27th Feb 2015 07:00
27 February 2015
Berendsen plc Full Year Results
Announcement for the Year Ended 31 December 2014
Key Financial Highlights (£m) | 2014 | 2013
| Change | Underlying Growth** |
Revenue | 1,038.6 | 1,054.2 | (2)% | 3% |
Adjusted operating profit* | 158.7 | 158.9 | - | 6% |
Adjusted operating margin* | 15.3% | 15.1% | 20bps | 40bps |
Adjusted profit before tax* | 138.5 | 136.3 | 2% |
|
Adjusted earnings per share* | 62.1p | 59.8p | 4% |
|
Free cash flow | 122.6 | 139.4 | (12)% |
|
Return on invested capital | 9.9% | 9.3% | 60bps |
|
Full year dividend per share | 30.0p | 28.0p | 7% |
|
Statutory |
|
|
|
|
Profit before tax | 117.0 | 112.4 | 4% |
|
Basic earnings per share | 52.6p | 49.8p | 6% |
|
*Before £21.5 million (£25.7 million) amortisation of customer contracts
**Growth at constant exchange rates and excluding acquisitions
Strong financial results
· Underlying revenue up 3%, with revenue in Core Growth up by 3%
o Facility revenue grew 7%, underlying, with operating margin at 25.9% (25.7%)
o 130bps operating margin improvement in Workwear to 21.1%
o UK Flat Linen revenue up 1%: favourable market conditions
· Underlying adjusted operating profit up 6% and operating profit margin up 40 bps
Further progress on delivery of our strategic objectives
· 4% growth in adjusted EPS despite strength of Sterling
· 116% of adjusted profit after tax converted to free cash flow
· Return on invested capital increased by 60bps to 9.9% in line with targets to deliver double-digit ROIC
· Dividend up 7%, ahead of EPS growth and in line with our progressive dividend policy
Significant operational developments
· Cleanroom acquisition in UK extending footprint
· Productivity improvements in UK Workwear enabled plant consolidation: £1.5 million of costs charged to operating profit
· Building our procurement and supply chain strategy
· Workwear in Ireland moved from Manage to Value to Core Growth in 2015
Well positioned to generate further shareholder value
· Strong balance sheet, with long term debt issued at attractive rates, providing flexibility to support investment
· Initiated a review of our markets and targets for a strategy update in Autumn 2015: opportunities re-confirmed
Iain Ferguson, Chairman of Berendsen, commented:
"We delivered a good operational performance in the year, reflecting continued momentum towards achieving our strategic objectives. Our reported results were adversely impacted by currency translation and, although we see this persisting, the Board expects to achieve a further year of good underlying progress in 2015.''
For further information contact
Berendsen plc | FTI Consulting |
Peter Ventress, Chief Executive Officer | Richard Mountain/Susanne Yule |
Kevin Quinn, Chief Financial Officer | Telephone 020 3727 1340 |
Telephone 020 7259 6663 |
|
Analyst Meeting
The company will present to analysts at 10:00 am today. A live audiocast of the presentation and questions will be available on the company's website on www.berendsen.com. Questions will only be taken at the meeting.
Results for the year ended 31 December 2014
We are pleased to report another good set of results for the year, which reflected continued momentum consistent with our strategic objectives. Reported revenue for the Group was 2% lower compared to the same period last year after the negative impact of currency translation. On an underlying basis revenue was up 3%, excluding currency translation and acquisitions. Adjusted operating profit (before amortisation of customer contracts) for the Group was similar to last year but on an underlying basis increased 6%, with our underlying adjusted operating margin up 40bps. Adjusted earnings per share for the Group were up 4% to 62.1 pence from 59.8 pence last year. The Board is recommending a final dividend of 20.5 pence (2013: 19.2 pence), bringing the total dividend to 30.0 pence (28.0 pence), an increase of 7%.
