020 we completed the purchase of a number of contracts which
will be transferred into our Shaftesbury site, adding annualised revenue of
£1.6 million. We expect that some 25 employees of the vendor will join us in
Shaftesbury.

 

2019 marked another successful year in the ongoing development of our high
volume linen business, 'Johnsons Hotel Linen', which has been created from the
amalgamation of several leading family businesses across the UK including the
'Afonwen', 'Bourne' and 'PLS' brands. The acquisition of Fresh Linen in
November further expands our geographic coverage in the South East.

 

Despite ever increasing record volumes across the business, service levels
have continued to increase with outstanding levels of customer satisfaction
and very high retention rates throughout the year. We have continued to work
hard to ensure a real focus on delivering accurately the right quantity of
linen, with the right quality, in full, on time and with no surprises for our
customers. In any high volume linen service the accuracy of deliveries is key
and we have achieved real progress in significantly reducing any missed or
short deliveries. This has been achieved through strong operational focus on
purchasing the right linen to meet customer demand whilst carefully managing
linen investment to those areas most needed as well as improved purchasing
processes throughout the business.

 

The construction of the building for our £10.0 million new operational
facility in Leeds was completed on time and to budget with the construction
developer. We were very pleased by the quality of the final build on handover.
The tender of equipment and fit out progressed well and resulted in the award
of a multi-million pound laundry equipment and fit out contract to three
contractors all of whom have worked on similar projects on other Hotel Linen
sites in the past and therefore have proven track records in successfully
delivering projects of this size and scale.

 

Volumes during the year broadly held up and were maintained despite some
periods of softness around points of Brexit uncertainty but these were more
than offset by additional new business and improved efficiencies delivered
across the business. Our national accounts and sales teams continued to
perform well and ensure high retention rates.

 

We continue to win a significant amount of organic growth sales from both
current and new customers.  We were particularly delighted to win a major
prestigious new customer account, in conjunction with our sister business,
Johnsons Stalbridge, The Gleneagles Hotel, an iconic country estate and
resort hotel in Scotland for our Edinburgh site towards the end of the year.
We also continued to gain from a series of new build and bolt-on acquisitions
within our customer base as the hotel market continues to consolidate and add
new rooms.

 

Rebranding has gathered pace towards the end of the year with the formal
launch of our new brand, including rolling out our highly visible washing line
livery across our commercial fleet at all sites which will become increasingly
prevalent across the business in 2020.

 

We were also delighted when we received confirmation at the end of the year of
our highest ever customer satisfaction scores, benchmarked externally, in
recognition of the strong focus on service delivery and customer satisfaction
during the year. We have also continued to invest in people and processes with
employees from several sites undertaking customer service NVQ qualifications.
Work has commenced on developing our new IT solution which will be rolled out
during 2020 to provide a unified IT platform enabling further enhancements to
our customer experience.

 

On 30 November 2019 we acquired Fresh Linen Holdings Limited, based in
Clacton-on-Sea, with a distribution depot in Rainham, London. Fresh Linen is a
leading laundry in the Essex and London markets, an area significantly
underrepresented by Johnsons Hotel Linen. The business specialises in
supplying hotels in the corporate 4 star and budget sectors as well as being
the leading supplier of gym club towel facilities to leading brands in that
market. This helps us to diversify our customer base and benefit from offering
a service to a new segment in the market where we had limited previous
experience. The integration of that business continues to progress well and to
plan. As anticipated at the time of the acquisition we have just announced
plans to refit the wash-house and finishing line with modern and highly
efficient equipment at an estimated cost of £3.0 million. This will increase
both the efficiency of the site as well as adding further capacity to service
customers in the South East.  We are delighted to welcome Fresh Linen's
employees to the Johnsons family of businesses.

 

We also successfully tendered for and retained our largest customer, Premier
Inn, in recognition of our strong ongoing relationship, strength of geographic
coverage and understanding of their needs.

 

Overall, 2019 has proved to be a significant year in the ongoing development
of Johnsons Hotel Linen, despite some capacity constraints which are being
addressed through the opening in Q2 2020 of our new Leeds production facility.
We continue to be pleased by the overall strong operational and financial
performance of the business. It is a testament to the quality of the
businesses that we have acquired over the last six years that we are
increasingly seen as the market leader in our core markets.

 

System Development

During the year we completed the installation of the new finance system in our
Workwear, Stalbridge and Hotel Linen businesses.  Work has started on the
installation of a new laundry management system with the first of our Hotel
Linen plants expected to be live in the second quarter of 2020. Subsequent
Hotel Linen plants will be rolled out over the next twelve months. Work is
also underway on a new laundry management system for Workwear, which is
expected to be rolled out in 2021.

 

Employees

Our employees across the business have ensured that we continue to provide
market leading customer service.  The Board would like to thank them for
their significant contribution to the continuing success of the Group.

 

Board Changes

Following the successful transition of Peter Egan into the role of CEO, a
process has commenced to identify a new Chairman to take over from Bill
Shannon when he steps down from the Board. A further announcement will be made
at the appropriate time.

Macroeconomic Influences

The potential impact from Brexit and the continuing uncertainty around the
post Brexit arrangements are not yet clear.  We will continue to review the
mitigating actions we have in place as the Brexit process evolves and will
implement any appropriate actions.

 

Whilst we have not as yet seen any impact on trading from the Covid-19 virus,
we will continue to monitor the situation over the coming weeks. We will seek
to mitigate the risk of impact that the virus may have on our employees,
customers and supply chain.

 

Outlook

The Group's performance since the year end has been in line with management
expectations.

 

We are looking forward to the opening of our new Leeds site which will bring
further capacity on stream. In the short term, and as anticipated, this
additional site may have a small adverse impact on the HORECA margin in 2020
as we build throughput of the site to reach the optimum level.

 

We are continuing to plan for investment in our other sites, particularly
where capacity is under pressure.  This investment to provide capacity for
further organic growth, together with identifying further prospective
acquisitions, will ensure the future success of the Group.

 

 

By order of the Board

 

 

 

Peter
Egan
Yvonne Monaghan

Chief Executive Officer
Chief Financial Officer

2 March
2020
2 March 2020

 

 

 

CONSOlidated Income Statement

                                                                                                     Year ended        Year ended

                                                                                                     31 December       31 December

                                                                                                     2019              2018
                                                                                          Note       £m                £m

                     Revenue                                                              2          350.6             321.1

                     Operating profit                                                     2          42.7              36.6

                     Operating profit before amortisation of intangible assets            2          52.8              46.0

                     (excluding software amortisation) and exceptional items

                     Amortisation of intangible assets (excluding software amortisation)             (10.1)            (8.8)

                     Exceptional items                                                    3
                       - Costs in relation to business acquisition activity                           -                 (0.6)
                     Operating profit                                                     2          42.7              36.6

                     Finance cost                                                         4          (4.6)             (3.5)

                     Profit before taxation                                                          38.1              33.1

                     Taxation charge                                                      6          (7.2)             (6.3)

                     Profit for the year attributable to equity holders                              30.9              26.8

                     Earnings per share                                                   7
                     Basic earnings per share                                                        8.4p              7.3p

                     Diluted earnings per share                                                      8.3p              7.2p

 Adjusted basic earnings per share                                                             10.6p          9.4p

 Adjusted diluted earnings per share                                                           10.5p          9.3p

 

 

 

Consolidated Statement of COMPREHENSIVE Income

 

                                                                                                                 Year ended      Year ended

                                                                                                                 31 December     31 December

                                                                                                                 2019            2018

                                                                                                                 £m              £m

 Profit for the year                                                                                             30.9            26.8

 Items that will not be subsequently reclassified to profit or loss
 Re-measurement and experience (losses) / gains on post-employment benefit                                       (4.5)           5.7
 obligations
 Taxation in respect of re-measurement and experience losses / (gains)                                           0.7             (1.1)
 Items that may be subsequently reclassified to profit or loss
 Cash flow hedges (net of taxation) - fair value losses                                                          (0.2)           (0.3)
                                                                                                                 0.1             (0.4)
 - transfers to administrative expenses
                                                                                                                 0.2             0.2
 - transfers to finance cost
 TOTAL OTHER COMPREHENSIVE (LOSS) / INCOME FOR THE YEAR                                                          (3.7)           4.1
 TOTAL COMPREHENSIVE INCOME FOR THE YEAR                                                                         27.2            30.9

 

 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

 

                                                                                                                     Share                                          Share     Merger Reserve  Capital Redemption Reserve  Hedge Reserve  Retained Earnings  Total

