The SPAR Group Ltd (SGRP) Earnings Call Transcript & Summary

Good afternoon, everyone, and thank you for attending our call on such short notice. Just with me, I've got Megan Pydigadu, our Chief Operating Officer; and Reeza Isaacs, our CFO. And the three of us are broadcasting, I guess, today from our SPAR National Convention which is done in September every year. This morning's announcement signals a decisive step in our group strategy to reset the business. The disposal of SPAR Switzerland is about taking clear and disciplined action. We're exiting a non-core value-destructive investment that no longer aligns with our strategy. Secondly, we want to focus on our balance sheet strength. Debt and guarantees to Switzerland are now eliminated, which is obviously good for the business. And then thirdly, really a refocus on sharper capital allocation. Resources are now free to focus, where our model is proven. Southern Africa and Ireland, also markets where we have significant scale. Clean exit was a big, big diver for this for how we've closed this transaction. We've structured this as a complete exit with no lingering liabilities and the business is now officially handed over, and we will retain some upside through the earn-out mechanism. It's worthwhile noticing -- noting that this does not mean SPAR is retreating from international opportunities altogether. The fact is that our entry to Switzerland aligned with a vein strategy of diversification and specifically geographic diversification. But the reality is that the market and regulatory context has shifted since then. So I'd like to characterize the divestment as a reset in discipline. Any future expansion will only be considered. There's a strong partner alignment, a clear fit for our operating model and the potential for returns above our cost of capital and in markets where we believe we can reach sufficient scale. This transaction demonstrates decisiveness of the current leadership team and positions us to deliver the sustainable value where it matters. I'd like to thank Megan and Reeza, in particular, for their guidance and work getting this transaction over the line. But for now, I'll hand over to Megan, who will take you through some of the history and context.

Thanks, Angelo, and good morning to everyone. I think it's really important that we understand how we got here from a Swiss investment perspective. So if we go back to the beginning in 2016, SPAR had acquired a 60% stake in Switzerland for CHF 44.5 million, which at the time was around ZAR 685 million, and that was funded by an equity raise. Then in 2021, there was a put option for the remaining 40% which was exercised and that was CHF 56.3 million, which was ZAR 920 million at the time. However, this was funded by Swiss debt. So effectively, the operating company in Switzerland raised the debt to pay for itself and it was funded through an intermediary holdco that's set above the operating company. So in effect, the equity investment was just over CHF 100 million. Today, at the close of the deal, effectively, the equity value for the business is CHF 46.5 million. Because of the fact that we've got a historical debt that was used to fund the business with the interest roll-up that came to CHF 66.3 million that was owing to the company. So what we've done is the equity value has been offset against the loan, which has resulted in the CHF 19.5 million amount being outstanding that needed to be repaid. So we've paid that, and we've then also paid CHF 11.5 million. So in total, there's CHF 30 million that flowed from South Africa to Switzerland to settle. And then as Angelo said, there is opportunity over a 2-year period to earn -- an earn-out and the maximum would be around CHF 30 million. This means that now our exposure and obligations are fully extinguished under this transaction. I'm now going to hand over to Reeza just to give you some of the financial oversight.

Thank you. Thank you, Megan, and good afternoon, everyone. So just a few points here just on the financial impact. It's all set out in the SENS itself. But just in summary, our group debt is reduced by ZAR 3.2 billion, which is all the debt within the Swiss business. So the biotechs over all the term, general banking facilities, and mortgage debt. Obviously, we have the outflow, the initial outflow of the CHF 30 million, which would increase group debt. But all -- but group gearing is effectively reduced. As an interim, the Swiss gearing was at 14x level, which was really unsustainable, so that will reduce overall group gearing. And then from an asset gearing perspective, from a bank covenant point of view, group gearing will also reduce as the quantum of the payment on closing of CHF 30 million is less than the CHF 44 million bank guarantees that we effectively gave to UBS from South Africa. And then all residual and refinancing exposure to the Swiss business is removed. That's another obviously a big, big upside for us. If you can recall, in exchange for the removal of the leverage covenant earlier this year, the business still had a CHF 7.5 million liquidity covenant, which was measured quarterly. And obviously, the earnings in that business and cash flow is very seasonal. As we reduce SA leverage, our SA funding is expected to cost is expected to reduce. And then just to close off with the fact that there are no further cross guarantees from South Africa to any of our international subsidiaries. Obviously, Ireland was dealt with earlier this calendar year and now Switzerland is effectively ring-fenced and closed off as well. So I think we do land up with a much stronger and healthier-looking gearing level and balance sheet.

Thank you, Reeza. I think that concludes our formal presentation for today. We tried to keep it quick given that the call has been scheduled for 30 minutes. We're happy now to move on to Q&A. I'm sure there's going to be quite a bit of questions and clarity sought, which is why we tried to arrange this meeting so shortly after the SENS announcement. So I'm going to go ahead with a Q&A, and we're going to hand over to Zihle, our Investor Relations Executive to read the questions for us.