We continued to deliver strong free cash flow in line with our strategic objectives. Free cash flow was £122.6 million (£139.4 million), a conversion of 116% of our adjusted profit after tax as a result of our continued focus on capital allocation and our drive for capital efficiency.
Our after-tax return on invested capital improved by 60bps from 9.3% in 2013 to 9.9% in 2014, consistent with our strategic objectives set at the end of 2010 of delivering return towards double-digit, at a time when our return was 7.4%.
In the latter part of 2014, we commenced a review of our strategy. This exercise involves re-analysing our markets and the scope for further outsourcing, re-validating our existing strategy and re-examining our targets. We firmly believe that there is still a great deal of opportunity for the group to continue to grow and drive efficiencies in its existing markets and in its current Business Lines. Continuous improvement is part of the Group's culture and there are several areas where through increased focus, and in some cases targeted investment, we can make further progress on the solid foundations we have built. Extending our successful programme of 'best practice' sharing will help us to continue to improve our margins steadily each year. Our entry into the UK market for Cleanroom through acquisition, building our procurement and supply chain strategy and consolidating our UK Workwear plants following the productivity improvements are all examples of where we have invested in 2014. During 2015 we will finalise our work on reviewing the strategy and we anticipate providing an update in Autumn 2015, establishing a roadmap for future development, which we anticipate will be aligned to the current strategy and our existing business expertise. Our resilient business model and strong competence in implementation of our plans give us confidence to deliver increasing shareholder returns in the years ahead.
Group Overview
Revenue at £1,038.6 million in the period was 2% lower compared to last year (£1,054.2 million). Adjusted operating profit (before amortisation of customer contracts) was £158.7 million (£158.9 million). The negative impact of currency translation decreased revenue and adjusted operating profit by £46.9 million and £9.1 million respectively compared to last year. Excluding currency translation and the contribution from acquisitions, underlying revenue grew 3% and adjusted operating profit grew 6%. The negative impact of currency translation increased in the second half of the year as Sterling strengthened against the currencies in which we operate in Continental Europe and since year end we have seen a further weakening of those currencies against Sterling, with an average Sterling/Euro exchange rate of 1.33 so far in 2015 compared to an average of 1.24 in 2014. If currencies remain at these exchange levels we would expect a further negative currency impact of 7% in 2015 compared to average exchange rates in 2014.
Our net finance expense was £20.2 million, a decrease from £22.6 million last year as a result of our strong cash flow and lower average interest rate. In December, we signed an agreement for £131.0 million equivalent of 10 year Euro and Danish Krone denominated private placement notes at an average coupon of 2.1%. While this will increase slightly our net interest cost in 2015, compared to our short term funding rates, we have taken the opportunity to pre-fund the maturity of our May and December 2016 US private placement notes, which carry an average fixed interest rate of 4.6%.
Adjusted profit before tax was £138.5 million, 2% above last year (£136.3 million) and adjusted earnings per share were up 4% to 62.1 pence (59.8 pence). Our effective tax rate on adjusted profit before taxation was 23.5% down from 25.0% last year primarily as a result of the expected reduction in country rates in Denmark and the UK. We expect the tax rate for 2015 to be at around 24%.
Amortisation of acquired customer contracts was £21.5 million (£25.7 million). Operating profit after exceptional items and amortisation was £137.2 million (£135.0 million) and profit before tax was £117.0 million (£112.4 million). Basic earnings per share were 52.6 pence compared with 49.8 pence in 2013 an increase of 6%.
Our net capital expenditure was up on last year at £179.5 million (£167.0 million) and ahead of depreciation of £174.8 million (£175.2 million). Plant investments amounted to £33.3 million, an increase on the £27.5 million last year with funding to upgrade our UK Workwear plants, capacity upgrades in our Flat Linen plants outside UK to accommodate the significant contract gains, technology investments in Cleanroom and expansion of our plant in the Czech Republic. We remain well invested and have an excellent footprint across the markets we serve. Investment in textiles was £149.9 million (£142.1 million) reflecting a good level of new contract activity. Overall, we expect net capital expenditure to be slightly ahead of depreciation in 2015.