                                                                                                                     Capital                                        Premium                                                                                 Equity
                                                                                                                     £m                                             £m        £m              £m                          £m             £m                 £m

 Balance at 31 December 2017                                                                                         36.6                                           15.2      1.6             0.6                         (0.1)          113.7              167.6

 Change in accounting                                                                                                -                                              -         -               -                           -              1.0                1.0

 standard

 Restated balance at 1 January 2018                                                                                                36.6                             15.2      1.6             0.6                         (0.1)          114.7              168.6

 Profit for the year                                                                                                 -                                              -         -               -                           -              26.8               26.8
 Other comprehensive income                                                                                                                            -            -         -               -                           (0.5)          4.6                4.1
 Total comprehensive income for the year                                                                                                                        -   -         -               -                           (0.5)          31.4               30.9

 Share options                                                                                                       -                                              -         -               -                           -              0.8                0.8

 (value of employee services)
 Deferred tax on share options                                                                                       -                                              -         -               -                           -              0.1                0.1
 Issue of share capital                                                                                              0.2                                            0.5       -               -                           -              -                  0.7
 Dividend paid                                                                                                       -                                              -         -               -                           -              (10.7)             (10.7)
 Transactions with Shareholders recognised directly in Shareholders' equity                                          0.2                                            0.5       -               -                           -              (9.8)              (9.1)

 Balance at 31 December 2018                                                                                         36.8                                           15.7      1.6             0.6                         (0.6)          136.3              190.4

 Change in accounting                                                        -                                                                                      -         -               -                           -              0.2                0.2

 standard (note 22)

 Restated balance at 1 January 2019                                                                                                36.8                             15.7      1.6             0.6                         (0.6)          136.5              190.6

 Profit for the year                                                         -                                                                                      -         -               -                           -              30.9               30.9
 Other comprehensive income / (loss)                                                                                                          -                     -         -               -                           0.1            (3.8)              (3.7)
 Total comprehensive income for the year                                                                                                                        -   -         -               -                           0.1            27.1               27.2

 Share options                                                               -                                                                                      -         -               -                           -              0.8                0.8

 (value of employee services)
 Purchase of own shares by EBT                                               -                                                                                      -         -               -                           -              (0.2)              (0.2)
 Current tax on share options                                                -                                                                                      -         -               -                           -              0.3                0.3
 Deferred tax on share options                                               -                                                                                      -         -               -                           -              0.2                0.2
 Issue of share capital                                                      0.2                                                                                    0.4       -               -                           -              -                  0.6
 Dividend paid                                                               -                                                                                      -         -               -                           -              (12.0)             (12.0)
 Transactions with Shareholders recognised directly in Shareholders' equity  0.2                                                                                    0.4       -               -                           -              (10.9)             (10.3)

 Balance at 31 December 2019                                                 37.0                                                                                   16.1      1.6             0.6                         (0.5)          152.7              207.5

 

The Group has an Employee Benefit Trust (EBT) to administer share plans and to
acquire shares, using funds contributed by the Group, to meet commitments to
employee share schemes.  At 31 December 2019 the EBT held 12,468 shares
(2018: 16,526).

 

Consolidated Balance Sheet

 

                                                                                                                                                                                                                                                                                                          As at             As at

                                                                                                                                                                                                                                                                                                          31 December       31 December

                                                                                                                                                                                                                                                                                                          2019              2018
                                                                                                                                                                                                                                                                                                     Note          £m       £m
                                                                                                                                                   Note
 NON-CURRENT ASSETS
 Goodwill                                                                                                                                                                                                                                                                                                 130.5             128.1
 Intangible assets                                                                                                                                 10                                                                                                                                                     36.7              39.3
 Property, plant and equipment                                                                                                                     11                                                                                                                                                     104.0             96.0
 Right of use assets                                                                                                                               12                                                                                                                                                     39.0              -
 Textile rental items                                                                                                                              13                                                                                                                                                     56.8              56.4
 Trade and other receivables                                                                                                                                                                                                                                                                              0.7               0.7
 Deferred income tax assets                                                                                                                                                                                                                                                                               2.6               1.8
                                                                                                                                                                                                                                                                                                          370.3             322.3

 CURRENT ASSETS
 Inventories                                                                                                                                                                                                                                                                                              2.3               2.8
 Trade and other receivables                                                                                                                                                                                                                                                                              54.5              52.1

 Cash and cash equivalents                                                                                                                                                                                                                                                                                8.3               7.1
                                                                                                                                                                                                                                                                                                          65.1              62.0

 CURRENT LIABILITIES
 Trade and other payables                                                                                                                                                                                                                                                                                 69.2              64.8

 Current income tax liabilities                                                                                                                                                                                                                                                                           4.5               5.1
 Borrowings                                                                                                                                        14                                                                                                                                                     10.9              14.5

 Lease liabilities                                                                                                                                 15                                                                                                                                                     5.6               -
 Provisions                                                                                                                                                                                                                                                                                               1.4               1.5

                                                                                                                                                                                                                                                                                                          91.6              85.9

 NON-CURRENT LIABILITIES

 Post-employment benefit obligations                                                                                                               9                                                                                                                                                      7.3               4.6
 Deferred income tax liabilities                                                                                                                                                                                                                                                                          6.8               7.6
 Trade and other payables                                                                                                                                                                                                                                                                                 0.5               2.3
 Borrowings                                                                                                                                        14                                                                                                                                                     84.7              91.0
 Lease liabilities                                                                                                                                 15                                                                                                                                                     34.8              -
 Derivative financial liabilities                                                                                                                                                                                                                                                                                  0.5      0.7
 Provisions                                                                                                                                                                                                                                                                                                        1.7      1.8
                                                                                                                                                                                                                                                                                                                   136.3    108.0
 NET ASSETS                                                                                                                                                                                                                                                                                                        207.5    190.4

 CAPITAL AND RESERVES ATTRIBUTABLE TO THE COMPANY'S SHAREHOLDERS
 Share                                                                                                                                                                                                                                                                                               13            37.0     36.8
 capital

 18

                                                                                                                                                                                                                                                                                                                            15.

 Share premium                                                                                                                                                                                                                                                                                                     16.1     15.7
 Merger reserve                                                                                                                                                                                                                                                                                                    1.6      1.6
 Capital redemption reserve                                                                                                                                                                                                                                                                                        0.6      0.6

 Hedge reserve                                                                                                                                                                                                                                                                                                     (0.5)    (0.6)

                                                                                                                                                                                                                                                                                                                   .        .
 Retained earnings                                                                                                                                                                                                                                                                                                 152.7    136.3
 TOTAL SHAREHOLDERS' EQUITY                                                                                                                                                                                                                                                                                        207.5    190.4

 

The notes on pages 13 to 30 form an integral part of these condensed
consolidated financial statements.  The condensed consolidated financial
statements on pages 9 to 30 were approved by the Board of Directors on 2 March
2020 and signed on its behalf by:

 

 

 

 

Yvonne Monaghan

Chief Financial Officer

 

 Consolidated Statement OF Cash Flows

                                                                                                                                                                        Year ended    Year ended

                                                                                                                                                                        31 December   31 December

                                                                                                                                                                        2019          2018
                                                                                                                                                                  Note  £m            £m
 CASH FLOWS FROM OPERATING ACTIVITIES
 Profit for the year                                                                                                                                                    30.9          26.8
 Adjustments for:
     Taxation charge                                                                                                                                              6     7.2           6.3
     Total finance cost                                                                                                                                           4     4.6           3.5
     Depreciation                                                                                                                                                       66.1          55.3
     Amortisation                                                                                                                                                 10    10.2          8.9
     Decrease in inventories                                                                                                                                            0.6           0.1
     Increase in trade and other receivables                                                                                                                            (0.5)         (2.8)
     Increase / (decrease) in trade and other payables                                                                                                                  2.2           (3.2)
     Costs in relation to business acquisition activity                                                                                                                 -             0.6
     Deficit recovery payments in respect of post-employment benefit                                                                                                    (1.9)         (1.9)
 obligations
     Share-based payments                                                                                                                                               0.8           0.8
     Post-employment benefit obligations                                                                                                                                -             (0.1)
     Decrease in provisions                                                                                                                                             (0.2)         (0.5)
 Cash generated from operations                                                                                                                                         120.0         93.8
 Interest paid                                                                                                                                                          (4.6)         (3.5)
 Taxation paid                                                                                                                                                          (9.3)         (7.8)
 Net cash generated from operating activities                                                                                                                           106.1         82.5