And first question I have is, what can you tell us about the new investor?

The new investor, Tannenwald is a newco established by a private family investment company incorporated in Switzerland who are fairly well diversified, and we will focus on investments in food, education and sport. The buyer is asked, since it is a family buyer, to keep the information around their business confidential, but they are a large family owned business in Switzerland.

Okay. Can you just confirm you're comfortable with the financing capacity?

I think that the question while, well placed, I think, is -- has been dealt through the Swiss banks, who have released the guarantees and approved the buyer.

Thank you. Maybe some further detail on the structure of the earn-out and the milestones to achieve it.

Okay. So I'll take that one. So effectively, how we've structured the earn-out. If you're going to look at the performance that we're expected to land for Switzerland for this FY 2025, it was probably around EBITDA of CHF 9 million to CHF 10 million EBITDA. And that's been the base of which we've set it. So the targets are over a 2-year period, so we only earn the earn-out after 2 years and its performance based on '26 and '27. So once we hit targets of over CHF 15 million EBITDA for '26 and over CHF 19 million for '27 then we start earning. And just to give you an example, if we were to hit CHF 23 million for both years, then we would get the CHF 30 million. And if you go back in time and look at the performance of this Swiss business, historically, the business has got to CHF 20 million EBITDA, if not more, in historical years. And so, there is a good chance to get the business back to those levels. And we've already laid down some of the tracks to return the business to good profitability that we've seen in the past.

Thanks, Megan. Reeza, I'll take this one to you. With the Swiss debt removed from the balance sheet, how are you thinking about capital allocation going forward? And is the scope to reintroduce dividends earlier than the current guidance of FY '26?

Look, I think the -- as I said earlier, it definitely does strengthen the balance sheet. We don't have the overhang of the uncertainty of the Swiss gearing on the SA balance sheet. So it certainly makes that a lot simpler to the pathway to dividends is a lot simpler to see. We've got obviously Irish business, which is a ring-fence, which is in a good position and a good gearing position. And I think -- I mean, our target is still to get to 1.5x SA gearing levels. But this will certainly make the pathway a lot clearer for us to that. I think at year-end, during the year-end results, we'll probably have a bit more clarity around what the pathway looks like.

Thank you. Ang for you. Any update on the sale of AWG?

See, I would prefer not to go into any detail, but we have made advanced progress in this space. And are looking forward to help in the near future.

Yes. Thanks, Ang. Megan, the ZAR 253 payment, does that fully extinguish all liabilities arising from the COMCO investigation or is there residual contingent risks that remain?

Everyone is translating into different currencies. So if you -- so that effectively extinguishes our liability in terms of the COMCO query that we had in Switzerland. And so there's nothing remaining from that.

Thank you. Question about, is there a stretch target, but I think you've unpacked a lot of that around Swiss EBITDA. Can you give us a sense of how the ZAR 683 million outflow affects continuing finance costs and whether the benefit of reduced guarantees and balance sheet simplification offsets the incremental interest burden?

Yes. As I said earlier, the -- effectively, the ZAR 683 million is the CHF 30 million that goes out. But we effectively extinguished the ZAR 44 million guarantees, which was taken into account when SA banks were effectively calculating our gearing levels. So we -- that does have a positive impact on our gearing.

Yes.

And our debt service cost as well.

And then, I couldn't quite follow 100% on the slide, but could you give us a clear sense of what the balance sheet looks like after this transaction? In other words, how net debt and leverage metrics have shifted from the 6.6 net debt number that excluded Switzerland?

I think the -- look, we showed you a continuing operations balance sheet at interim. We -- obviously, Switzerland now will be extinguished effectively from the balance sheet at year-end. But I think that balance sheet will give a good sense of what effectively it will look like. Obviously, we do have the ZAR 650-odd million that flows out that effectively decreases debt. But overall, our gearing reduces by ZAR 2.7 billion from a group perspective. So effectively, the ZAR 3.2 billion less is the ZAR 600 million that flows out.

Thanks, Reeza. Just refreshing here. Can you please provide more detail as to why the SA gearing decreases? Does the CHF 30 million not flow from SA or was the CHF 44 million guarantee included in the net debt-to-EBITDA ratio?

The first part is incorrect. The CHF 30 million does flow. But the second part is correct, CHF 44 million was included in the calculation of the net debt.

Is it correct to say, just to confirm, SPAR is not receiving any cash from the sale? You sold the business in its entirety for a cost of ZAR 683 million, excluding the potential earn-out?