Once again we are pleased with our free cash flow at £122.6 million (£139.4 million), a conversion of 116% of the adjusted profit after tax of the Group. Our management of working capital remains strong having worked on a number of disciplines in our Capital Efficiency programme and was maintained at a similar level notwithstanding the rate of underlying growth in revenue. We have contributed an additional £5 million to the UK pension fund in the year and intend to contribute a similar amount next year. This scheme showed a deficit on a funding basis of approximately £13.0 million following the most recent triennial valuation in 2013. At 31 December 2014, the pension accounting surplus for the group was £1.0 million (£7.1 million surplus at the end of 2013). Net borrowings at 31 December 2014 were £374.4 million (31 December 2013: £389.0 million), reflecting strong cash flow conversion, with dividends paid of £48.8 million and an adverse currency movement of £27.2 million as a result of the retranslation of the US dollar component of our US private placement notes. These have been swapped to Euro, Danish Krone and Swedish Krona, the currencies in which we fund our business and the positive impact of retranslation to these underlying currencies is shown in Derivative Assets on our balance sheet. Acquisitions amounted to £12.4 million in the year, as we entered the UK market for Cleanroom and made a small bolt-on acquisition in Poland.
Overall the Group retains a strong balance sheet with a ratio of net debt to earnings before exceptional items, interest, tax, depreciation and amortisation (EBITDA) of 1.1 times (2013: 1.2 times), compared with a covenant level of not more than three times. We have total private placement notes of £452.0 million on a pro forma basis including the issue we agreed in December, and funded in February 2015. Two US private placements have maturities in May and December 2016, when £83.7 million equivalent is due to be repaid. The Group's bank facilities extend to July 2016 and amount to £399.1 million, of which £255.7 million was undrawn at the year end. We anticipate replacing these facilities in good time prior to their expiry.
We seek to create value by increasing our return on invested capital in line with our strategic objectives: we aim to increase our returns by growing revenues and margins and managing our invested capital by converting our growth to cash. This year we increased our return on invested capital by 60bps from 9.3% last year to 9.9%. Since the announcement of our strategic review in 2010, our return has increased by 250 bps from 7.4%.
The Board is recommending a final dividend of 20.5 pence, which, together with the interim dividend of 9.5 pence paid in October 2014, gives a total of 30 pence, an increase of 7% on last year's level. The final dividend will be paid on 8 May 2015 to shareholders on the register at the close of business on 10 April 2015.
Business Line Performance
Below we report the results for the year ended 31 December 2014 in our Business Line segmentation.
£million | Year to 31 Dec 2014 | Year to 31 Dec 2013 | ||||
| Revenue | Operating Profit* | Operating Margin* % | Revenue | Operating Profit* | Operating Margin* % |
Workwear | 295.3 | 62.3 | 21.1 | 305.8 | 60.5 | 19.8 |
Facility | 237.7 | 61.6 | 25.9 | 243.3 | 62.6 | 25.7 |
UK flat linen | 207.5 | 26.5 | 12.8 | 204.6 | 27.3 | 13.3 |
Total Core Growth | 740.5 | 150.4 | 20.3 | 753.7 | 150.3 | 20.0 |
Flat linen outside UK | 226.6 | 15.7 | 6.9 | 231.2 | 18.2 | 7.9 |
Clinical Solutions and decontamination |
71.5 |
5.5 |
7.7 |
69.3 |
4.5 |
6.5 |
Total Manage for Value | 298.1 | 21.2 | 7.1 | 300.5 | 22.7 | 7.6 |
Central overheads |
| (12.9) |
|
| (14.1) |
|
Total Group | 1,038.6 | 158.7 | 15.3 | 1,054.2 | 158.9 | 15.1 |
* before amortisation of customer contracts
CORE GROWTH
Workwear
Revenue was £295.3 million (£305.8 million), with adjusted operating profit 3% ahead at £62.3 million (£60.5 million). Underlying constant currency growth was 2% for revenue and 8% for adjusted operating profit. The adjusted operating margin increased 130bps to 21.1%. Included in this result is the cost of site closures in the UK of £1.5 million, which are discussed below.