 CASH FLOWS FROM INVESTING ACTIVITIES
 Acquisition of businesses (net of cash and overdrafts acquired)                                                                                                  19    (8.5)         (14.0)
 Purchase of other intangible assets                                                                                                                                    (2.3)         -
 Purchase of property, plant and equipment                                                                                                                              (18.8)        (17.5)
 Purchase of software                                                                                                                                                   (1.2)         (0.6)
 Proceeds from sale of property, plant and equipment                                                                                                                    0.3           0.2
 Purchase of textile rental items                                                                                                                                       (48.2)        (48.9)
 Proceeds received in respect of special charges                                                                                                                        2.3           2.2
 Net cash used in investing activities                                                                                                                                  (76.4)        (78.6)

 CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from borrowings                                                                                                                                               88.0          86.0
 Repayment of borrowings                                                                                                                                                (91.1)        (77.0)
 Capital element of leases (2018: Capital element of finance leases)                                                                                                    (13.2)        (3.9)
 Purchase of own shares by EBT                                                                                                                                          (0.2)         -
 Proceeds from issue of Ordinary shares                                                                                                                                 0.6           0.7
 Dividend paid                                                                                                                                                          (12.0)        (10.7)
 Net cash used in financing activities                                                                                                                                  (27.9)        (4.9)

 Net increase / (decrease) in cash and cash equivalents                                                                                                                 1.8           (1.0)
 Cash and cash equivalents at beginning of the year                                                                                                                     (4.7)         (3.7)
 Cash and cash equivalents at end of the year                                                                                                                     16    (2.9)         (4.7)

 Cash and cash equivalents comprise:
 Cash                                                                                                                                                                   8.3           7.1
 Overdraft                                                                                                                                                              (11.2)        (11.8)
 Cash and cash equivalents at end of year                                                                                                                         16    (2.9)         (4.7)

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT

 

1              BASIS OF PREPARATION & FORWARD LOOKING
STATEMENTS

 

Basis of Preparation

The financial information contained within this Preliminary Announcement has
been prepared on a going concern basis in accordance with International
Financial Reporting Standards as adopted by the European Union (IFRS), IFRS
Interpretations Committee (IFRS IC) interpretations and the Companies Act 2006
applicable to companies reporting under IFRS.

 

Other than as set out in note 22, the financial information has been prepared
using accounting policies consistent with those set out in the 2018 Annual
Report.

 

The financial information set out within this Preliminary Announcement does
not constitute the Company's statutory accounts for the years ended 31
December 2019 or 31 December 2018 within the meaning of Section 434 of the
Companies Act 2006, but is derived from those accounts.

 

Statutory accounts for 2018 have been delivered to the Registrar of Companies,
and those for 2019 will be delivered as soon as practicable but not later than
30 April 2020.  The auditor has reported on those accounts; the reports were
unqualified and did not contain a statement under Section 498(2) or (3) of the
Companies Act 2006.

 

Going Concern

The Group currently meets its day-to-day working capital requirements through
committed bank facilities which run to at least 9 August 2023.  Current
economic conditions continue to create uncertainty, particularly over the
level of demand for the Group's services.  The Group's latest forecasts and
projections, taking account of reasonably possible changes in trading
performance, show that there is not a substantial doubt that the Group should
be able to operate within the level of its current facilities for a period of
at least 12 months from the date of these condensed consolidated financial
statements.

 

As a consequence, and having reassessed the principal risks and uncertainties,
the Directors considered it appropriate to adopt the going concern basis of
accounting in preparing the condensed consolidated financial statements.

 

Forward Looking Statements

Certain statements in these condensed consolidated financial statements
constitute forward-looking statements.  Any statement in this document that
is not a statement of historical fact including, without limitation, those
regarding the Group's future expectations, operations, financial performance,
financial condition and business is a forward-looking statement.  Such
forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially.  These risks and uncertainties
include, among other factors, changing economic, financial, business or other
market conditions.  These and other factors could adversely affect the
outcome and financial effects of the plans and events described in these
condensed consolidated financial statements.  As a result you are cautioned
not to place reliance on such forward-looking statements.  Nothing in this
document should be construed as a profit forecast.

 

 

2              SEGMENT ANALYSIS

 

Segment information is presented based on the Group's management and internal
reporting structure as at 31 December 2019.

 

The chief operating decision-maker has been identified as the Board of
Directors (the Board).  The Board reviews the Group's internal reporting in
order to assess performance and allocate resources.  The Board determines the
operating segments based on these reports and on the internal reporting
structure.

 

For reporting purposes, the Board considered the aggregation criteria set out
within IFRS 8, 'Operating Segments', which allows for two or more operating
segments to be combined as a single reporting segment if:

1)     aggregation provides financial statement users with information
that allows them to evaluate the business and the environment in which it
operates; and

2)     they have similar economic characteristics (e.g. similar long-term
average gross margins would be expected) and are similar in each of the
following respects:

§  the nature of the products and services;

§  the nature of the production processes;

§  the type or class of customer for their products and services;

§  the methods used to distribute their products or provide their services;
and

§  the nature of the regulatory environment (i.e. banking, insurance or
public utilities), if applicable.

 

The Board deem it appropriate to present two reporting segments (in addition
to 'Discontinued Operations' and 'All Other Segments'), being:

1)     Workwear: comprising of our Workwear business only; and

2)     Hotel, Restaurants and Catering ('HORECA'): comprising of our
Stalbridge, London Linen, Hotel Linen and Fresh Linen businesses, each of
which are a separate operating segment.

 

The Board's rationale for aggregating the Stalbridge, London Linen, Hotel
Linen and Fresh Linen operating segments into a single reporting segment is
set out below:

§ the gross margins of each operating segment are within a similar range,
with the long-term average margin expected to further align;

§ the nature of the customers, products and production processes of each
operating segment are very similar;

§ the nature of the regulatory environment is the same due to the similar
nature of products, processes and customers involved; and

§ distribution is via exactly the same method across each operating segment.

 

The Board assesses the performance of the reporting segments based on a
measure of operating profit, both including and excluding the effects of
non-recurring items from the reporting segments, such as restructuring costs
and impairments when the impairment is the result of an isolated,
non-recurring or non-operating event.  Interest income and expenditure are
not included in the result for each reporting segment that is reviewed by the
Board.  Segment results include items directly attributable to a segment as
well as those that can be allocated on a reasonable basis, for example rental
income received by Johnson Group

 

 

2              SEGMENT ANALYSIS (continued)

 

Properties PLC (the property holding company of the Group) is credited back,
where appropriate, to the paying company for the purpose of segmental
reporting.  There have been no changes in measurement methods used compared
to the prior year.

 

Other information provided to the Board is measured in a manner consistent
with that in the financial statements.  Segment assets exclude deferred
income tax assets, derivative financial assets and cash and cash equivalents,
all of which are managed on a central basis.  Segment liabilities include
lease liabilities but exclude current income tax liabilities, bank borrowings,
derivative financial liabilities, post-employment benefit obligations and
deferred income tax liabilities, all of which are managed on a central
basis.  These balances are part of the reconciliation to total assets and
liabilities.

 

Exceptional items have been included within the appropriate reporting segment
as shown on pages 15 to 16.

 

 Workwear

 Supply and laundering of workwear garments and protective wear.   §  Workwear

 HORECA

 Linen services for the hotel, restaurant and catering sector.

                                                                   §  Stalbridge

                                                                   §  London Linen

                                                                   §  Hotel Linen

                                                                   §  Fresh Linen

 All Other Segments

 Comprising of central and Group costs.