Yes. I think -- I mean, that might be a very technical way of looking at it. And I think for all practical purposes, the South African business or the parent in this case, had an intercompany loan owing to the Swiss business of circa CHF 66 million, which was made up of the initial buyout of the minorities of circa CHF 56 million plus the accrued interest over time, which is another CHF 9.5 million. So that essentially needed to be extinguished or that loan, intercompany loan needed to be settled. I think the point we're trying to make is the funding of that business from the parent could have taken any form. So in technical sense, we are receiving CHF 40 million for the business or just over CHF 40 million -- CHF 46.5 million for the business after settling the CHF 66 million intercompany loan.

Yes. Thanks, Ang. Megan, maybe you need to just kind of reiterate this. Do you have to achieve the CHF 23 million in both FY '26 and FY '27 to get the CHF 30 million earn-out?

Yes. So it's a sliding scale. It's based on earnings over the '26 and '27 year, but I just wanted to demonstrate the probability of getting to the CHF 30 million and what that would require.

And then, as there's an earn-out, are you -- as there is an earn-out, are you going to be involved with the operational running of the business into 2027? Who bears the cost of that management?

So we are not going to be involved in the running of the business, but we are going to have access to information. So on a quarterly basis, we will be receiving management accounts and then also on an annual basis, we will receive the budgets. We also have a 3-year plan of what was used for the basis of the earn-out and so we can monitor against that from a tracking perspective.

Okay. Does this transaction have any impact on the cost of your euro-denominated debt? Does the removal of the Swiss debt lower perceived risk at euro lenders?

I guess you're talking about the Irish business. Yes, absolutely no impact.

Yes. There was no cross guarantees or sureties provided by the Irish business to the Swiss business. And so the Irish business would be seen as a ring-fence by the Irish lenders. And we had our refinancing at the beginning of the year, or restructuring of our Irish debt. We got favorable rates, I think, and those won't be impacted by this.

Thank you. Then for clarity, all of the debt that was settled the equity value, was that all in discontinued ops at last presentation, just to confirm?

That's correct.

Okay. Does this transaction has an impact on margin targets?

From a group perspective, there would be a mix impact of the offloading of the Swiss business, since the Swiss business had a lower return and lower operating margin. From a mix perspective going forward, yes, although one could argue that once Switzerland was moved into discontinued operations, that came into effect already. But it would certainly have a positive impact on the group mix going forward.

Okay. I do think we've covered all of them. I'm just going to go through the list very quickly again. Reeza, I think you answered this, but let me just ask again, will the SA debt cost reduce immediately? If so, by how much in terms of basis points?

Look, we'll update everyone at year end on that. And we'll have to -- but look, there's a net impact there of CHF 14 million effectively on the SA debt, which effectively gets reduced by. So in terms of stepping down rates, it should have a positive impact.

I think, that it will be a positive impact. I think it won't kick in immediately. It will be at measurement period. The measurement period being the end of September.

Thank you, Ang. Probably you answered this, but let me ask it. Is SPAR likely to have a cash outflow to exit AWG if the sale is concluded?

I don't want to get into too much detail, but it is unlikely.

Yes. Okay. And I think that is it, gents and lady. Thanks, everyone. I'll just let Angelo give a few closing comments. And of course, if you have follow-up questions, feel free to e-mail me, and we'll get back to you on any of those.

As we close off, I think, first, I want to thank the investors, we've -- on very short notice, our shareholders and investors have shown an immense amount of interest shown by the audience -- size of the audience today at such short notice. So we want to thank you all for your interest in SPAR and for your team understanding of the transaction. It seems as if the SENS unpacked it well, if I look at the questions, seem to have positioned the transaction well. Finally, I just want to thank Megan and Reeza and our teams, our teams in Switzerland and the finance team in SA and Megan and her team from a legal perspective, unpacking what is a very complicated transaction. And I'm very glad to be able to conclude this particular transaction and deliver to the market what we promised. We will continue to endeavor to do that. I think, if I look at the first foyou're milestones, that we promised the market when taking over as a new management team. We've now delivered three out of the four, and we're quite proud of that. And we will continue to strive towards delivering the SA margin. I think at this stage, we are very glad to have concluded this transaction and being now focused on bringing all our attention to bear on the South African business and increasing both our operating margin and sales and market share within South Africa. And now having concluded the transaction in Poland and in Switzerland, the distractions are certainly out of the way. And it is time for the executive team to really step up and put the complete focus on the Southern African and Irish operations, more Southern Africa in the short term. Once again, thank you to our investors for having the interest in SPAR that you do. We truly appreciate that and Zihle, thank you for arranging the call. Okay. And then, Zihle has just reminded me, we'll do a trading update and pre-close SENS in the second last week of September, and please look out for that. And then results -- our results announcement in the first week of December -- on the 3rd of December. We look forward to seeing you all then. I'm sure if there's going to be inundated with further questions. But thank you all, and we look forward to seeing you all at our results presentation in September. And then Megan, Reeza and I will also be at the RMB Big 5 Conference on Monday next week, for any you who are joining us.