We continue to make excellent progress in delivering the benefits of 'best practice' transfer. A key focus in 2014 has been on using systems and technology to embed the key elements of our standard business model in the areas of sales and service. Our international collection of workwear designs, which is presented using tablet devices by our salesforce, has increased its proportion of sales by 25% since last year, leading to efficiencies both in order processing and lead times for delivery. At the same time, we have improved automation of our customer feedback reporting with closed loop procedures to ensure that the feedback we receive is immediately available for action and the key issues are captured. We have been pleased with the improvements in salesforce efficiency, with an average increase of 5% in new contract sales per field sales person and are targeting further improvements in 2015. Having maintained the level of our salesforce over the last three years to focus on efficiency, we plan to increase the size of our salesforce modestly through 2015 in a number of our territories, but most significantly in Germany, where we intend to build on our success in capturing market share and driving revenue growth well above the rate of local GDP growth.
From the start of 2015 our workwear business in Ireland, which was managed previously on a country basis with its Flat Linen business and was reported as part of Manage for Value, will be managed by our Workwear Business Line team. While still with challenges, this market has stabilised over the last 12 months and with revenue of £20 million and margins well below those for the rest of the Workwear Business Line, we see further opportunity to drive best practice improvements and thereby profitability, in a similar way to the progress we have made in the UK and Germany. We have continued to see our teams in Germany and UK deliver on their improvement plans with a double-digit increase in operating profit and strong margin increase.
In Germany, our revenue growth was 5%, with a number of excellent new contract wins, developing our market share and establishing us further as a competitive force in the market. Our share remains modest in a very fragmented market and we believe that the prospects for further market share gain are good: as a result we will invest to increase our sales-force in 2015.
In the UK, we completed the conversion of our third plant to CL2000 at Fakenham in Norfolk and we are already seeing good productivity improvements similar to those resulting from our early investments in CL2000 in Rainhill and Wakefield. In the first half of the year we closed our Ashton plant and transferred the throughput to Rainhill. We also closed our Leeds plant in September consolidating the volume into Wakefield. The productivity improvements at both Rainhill and Wakefield resulting from 'best practice' initiatives have created the capacity to allow consolidation. The costs of closing Ashton and Leeds of £1.5m have been included in the Business Line results in the year.
Economic activity in our 'best practice' countries, Denmark, Sweden and Holland continued to be slower through the second half of the year. However, we grew profit well in Denmark and Sweden through a combination of new contract wins, particularly in Denmark from customers who are new to our rental model (accounting for almost half of the sales increase) and operational efficiency. We held our position in Holland, despite the fact that this was a more challenging market: we currently expect similar macro economic conditions to continue in 2015. Overall, we achieved good margins in these 'best practice' countries, demonstrating the results of our continued focus on operational efficiency. We were also pleased with the level of new sales in 2014 and having increased efficiency, we plan to increase our sales investment in Denmark and Sweden modestly in 2015 to capture further new sales.
Facility
Revenue at actual rates of exchange was £237.7 million (£243.3 million) and adjusted operating profit at £61.6 million (£62.5 million) was down 2%. The adjusted operating profit margin was 20bps higher than last year at 25.9%. On an underlying constant currency basis excluding acquisitions, revenue grew by an encouraging 7% and adjusted operating profit was up 8%.
As we anticipated, Facility was our fastest growing Business Line and we believe the opportunities for further growth are strong as a large proportion of the markets in which we operate are not yet outsourced. In addition, we have a pipeline of developments to our service lines, which we believe will be of value to many of our existing customers.