 

 

 

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

2          SEGMENT ANALYSIS continued

 Year ended 31 December 2019                                                                                                     Workwear           All Other Segments  Total

                                                                                                                                           HORECA

                                                                                                                                 £m        £m       £m                  £m

 Revenue
 Rendering of services                                                                                                           131.3     215.0    -                   346.3
 Sale of goods                                                                                                                   4.0       0.3      -                   4.3
 Total revenue                                                                                                                   135.3     215.3    -                   350.6

 RESULT
 Operating profit / (loss) before amortisation of intangible assets (excluding                                                   24.4      33.1     (4.7)               52.8
 software amortisation) and exceptional items
 Amortisation of intangible assets (excluding software amortisation)                                                             (0.5)     (9.6)    -                   (10.1)
 Exceptional items:
   - Costs in relation to business acquisition activity                                                                          -         -        -                   -
 Operating profit / (loss)                                                                                                       23.9      23.5     (4.7)               42.7
 Total finance cost                                                                                                                                                     (4.6)
 Profit before taxation                                                                                                                                                 38.1
 Taxation                                                                                                                                                               (7.2)
 Profit for the year attributable to equity holders                                                                                                                     30.9

 

 

                                                                                       Discontinued Operations  Workwear                              All Other Segments  Total

                                                                                                                          HORECA
                                                                                       £m                       £m                    £m              £m                  £m
 BALANCE SHEET INFORMATION
 Segment assets                                                                        -                        139.3     284.0                       1.2                 424.5
 Unallocated assets:    Deferred income tax assets                                                                                                                        2.6
                                    Cash and                                                                                                                              8.3
 cash equivalents
 Total assets                                                                                                                                                             435.4

 Segment liabilities                                                                   (3.5)                    (39.3)    (65.6)                      (4.8)               (113.2)
 Unallocated liabilities:  Current income tax liabilities                                                                                                                 (4.5)
                                      Bank                                                                                                                                (95.6)
 borrowings
                                                                                                                                                                          (0.5)
 Derivative financial liabilities
                                                                                                                                                                          (7.3)
 Post-employment benefit obligations
                                                                                                                                                                          (6.8)
 Deferred income tax liabilities
 Total liabilities                                                                                                                                                        (227.9)

 OTHER INFORMATION
 Non-current asset additions
 - Property, plant and equipment                                                       -                        5.6       13.9                        -                   19.5
 - Right of use asset                                                                  -                        1.7       4.8                         -                   6.5
 - Textile rental items                                                                -                        20.5      25.6                        -                   46.1
 - Intangible software                                                                 -                        1.3       -                           -                   1.3
 Depreciation and amortisation expense
 - Property, plant and equipment                                                       -                        4.6       9.3                         -                   13.9
 - Right of use asset                                                                  -                        2.2       4.9                         -                   7.1
 - Textile rental items                                                                -                        17.9      27.2                        -                   45.1
 - Intangible software                                                                 -                        0.1       -                           -                   0.1
 - Customer contracts                                                                  -                        0.5       9.6                         -                   10.1

 

The results, assets and liabilities of all segments arise in the Group's
country of domicile, being the United Kingdom.

 

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

2          SEGMENT ANALYSIS continued

 Year ended 31 December 2018                                                                                                                        All Other Segments  Total

                                                                                                                                Workwear   HORECA
                                                                                                                                £m                  £m                  £m

                                                                                                                                           £m

 Revenue
 Rendering of services                                                                                                          124.2      192.0    -                   316.2
 Sale of goods                                                                                                                  4.6        0.3      -                   4.9
 Total revenue                                                                                                                  128.8      192.3    -                   321.1

 RESULT
 Operating profit / (loss) before amortisation of intangible assets (excluding                                                  22.7       28.0     (4.7)               46.0
 software amortisation) and exceptional items
 Amortisation of intangible assets (excluding software amortisation)                                                            (0.5)      (8.3)    -                   (8.8)
 Exceptional items:
   - Costs in relation to business acquisition activity                                                                         -          (0.6)    -                   (0.6)
 Operating profit / (loss)                                                                                                      22.2       19.1     (4.7)               36.6
 Total finance cost                                                                                                                                                     (3.5)
 Profit before taxation                                                                                                                                                 33.1
 Taxation                                                                                                                                                               (6.3)
 Profit for the year attributable to equity holders                                                                                                                     26.8

 

 

                                                                                            Discontinued Operations     Workwear                  All Other Segments      Total

                                                                                                                                      HORECA
                                                                                            £m                          £m            £m          £m                      £m
 BALANCE SHEET INFORMATION
 Segment assets                                                                             -                           121.9         252.0       1.5                     375.4
 Unallocated assets:     Deferred income tax assets                                                                                                                       1.8
                                     Cash                                                                                                                                 7.1
 and cash equivalents
 Total assets                                                                                                                                                             384.3

 Segment liabilities                                                                        (3.9)                       (29.2)        (41.0)      (3.7)                   (77.8)
 Unallocated liabilities:  Current income tax liabilities                                                                                                                 (5.1)
                                      Bank                                                                                                                                (98.1)
 borrowings
                                                                                                                                                                          (0.7)
 Derivative financial liabilities
                                                                                                                                                                          (4.6)
 Post-employment benefit obligations
                                                                                                                                                                          (7.6)
 Deferred income tax liabilities
 Total liabilities                                                                                                                                                        (193.9)

 OTHER INFORMATION
 Non-current asset additions
 - Property, plant and equipment                                                       -                  5.0                  11.4         -                 16.4
 - Textile rental items                                                                -                  21.7                 27.4         -                 49.1
 - Intangible software                                                                 -                  0.7                  -            -                 0.7
 Depreciation and amortisation expense
 - Property, plant and equipment                                                       -                  4.8                  8.7          -                 13.5
 - Textile rental items                                                                -                  16.5                 25.3         -                 41.8
 - Intangible software                                                                 -                  -                    0.1          -                 0.1
 - Customer contracts                                                                  -                  0.5                  8.3          -                 8.8

 

The results, assets and liabilities of all segments arise in the Group's
country of domicile, being the United Kingdom.

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

3          EXCEPTIONAL ITEMS

                                                     2019  2018
                                                     £m    £m

 Costs in relation to business acquisition activity  -     0.6
 Total exceptional items                             -     0.6

 

Current year exceptional items

Costs in relation to business acquisition activity

During the year, professional fees of £0.1 million were paid relating to the
acquisition of Fresh Linen Holdings Limited, together with its trading
subsidiary Fresh Linen Limited ('Fresh Linen').  Further information relating
to the acquisition is provided in note 19.  This has been offset by £0.1
million of prior year credits relating to previous acquisitions.

 

Prior year exceptional items

Costs in relation to business acquisition activity

During the prior year, professional fees of £0.2 million were paid relating
to the acquisition of South West Laundry Holdings Limited, together with its
trading subsidiary South West Laundry Limited ('South West').  In addition,
costs of £0.3 million were incurred as part of the integration of recent
acquisitions.  The remainder of the cost relates to fees and expenses
incurred during negotiations with undisclosed targets.

 

 

 

4          TOTAL FINANCE COST

                                                                 2019  2018
                                                                 £m    £m

 Finance cost:
 - Interest payable on bank loans and overdrafts                 2.4   2.6
 - Amortisation of bank facility fees                            0.3   0.3
 - Finance costs on lease liabilities relating to IAS 17         -     0.3
 - Finance costs on lease liabilities relating to IFRS 16        1.8   -
 - Notional interest on post-employment benefit obligations      0.1   0.3
 Total finance cost                                              4.6   3.5

 

 

 

5          ADJUSTED PROFIT BEFORE AND AFTER TAXATION

                                                                          2019    2018

                                                                          £m      £m

 Profit before taxation                                                   38.1    33.1
 Amortisation of intangible assets (excluding software amortisation)      10.1    8.8
 Costs in relation to business acquisition activity                       -       0.6
 Adjusted profit before taxation                                          48.2    42.5
 Taxation thereon                                                         (9.1)   (8.0)
 Adjusted profit after taxation                                           39.1    34.5

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

6           TAXATION CHARGE

                                                                          2019   2018
                                                                          £m     £m

 Current tax
 UK corporation tax charge for the year                                   9.4    9.5
 Adjustment in relation to previous years                                 (0.5)  (0.5)
 Current tax charge for the year                                          8.9    9.0

 Deferred tax
 Origination and reversal of temporary differences                        (1.7)  (2.6)
 Changes in tax rate                                                      (0.2)  (0.2)
 Adjustment in relation to previous years                                 0.2    0.1
 Deferred tax credit for the year                                         (1.7)  (2.7)
 Total charge for taxation included in the Consolidated Income Statement  7.2    6.3

 

The taxation charge for the year is the same as (2018: the same as) the
effective rate of Corporation Tax in the UK of 19.00% (2018: 19.00%).  A
reconciliation is provided below:

                                                                                2019    2018
                                                                                £m      £m

 Profit before taxation                                                         38.1    33.1
 Profit before taxation multiplied by the effective rate of Corporation Tax in  7.2     6.3
 the UK

 Factors affecting taxation charge for the year:
 Tax effect of expenses not deductible for tax purposes                         0.5     0.6
 Changes in tax rate                                                            (0.2)   (0.2)
 Adjustments in relation to previous years                                      (0.3)   (0.4)
 Total charge for taxation included in the Consolidated Income Statement        7.2     6.3

 

Taxation in relation to amortisation of intangible assets (excluding software
amortisation) has reduced the charge for taxation on continuing operations by
£1.9 million (2018: £1.7 million reduction). There is no taxation in
relation to exceptional items in either year.

 

Changes to the UK corporation tax rates were announced on 8 July 2015.  These
changes were substantively enacted as part of Finance Bill 2015 on 26 October
2015 and included reductions to the main rate to 19% from 1 April 2017 and to
18% from 1 April 2020. A further change to reduce the rate from 1 April 2020
from 18% to 17% was announced on 16 March 2016.  This change was
substantively enacted as part of Finance Bill 2016 on 15 September 2016.

 

Deferred income taxes at the balance sheet date have been measured at 17.0%
(2018: 17.5%). The impact of the change in tax rates to 17.0% has been a £0.2
million credit (2018: £0.2 million credit) in the Consolidated Income
Statement and £nil (2018: £0.1 million charge) recognised within other
comprehensive income.

 

During the year, a £0.7 million credit relating to deferred taxation (2018:
£1.0 million charge) has been recognised in other comprehensive income.

 

During the year, a £0.3 million credit relating to current taxation (2018:
£nil) and a £0.2 million credit relating to deferred taxation (2018: £0.1
million credit) have been recognised directly in Shareholders' equity.

 

 

 

 

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

7          EARNINGS PER SHARE

                                                                                 2019           2018
                                                                                 £m             £m

 Profit for the financial year from continuing operations attributable to        30.9           26.8
 Shareholders
 Amortisation of intangible assets from continuing operations (net of taxation)  8.2            7.1
 Exceptional costs from continuing operations (net of taxation)                  -              0.6
 Adjusted profit attributable to Shareholders                                    39.1           34.5

 Weighted average number of Ordinary shares                                      369,145,562    366,547,752
 Dilutive potential Ordinary shares                                              2,710,583      3,053,927
 Diluted number of Ordinary shares                                               371,856,145    369,601,679

 Basic earnings per share                                                        8.4p           7.3p
 Adjustments for amortisation of intangible assets                               2.2p           1.9p
 Adjustment for exceptional items                                                -              0.2p
 Adjusted basic earnings per share                                               10.6p          9.4p

 Diluted earnings per share                                                      8.3p           7.2p
 Adjustments for amortisation of intangible assets                               2.2p           1.9p
 Adjustment for exceptional items                                                -              0.2p
 Adjusted diluted earnings per share                                             10.5p          9.3p

 

Basic earnings per share is calculated using the weighted average number of
Ordinary shares in issue during the year, excluding those held by the Employee
Benefit Trust, based on the profit for the year attributable to Shareholders.

 

Adjusted earnings per share figures are given to exclude the effects of
amortisation of intangible assets (excluding software amortisation) and
exceptional items, all net of taxation, and are considered to show the
underlying performance of the Group.

 

For diluted earnings per share, the weighted average number of Ordinary shares
in issue is adjusted to assume conversion of all potentially dilutive Ordinary
shares.  The Company has potentially dilutive Ordinary shares arising from
share options granted to employees. Options are dilutive under the SAYE
scheme, where the exercise price together with the future IFRS2 charge of the
option is less than the average market price of the Company's Ordinary shares
during the year. Options under the LTIP schemes, as defined by IFRS 2, are
contingently issuable shares and are therefore only included within the
calculation of diluted EPS if the performance conditions, as set out in the
Directors' Remuneration Report, are satisfied.

 

Potentially dilutive Ordinary shares are dilutive at the point, from a
continuing operations level, when their conversion to Ordinary shares would
decrease earnings per share or increase loss per share.  For the years ended
31 December 2019 and 31 December 2018, potentially dilutive Ordinary shares
have been treated as dilutive, as their inclusion in the diluted earnings per
share calculation decreases earnings per share from continuing operations.

 

There were no events occurring after the balance sheet date that would have
changed significantly the number of Ordinary shares or potentially dilutive
Ordinary shares outstanding at the balance sheet date if those transactions
had occurred before the end of the reporting period.

 

 

 

 

 

 

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

8              DIVIDENDS

                                         2019   2018
 Dividend per share
 Final dividend proposed                 2.35p  -
 Interim dividend proposed and paid      1.15p  1.00p
 Final dividend proposed and paid        -      2.10p

 

                                         2019  2018
                                         £m    £m
 Shareholders' funds committed
 Final dividend proposed                 8.7   -
 Interim dividend proposed and paid      4.3   3.7
 Final dividend proposed and paid        -     7.7

 

The Directors propose the payment of a final dividend in respect of the year
ended 31 December 2019 of 2.35 pence per share.  This will utilise
Shareholders' funds of £8.7 million and will be paid, subject to Shareholder
approval, on 7 May 2020 to Shareholders on the register of members on 14 April
2020.  The Trustee of the EBT has waived the entitlement to receive dividends
on the Ordinary shares held by the Trust.  In accordance with IAS 10 there is
no payable recognised at 31 December 2019 in respect of this proposed
dividend.

 

 

9              POST-EMPLOYMENT BENEFIT OBLIGATIONS

 

The Group has applied the requirements of IAS 19, 'Employee Benefits' (revised
June 2011) to its employee pension schemes and post-retirement healthcare
benefits.  The Group operates a defined benefit pension scheme, the Johnson
Group Defined Benefit Scheme ('JGDBS'). The JGDBS was closed to future accrual
on 31 December 2014.

 

As part of the Group's objective to reduce its overall pension deficit,
deficit recovery payments of £1.9 million (2018: £1.9 million) were paid to
the JGDBS.  A net re-measurement and experience loss of £4.5 million has
been recognised in the year to December 2019.

 

The gross post-employment benefit obligation and associated deferred income
tax asset thereon is shown below:

 

                                           2019   2018

                                           £m     £m

 Gross post-employment benefit obligation  7.3    4.6
 Deferred income tax asset thereon         (1.2)  (0.8)
 Net liability                             6.1    3.8

 

The reconciliation of the opening gross post-employment benefit obligation to
the closing gross post-employment benefit obligation is shown below:

                                                       2019   2018

                                                       £m     £m

 Opening gross post-employment benefit obligation      (4.6)  (12.0)
 Notional interest                                     (0.1)  (0.3)
 Deficit recovery payments                             1.9    1.9
 Utilisation of post-retirement healthcare obligation  -      0.1
 Re-measurement and experience (losses) / gains        (4.5)  5.7
 Closing gross post-employment benefit obligation      (7.3)  (4.6)

 

 

 

 

 

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

10            INTANGIBLE ASSETS

 

 

  Capitalised software

                         2019   2018
                         £m     £m

 Opening net book value  0.7    0.1
 Additions               1.3    0.7
 Amortisation            (0.1)  (0.1)
 Closing net book value  1.9    0.7

 

 

Other intangible assets

                                  2019    2018
                                  £m      £m

 Opening net book value           38.6    43.4
 Additions                        2.3     -
 Business combinations (note 19)  4.0     4.0
 Amortisation                     (10.1)  (8.8)
 Closing net book value           34.8    38.6

 

Other intangible assets comprise of customer contracts and relationships.
During the year to 31 December 2019, the Group acquired customer contracts
valued at £2.3 million.

 

 

11            PROPERTY, PLANT AND EQUIPMENT

 

 

 

                                                  2019     2018
                                                  £m       £m

 At 31 December 2018                              96.0     89.3
 Transfers to right of use assets (note 12)       (11.9)   -
 At 1 January 2019                                84.1     89.3
 Additions                                        19.5     16.4
 Business combinations (note 19)                   4.3     4.0
 Depreciation                                     (13.9)   (13.5)
 Disposals                                        (0.3)    (0.2)
 Transfers in from right of use assets (note 12)  10.3     -
 Closing net book value                           104.0    96.0

 

Following the adoption of IFRS 16, the transfer between property, plant and
equipment and right of use assets represents the reclassification of the net
book value of finance lease assets held at 1 January 2019 to right of use
assets, offset by the reclassification of the net book value of finance lease
assets back to property, plant and equipment where the lease expired in the
year to 31 December 2019 and the assets are now owned.

 

CAPITAL COMMITMENTS

 

Orders placed for future capital expenditure contracted but not provided for
in the financial statements are shown below:

 

                                2019   2018
                                £m     £m

 Software                       0.8    -
 Property, plant and equipment  10.3   5.2

 

 

 

 

 

 

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

 

12            RIGHT OF USE ASSETS

 

                                 2019

                                 £m

 Recognition of right of use assets                              36.1
 Transfers in from property, plant and equipment (note 11)       11.9
 Right of use assets recognised at 1 January 2019                48.0
 Additions                                                       6.5
 Business combinations (note 19)                                 0.7
 Reassessment / modification of leases previously recognised     1.2
 Depreciation                                                    (7.1)
 Transfers out to plant, property and equipment (note 11)        (10.3)
 Closing net book value                                          39.0

 

The reassessment / modification of leases relates to rent increases and
extensions to lease terms that have been agreed during the year to 31 December
2019 for property leases that were in place on 1 January 2019 following the
adoption of IFRS 16.