We have also improved our approach to sales and service in Mats and Washroom. Mats, which is over half of the sales of the Business Line, has the greater scale and density necessary to deliver higher margins. Our sales mix in Mats improved in 2014 with more sales of higher revenue and margin products; sales of premium mats now account for 64% of total sales and generate 20% higher revenue per mat. In Washroom, sales of our proprietary Berendsen products ('Imagine Line') have increased 12% in 2014 and full service products like air fresheners, which add further profitable services to our basic packages, increased 60%. The number of orders per salesperson increased by 16% and we therefore plan to increase modestly the number of sales people through 2015. While the inclusion of this new resource may in the short term reduce the average efficiency of the sales force, we believe that this will continue to drive the degree of sales penetration in our markets which remain relatively underdeveloped.
Overall we saw a good expansion of our contract base with solid growth in Sweden and Norway, both of which improved margins. Progress continues to be slower in Denmark and Holland but performance improved in the second half as a result of the initiatives taken.
In our emerging Central European markets, we saw double-digit revenue growth and margin improvement and are encouraged by the developments we are seeing as these businesses mature in underdeveloped markets. We invested in the region with a small bolt-on acquisition in Poland and in the second half of the year we commenced the expansion of our plant in the Czech Republic at a cost of £2.5 million doubling capacity, which will be completed in March 2015.
Our Cleanroom business delivered excellent double-digit organic revenue growth and margin improvement, with a strong pipeline of contracts and add-on services to existing customers. In September, we extended our country footprint with the acquisition of Micronclean Newbury, taking us for the first time into the UK market. The business had annual revenues of £6 million and we see a significant opportunity to grow our market position, extend the services we offer to our existing customers and increase productivity through the transfer of 'best practice' from our existing territories.
UK Flat Linen
Revenue was 1% ahead of last year at £207.5 million (£204.6 million) and adjusted operating profit slightly lower at £26.5 million (£27.3 million). The adjusted operating margin was 12.8% (13.3%).
As expected, revenue growth was lower in the second half of the year following the contract churn in Hotels we reported at the end of 2013. This impacted profitability in the half with some disruption in transferring the volumes and also in starting-up our new contract wins. However, underlying volume was strong in Hotels up 3% for the year, and we have been pleased with the new contract wins which we delivered, which were well ahead of 2013. We are driving two new key initiatives in Hotels. In January, we launched our collection of differentiated products and services targeted at various points of the market. We believe this will clarify our pricing, product and service differentiation and this has been well received in the market. In addition we are trialling the use of ultra high frequency chip technology (RFID) for improved tracking and identification of linen. This will assist us and our customers in improving linen utilisation.
In Healthcare, we saw little change in underlying volumes with limited new outsourcing activity, although we believe that increased outsourcing will provide the NHS trusts with opportunities to make good savings. We are working actively with our customers to lower the impact of the contractual price rises in the light of the NHS demand for no inflationary increase on existing contracts. However, we have been successful in generating add-on sales to existing contracts and continue to work on developing our offering for our existing and potential customers.
The further integration of the Hotel and Healthcare businesses we undertook in the first half of 2014 is progressing well and the consolidation of our Chesterfield plant into Leicester and Wednesbury is now complete. In the second half, we sold a site we had previously closed in Rubery at a gain of £0.6 million, with which we were able to offset the cost of the Chesterfield closure in the Business Line results.
MANAGE FOR VALUE
Flat Linen Outside the UK
Revenue in our Flat Linen businesses outside the UK was £226.6 million (£231.2 million) and adjusted operating profit was down to £15.7 million (£18.2 million). On an underlying constant currency basis, revenue grew 3% and adjusted operating profit was down 9%. The adjusted operating margin decreased to 6.9%.
Underlying revenue growth was driven by new contract wins, notably in Scandinavian Hotels where our business has benefited from integrating the management of our Danish and Swedish operations and sharing of 'best practice' which has also benefited our customers. Margins improved in the second half as expected as we completed the commencement of service on these new contracts. Our Healthcare markets remain challenging, however, with a reduction in profits in both Germany and Denmark following an unusually high number of contract renewals, which resulted in some price reductions. As indicated above the workwear business in Ireland will be managed by our Workwear Business Line team from January 2015 as part of our Core Growth opportunities.