 

Following the adoption of IFRS 16, the transfer between right of use assets
and property, plant and equipment represents the reclassification of the net
book value of finance lease assets held at 1 January 2019 to right of use
assets, offset by the reclassification of the net book value of finance lease
assets back to property, plant and equipment where the lease expired in the
year to 31 December 2019 and the assets are now owned.

 

 

 

13            TEXTILE RENTAL ITEMS

 

 

                                  2019    2018
                                  £m      £m

 Opening net book value           56.4    50.0
 Additions                        46.1    49.1
 Business combinations (note 19)  1.7     1.3
 Depreciation                     (45.1)  (41.8)
 Special charges                  (2.3)   (2.2)
 Closing net book value           56.8    56.4

 

 

 

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

14         BORROWINGS

 

                                             2019    2018
                                             £m      £m
 Current
 Overdraft                                   11.2    11.8
 Bank loans                                  (0.3)   (0.3)
 Obligations under finance lease agreements  -       3.0
                                             10.9    14.5

 Non-current
 Bank loans                                  84.7    86.6
 Obligations under finance lease agreements  -       4.4
                                             84.7    91.0
                                             95.6    105.5

 

At 31 December 2019, borrowings were secured and drawn down under a committed
facility dated 21 February 2014, as amended and restated on 24 April 2015 and
as further amended and restated on 22 April 2016 and 9 August 2018.  This
amended facility comprised a £135.0 million rolling credit facility
(including an overdraft) which runs to August 2023. Individual tranches are
drawn down, in sterling, for periods of up to six months at LIBOR rates of
interest prevailing at the time of drawdown, plus the applicable margin.  The
margin varies between 1.25% and 2.25%.

 

The Group has two net overdraft facilities for £5.0 million and £3.0 million
with two of its principal bankers (2018: £5.0 million and £3.0 million).

 

As at 31 December 2019, £45.0 million of borrowings were subject to hedging
arrangements which have the effect of replacing LIBOR with fixed rates as
follows:

§ for £15.0 million of borrowings, LIBOR is replaced with 1.665% from 8
January 2016 to 8 January 2020; and

§ for £15.0 million of borrowings, LIBOR is replaced with 1.070% from 30
January 2019 to 29 January 2021; and

§ for £15.0 million of borrowings, LIBOR is replaced with 1.144% from 30
January 2019 to 31 January 2022.

 

A further hedging arrangement is in place as at 31 December 2019 which
commenced on 8 January 2020:

§ for £15.0 million of borrowings, LIBOR is replaced with 0.805% from 8
January 2020 to 9 January 2023.

 

Amounts drawn under the revolving credit facility have been classified as
either current or non-current depending upon when the loan is expected to be
repaid.

 

The secured bank loans are stated net of unamortised issue costs of £0.6
million (2018: £0.7 million) of which £0.3 million is included within
current borrowings (2018: £0.3 million).

 

Following the adoption of IFRS 16 at 1 January 2019, obligations under finance
lease agreements are recognised within lease liabilities and are no longer
included within borrowings.

 

 

 

15         LEASE LIABILITIES

 

 

                                                                   2019

                                                                   £m

 Recognition of lease liability under IFRS 16                      37.2
 Previously recognised as finance lease obligations in borrowings  7.4
 Opening lease liabilities recognised at 1 January 2019            44.6
 New leases recognised                                             6.5
 Business combinations                                             1.3
 Reassessment / modification of leases previously recognised       1.2
 Lease payments                                                    (15.0)
 Finance cost                                                      1.8
 Closing liabilities                                               40.4

 

 

 Of which are:
 Current lease liabilities      5.6
 Non-current lease liabilities  34.8
 Closing liabilities            40.4

 

 

 

 

 

 

 

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

16            ANALYSIS OF NET DEBT

 

Net debt is calculated as total borrowings net of unamortised bank facility
fees, less cash and cash equivalents.  Non-cash changes represent the effects
of the recognition and subsequent amortisation of fees relating to the bank
facility, changing maturity profiles, debt acquired as part of an acquisition,
new finance leases and, following the adoption of IFRS 16, the recognition of
lease liabilities entered into during the year.

 

                                    At 31                                 At 1           Cash Flow  Non-cash  At 31 December 2019

                                    December 2018   Adoption of IFRS 16   January 2019              Changes
 2019                               £m              £m                    £m             £m         £m        £m

 Debt due within one year           0.3             -                     0.3            1.1        (1.1)     0.3
 Debt due after more than one year  (86.6)          -                     (86.6)           2.2      (0.3)     (84.7)
 Finance leases                     (7.4)           7.4                   -              -          -         -
 Lease liabilities                  -               (44.6)                (44.6)         13.2       (9.0)     (40.4)
 Total debt and lease financing     (93.7)          (37.2)                (130.9)        16.5       (10.4)    (124.8)
 Cash and cash equivalents          (4.7)           -                     (4.7)          1.8        -         (2.9)
 Net debt                           (98.4)          (37.2)                (135.6)        18.3       (10.4)    (127.7)

 

 

                                    At 1      Cash Flow   Non-cash  At 31 December 2018

                                    January               Changes

                                    2018
 2018                               £m        £m          £m        £m

 Debt due within one year           (1.7)     2.0         -         0.3
 Debt due after more than one year  (75.9)      (11.0)    0.3       (86.6)
 Finance leases                     (10.0)    3.9         (1.3)     (7.4)
 Total debt and lease financing     (87.6)    (5.1)       (1.0)     (93.7)
 Cash and cash equivalents          (3.7)     (1.0)       -         (4.7)
 Net debt                           (91.3)    (6.1)       (1.0)     (98.4)

 

 

The cash and cash equivalents figures are comprised of the following balance
sheet amounts:

                                              2019    2018
                                              £m      £m

 Cash (Current assets)                        8.3     7.1
 Overdraft (Borrowings, Current liabilities)  (11.2)  (11.8)
                                              (2.9)   (4.7)

 

 

Finance lease obligations are comprised of the following balance sheet
amounts:

                                                                             2019    2018
                                                                             £m      £m

 Amounts due within one year (Borrowings, Current liabilities)               -       (3.0)
 Amounts due within one year (Lease Liabilities, Current liabilities)        (5.6)   -
 Amounts due after more than one year (Borrowings, Non-current liabilities)  -       (4.4)
 Amounts due after more than one year (Lease liabilties, Non-current         (34.8)  -
 liabilities)
                                                                             (40.4)  (7.4)

 

 

17         RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT

                                                                2019     2018
                                                                £m       £m

 Increase / (decrease) in cash in year                          1.8      (1.0)
 Decrease / (increase) in debt and lease financing              16.5     (5.1)
 Change in net debt resulting from cash flows                   18.3     (6.1)
 Debt acquired through business acquisitions                    (2.4)    (1.3)
 Leases previously recognised as operating leases under IAS 17  (37.2)   -
 Lease liabilities recognised during the period                 (7.7)    -
 Non-cash movement in unamortised bank facility fees            (0.3)    0.3
 Movement in net debt                                           (29.3)   (7.1)
 Opening net debt                                               (98.4)   (91.3)
 Closing net debt                                               (127.7)  (98.4)

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

 

18         SHARE CAPITAL

                                                    2019               2018
 Issued and Fully Paid                 Shares       £m    Shares       £m
 Ordinary shares of 10p each:
 -  At start of year                   367,574,210  36.8  366,499,375  36.6
 -  New shares issued                  2,186,614    0.2   1,074,835    0.2
 -  At end of year                     369,760,824  37.0  367,574,210  36.8

 

Issue of Ordinary shares of 10p each

An analysis of the new shares issued in each year is shown below:

                                                      2019                2018
 Issued and Fully Paid                     Shares     £        Shares     £
 Ordinary shares of 10p each:
 -  Approved LTIP              note 1      150,000    15,000   37,500     3,750
 -  EBT                        note 2      1,655,000  165,000  110,000    11,000
 -  SAYE                       note 3      381,614    38,161   927,335    92,734
 New shares issued                         2,186,614  218,161  1,074,835  107,484

 

Note 1:     150,000 (2018: 37,500) Ordinary shares were allotted in
relation to employee share option exercises.  The total nominal value
received was £15,000 (2018: £3,750).

 

Note 2:     1,655,000 (2018: 110,000) Ordinary shares were allotted to the
EBT at nominal value to be used in relation to employee share option
exercises.  The total nominal value received was £165,000 (2018:
£11,000).  At the time of allotment, the EBT already held 16,256 (2018:
16,256) Ordinary shares of 10 pence each which, together with the 1,655,000
(2018: 110,000) newly allotted Ordinary shares of 10 pence each, were used to
satisfy the exercise of 1,654,934 (2018: 110,000) LTIP options.  In addition,
the EBT sold a further 3,854 shares and retained the net proceeds.

 

Note 3:     381,614 (2018: 927,335) SAYE Scheme options were exercised
with a total nominal value of £38,161 (2018: £92,734).

 

The total proceeds received on allotment in respect of all of the above
transactions were £0.6 million (2018: £0.7 million) and

were credited as follows:

                            2019      2018
                            £m        £m

 Share capital              0.2       0.2
 Share premium              0.4       0.5
                            0.6       0.7

 

 

 

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

19        BUSINESS COMBINATIONS

 

On 30 November 2019, the Group acquired 100% of the share capital of Fresh
Linen Holdings Limited, together with its trading subsidiary Fresh Linen
Limited ('Fresh Linen"), for a net consideration of £9.3 million (being a
gross consideration of £12.5 million adjusted for normalised working capital,
cash and debt like items) plus associated fees.  Since acquisition, Fresh
Linen has incurred a £0.1 million loss on revenue of £1.6 million.  Had the
business been acquired at the start of the period it is estimated that a
profit of £0.7 million would have been generated on revenue of £17.6
million.

 

The provisional fair value of assets and liabilities acquired are as follows:

 

                                          Fresh Linen  Fair value adjustments to previous acquisitions  Total
                                          £m           £m                                               £m

 Intangible assets - Goodwill             2.3          0.1                                              2.4
 Intangible assets - Customer contracts   4.0          -                                                4.0
 Property, plant and equipment            4.3          -                                                4.3
 Right of use assets                      0.7          -                                                0.7
 Textile rental items                     1.8          (0.1)                                            1.7
 Inventories                              0.1          -                                                0.1
 Trade and other receivables              3.2          -                                                3.2
 Cash and cash equivalents / (overdraft)  (0.3)        -                                                (0.3)
 Trade and other payables                 (3.3)        -                                                (3.3)
 Borrowings                               (1.1)        -                                                (1.1)
 Lease liabilities                        (1.3)        -                                                (1.3)
 Current income tax liability             (0.1)        -                                                (0.1)
 Deferred income tax liability            (1.0)        -                                                (1.0)
 Net consideration                        9.3          -                                                9.3

 

Goodwill represents the deferred income tax arising on the recognition of the
customer contracts plus the expected benefits to the wider Group arising from
the acquisition.  None of the acquired goodwill is expected to be deductible
for tax purposes.

 

Fresh Linen has been included within the HORECA reporting segment and within
the Hotel Linen CGU.

 

In 2018, the Group acquired the entire share capital of South West Laundry
Holdings Limited, together with its trading subsidiary South West Laundry
Limited ('South West').  Full details are provided in the 2018 Annual Report
and Accounts.  During 2019, the initial fair value of the textile rental
items acquired as part of the South West acquisition was reduced by £0.1
million, with a corresponding increase in goodwill.

 

Cash flows from business acquisition activity

The cash flows in relation to business acquisition activity are summarised
below:

                                                                     2019   2018
                                                                     £m     £m
 Net consideration payable                                           9.3    13.3
 Contingent and deferred consideration                               (1.1)  0.2
 Overdraft / (cash) acquired                                         0.3    (0.1)
 Costs in relation to business acquisition activity                  -      0.6
                                                                     8.5    14.0

 

In respect of contingent and deferred consideration

§ the 2018 figure of £0.2 million reflects the payment of the Star
contingent consideration recognised in the prior year;

§ the 2019 figure of £1.1 million reflects the recognition of deferred
consideration of £1.4 million for the Fresh Linen acquisition along with the
payment of £0.3 million deferred consideration relating to the acquisition of
Ashbon in 2015.

 

In respect of 'costs in relation to business acquisition activity':

§ the 2018 cash outflow of £0.6 million included in the table above relates
to costs incurred during the year.

 

 

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

20            CONTINGENT LIABILITIES

 

The Group operates from a number of sites across the UK.  Some of the sites
have operated as laundry sites for many years and historic environmental
liabilities may exist.  Such liabilities are not expected to give rise to any
significant loss.

 

The Group has granted its Bankers and Trustee of the Pension Scheme (the
'Trustee') security over the assets of the Group.  The priority of security
is as follows:

§ first ranking security for £28.0 million to the Trustee ranking pari passu
with up to £155.0 million of bank liabilities; and

§ second ranking security for the balance of any remaining liabilities to the
Trustee ranking pari passu with any remaining bank liabilities.

 

During the period of ownership of the Facilities Management division the
Company had given guarantees over the performance of certain contracts entered
into by the division.  As part of the disposal of the division the purchaser
has agreed to pursue the release or transfer of obligations under the Parent
Company guarantees and this is in process.  The Sale and Purchase agreement
contains an indemnity from the purchaser to cover any loss in the event a
claim is made prior to release.  In the period until release the purchaser is
to make a payment to the Company of £0.2 million per annum, reduced pro rata
as guarantees are released.  Such liabilities are not expected to give rise
to any significant loss.

 

As a condition of the sale of the Facilities Management division in August
2013, the Group has put in place indemnities, to the purchaser, in relation to
any future amounts payable in respect of contingent consideration related to
the Nickleby acquisition completed in February 2012.  As set out in the 2012
Annual Report and Accounts the maximum amount payable under the terms of the
indemnity could be up to £5.0 million.  The Directors believe the risk of
settlement at, or near, the maximum level to be remote.

 

 

21            EVENTS AFTER THE REPORTING PERIOD

 

There were no events occurring after the balance sheet date that require
disclosing in accordance with IAS 10, 'Events after the reporting period'.

 

 

22           ACCOUNTING POLICIES

 

Except as described below, the condensed consolidated financial statements
have been prepared applying the accounting policies, presentation and methods
of computation applied by the Group in the preparation of the published
consolidated financial statements for the year ended 31 December 2018.

 

(a)        Standards and amendments to standards effective in 2019

 

IFRS 16, 'Leases'

The Group has adopted this new standard from 1 January 2019, applying the
modified retrospective approach, which results in the cumulative effect of
initially applying this standard being an adjustment to the opening balance of
retained earnings as at 1 January 2019. The comparative information for 2018
has not been restated and is presented, as previously reported, under IAS 17.

 

The new standard results in almost all leases being recognised on the Balance
Sheet as, from a lessee perspective, the distinction between operating and
finance leases is removed. Under the new standard, an asset (the right to use
the leased item) and a financial liability to pay rentals are recognised. The
only exceptions are short-term and low-value leases. The accounting for
lessors has not significantly changed.

 

The Group currently leases both properties and vehicles, comprising cars and
commercial vehicles, which under IAS 17, were classified as a series of
operating lease contracts with payments made (net of any incentives received
from the lessor) charged to profit or loss on a straight-line basis over the
period of the lease. From 1 January 2019, under IFRS 16, these leases are
recognised as a right of use asset and a corresponding lease liability at the
date at which the leased asset is available for use by the Group. Each lease
payment is allocated between the liability and finance cost. The finance cost
is charged to the Consolidated Income Statement over the lease period using
the effective interest method.

 

The right of use asset is depreciated over the shorter of the asset's useful
life and the lease term on a straight-line basis.

In applying IFRS 16 for the first time, the Group has used the following
practical expedients permitted by the standard:

§  in determining whether existing contracts meet the definition of a lease,
the Group has not reassessed those contracts previously identified as leases
and not applied the standard to those contracts not previously identified as
leases;

§  short-term leases (leases of less than 12 months and leases with less
than 12 months remaining) as at the date of adoption of the new standard are
not within the scope of IFRS 16;

§  leases for which the asset is of low value (IT equipment and small items
of office equipment), are not within the scope of IFRS 16; and

§  the use of a single discount rate to a portfolio of leases with
reasonably similar characteristics.

 

On adoption of IFRS 16, the Group recognised lease liabilities in relation to
leases which had previously been classified as 'operating leases' under the
principles of IAS 17, 'Leases'. For vehicles, these liabilities were measured
at the present value of the remaining lease payments, discounted using the
lessee's incremental borrowing rate on the current facility as of 1 January
2019, which was 2.48%. The Group also leases various offices and plants, which
can differ significantly in terms of property value, location and with leases
negotiated on an individual basis, they can contain a wide range of different
terms and conditions. The discount rate applied therefore differs by property
and ranges from 2.85% - 7.15%. The weighted average lessee's incremental
borrowing rate applied to the lease liabilities on 1 January 2019 was 4.46%.

 

Under the modified retrospective approach, the associated right of use assets
were measured using the approach set out in IFRS 16.C8(b)(ii), whereby right
of use assets are equal to the lease liability, adjusted by the amount of any
prepaid (£1.0 million) or accrued lease payments (£2.3 million) (including
unamortised lease incentives such as rent free periods). There were no onerous
lease contracts that would have required an adjustment to the right of use
assets at the date of initial application.

 

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

22           ACCOUNTING POLICIES (continued)

            For leases previously classified as finance leases,
which relate to equipment and vehicles, the Group recognised the carrying
amount of the lease asset and lease liability immediately before transition as
the carrying amount of the right of use asset and the lease liability at the
date of initial application.

 

The overall impact of the adoption of IFRS 16 on the Group's opening Balance
Sheet is as follows:

 

                                                                       As at                              As at

                                                                       31 December   IFRS 16 adjustment   1 January

                                                                       2018                               2019
                                                                       £m            £m                   £m

 Non-current assets
 Plant, property and equipment                                         96.0          (11.9)               84.1
 Right of use assets                                                   -             48.0                 48.0

 Current assets
 Trade and other receivables                                           52.1          (1.0)                51.1

 Current liabilities
 Trade and other payables                                              64.8          (2.3)                 62.5
 Borrowings                                                            14.5          (3.0)                11.5
 Lease liabilities                                                     -             9.2                  9.2

 Non-current liabilities
 Borrowings                                                            91.0          (4.4)                86.6
 Lease liabilities                                                     -             35.4                 35.4

 Net assets                                                            190.4         0.2                  190.6

 Capital and reserves attributable to the Company's Shareholders
 Retained earnings                                                     136.3         0.2                  136.5
 Total equity                                                          190.4         0.2                  190.6

The adoption of IFRS 16 increased retained earnings as at 1 January 2019 by
£0.2 million.  This represents the reversal of previously recognised
property cost accruals which are no longer required under the new standard.

 

 

The table below presents a reconciliation from operating lease commitments
disclosed at 31 December 2018 to lease liabilities recognised at 1 January
2019.

                                                                                 £m
 Operating lease commitments disclosed as at 31 December 2018                                     51.6
 (Less): short-term and low value leases recognised on a straight-line basis as                    (0.9)
 an expense
                                                                                                  50.7
 Discounted using the lessee's incremental borrowing rate at the date of                          37.2
 initial application
 Add: finance lease liabilities recognised as at 31 December 2018                                    7.4
 Lease liability recognised as at 1 January 2019                                                  44.6

 Of which are:
 Current lease liabilities                                                                           9.2
 Non-current lease liabilities                                                                    35.4
 Lease liability recognised as at 1 January 2019                                 44.6

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

22          ACCOUNTING POLICIES (continued)

 

            The tables below show the split of the total right of
use asset and lease liability following the adoption of IFRS 16:

                                                  As at

                                                  1 January

                                                  2019

£m
 Properties                                                      30.8
 Plant and equipment                                               5.3
 Leases previously held under finance leases      11.9
 Total right of use assets                                       48.0

 Properties                                                      32.0
 Plant and equipment                                               5.2
 Leases previously held under finance leases      7.4
 Total lease liabilities                                         44.6

During the year, the application of IFRS 16 resulted in an increase in
operating profit in the Consolidated Income Statement of £1.1 million in
comparison to treatment under IAS 17, as operating lease payments under IAS 17
were replaced by a depreciation charge on right of use assets and operating
lease payments in relation to short term and low value leases. Profit before
taxation reduced by £0.4 million with the inclusion of £1.5 million of
finance costs under the new standard.

The table below shows a reconciliation between profit under IAS 17 and the new
standard, IFRS 16.

                                                                 Year ended

                                                                 31 December 2019

                                                                 £m
 Operating lease costs under IAS 17                              8.1
 (Less): Depreciation of right of use assets for leases          (5.7)

 previously recognised as operating leases under IAS 17
 (Less): Short term and low value lease expense under IFRS 16    (1.3)
 Impact on operating profit for the year                         1.1
 (Less): Finance costs associated with lease liabilities for     (1.5)

 leases previously recognised as operating leases under IAS 17
 Impact on profit before taxation for the year                   (0.4)

 

 

23        PRINCIPAL RISKS AND UNCERTAINTIES

 

The Group operates a structured risk management process, which identifies and
evaluates risks and uncertainties and reviews mitigation activity.  The Group
set out in its 2018 Annual Report and Accounts the principal risks and
uncertainties that could impact its performance.  These remain largely
unchanged as at 31 December 2019 and are summarised below:

 

 Financial Risks              Operational Risks                       Regulatory Risk

 Cost Inflation               Loss of a Processing Facility           Health and Safety

 Economy                      Failure of Strategy                     Compliance and Fraud

 Interest Rate Fluctuations   Customers                               Climate Change and Energy Costs

 Liquidity Risk               Competition

 Taxation                     Retention and Motivation of Employees

                              Information Systems and Technology

 

These risks and uncertainties do not comprise all of the risks that the Group
may face and are not listed in any order of priority.  Additional risks and
uncertainties not presently known to the Board, or deemed to be less material,
may also have an adverse effect on the Group.  These include risks resulting
from the UK's decision to leave the EU which could adversely affect the
economic and political environment as well as affecting financial risks such
as liquidity and credit.  The Board views the potential impact of Brexit as
an integral part of its principal risks rather than a stand-alone risk.
However, there is still significant uncertainty about the withdrawal process
and the outcome of negotiations about future arrangements between the UK and
the EU and the period for which existing EU laws for member states will
continue to apply to the UK.  The Board will continue to assess the risk to
the business as the Brexit process evolves and will implement any appropriate
actions.  Furthermore, whilst we have not as yet seen any impact on trading
from the Covid-19 virus, the Board will continue to monitor the situation over
the coming weeks and will seek to mitigate the risk of impact that the virus
may have on our employees, customers and supply chain.

 

Full details of the Principal Risks and Uncertainties facing the Group will be
included in the 2019 Annual Report and Accounts which will be made available
on the Group's website (www.jsg.com (www.jsg.com) ) on or before 13 March
2020.

 

 

NOTES TO THE PRELIMINARY ANNOUNCEMENT (continued)

 

24            DIRECTORS' RESPONSIBILITIES STATEMENT

 

The Directors are responsible for preparing the Annual Report and Accounts in
accordance with applicable law and regulation.  Having taken advice from the
Audit Committee, the Board considers the Annual Report and Accounts, taken as
a whole, to be fair, balanced and understandable and that it provides the
information necessary for Shareholders to assess the Company's position and
performance, business model and strategy.

 

The Annual Report and Accounts for the year ended 31 December 2019, which will
be made available on the Group's website (www.jsg.com (http://www.jsg.com/) )
on or before 13 March 2020, contains the following statement regarding
responsibility for the Strategic Report, the Directors' Report (including the
Corporate Governance Report), the Directors' Remuneration Report and the
financial statements included within the Annual Report and Accounts.

 

Each of the Directors confirms that, to the best of their knowledge:

§  the Group financial statements, which have been prepared in accordance
with IFRSs as adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Group; and

§  the Strategic Report includes a fair review of the development and
performance of the business and the position of the Group, together with a
description of the principal risks and uncertainties that it faces.

 

In the case of each Director in office at the date the Directors' Report is
approved:

§  so far as the Director is aware, there is no relevant audit information
of which the Group's auditors are unaware; and

§  they have taken all the steps that they ought to have taken as a Director
in order to make themselves aware of any relevant audit information and to
establish that the Group's auditors are aware of that information.

 

 

25            PRELIMINARY ANNOUNCEMENT

 

A copy of this Preliminary Announcement is available on request to all
Shareholders by post from the Company Secretary, Johnson Service Group PLC,
Johnson House, Abbots Park, Monks Way, Preston Brook, Cheshire, WA7 3GH.  The
announcement can also be accessed on the Internet at www.jsg.com
(http://www.jsg.com/)

 

The Company's Annual Report will be made available on the Group's website
(www.jsg.com (http://www.jsg.com) ) on or before 13 March 2020.

 

 

26         APPROVAL

 

The Preliminary Announcement was approved by the Board of Directors on 2 March
2020.

 

 

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.   END  FR EAADFEESEEAA

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