Clinical Solutions and Decontamination
Revenue was up 3% at £71.5 million (£69.3 million) with adjusted operating profit up 22% at £5.5 million (£4.5 million).
We saw good revenue growth in our decontamination business with new volume from existing contracts and the start-up of a significant new contract. Our service levels are strong and we are discussing our service offering with a number of potential new customers to utilise available capacity at our existing sites. We are pleased to report that, while there is more progress to be made, some parts of the business recorded a small profit for the first time in 2014. We ended the year well with good sales of consumables and steady growth in our reusable textiles.
Summary and Outlook for the Group
We delivered a good operational performance in the year, reflecting continued momentum towards achieving our strategic objectives. Our reported results were impacted adversely by currency translation and, although we see this persisting, the Board expects to achieve a further year of good underlying progress in 2015.
Consolidated income statement
For the year ended 31 December 2014 | Notes | Year to31 December2014£m | Year to31 December2013£m |
Revenue | 2 | 1,038.6 | 1,054.2 |
Cost of sales |
| (517.7) | (523.1) |
Gross profit |
| 520.9 | 531.1 |
Other income |
| 4.3 | 3.3 |
Distribution costs |
| (193.3) | (195.8) |
Administrative expenses |
| (168.5) | (174.6) |
Other operating expenses |
| (26.2) | (29.0) |
Operating profit | 2 | 137.2 | 135.0 |
Analysed as: |
|
|
|
Operating profit before exceptional items and amortisation of customer contracts | 2 | 158.7 | 158.9 |
Exceptional items | 4 | - | 1.8 |
Amortisation of customer contracts | 9 | (21.5) | (25.7) |
Operating profit |
| 137.2 | 135.0 |
Finance costs | 3 | (23.1) | (25.0) |
Finance income | 3 | 2.9 | 2.4 |
Profit before taxation |
| 117.0 | 112.4 |
Taxation | 5 | (27.1) | (27.2) |
Profit for the year |
| 89.9 | 85.2 |
Analysed as: |
|
|
|
Profit attributable to non-controlling interest |
| 0.3 | 0.5 |
Profit attributable to owners of parent company |
| 89.6 | 84.7 |
Earnings per share expressed in pence per share |
|
|
|
- Basic | 7 | 52.6 | 49.8 |
- Diluted | 7 | 52.4 | 49.6 |
Consolidated statement of comprehensive income
For the year ended 31 December 2014 | Notes | Year to31 December2014£m | Year to31 December2013£m |
Profit for the year |
| 89.9 | 85.2 |
Other comprehensive income: |
|
|
|
Items that may be subsequently reclassified into profit or loss: |
|
|
|
Currency translation differences |
| (46.9) | (15.3) |
(Loss)/gain on cash flow hedges |
| (4.9) | 2.3 |
|
| (51.8) | (13.0) |
Items that cannot be subsequently reclassified into profit or loss: |
|
|
|
Actuarial (losses)/gains |
| (12.5) | 16.7 |
Other comprehensive income for the year, net of tax |
| (64.3) | 3.7 |
Total comprehensive income for the year |
| 25.6 | 88.9 |
Attributable to: |
|
|
|
Non-controlling interest |
| - | 0.7 |
Owners of parent company |
| 25.6 | 88.2 |
Items in the statement above are disclosed net of tax. The tax relating to each component of other comprehensive income is disclosed in note 5.
Consolidated balance sheet
As at 31 December 2014 | Notes | As at31 December2014£m | As at31 December2013£m |
Assets |
|
|
|
Intangible assets: |
|
|
|
- Goodwill | 8 | 390.2 | 423.4 |
- Other intangible assets | 9 | 37.1 | 50.5 |
Property, plant and equipment | 10 | 491.2 | 508.0 |
Deferred tax assets |
| 8.1 | 13.6 |
Derivative financial instruments | 12 | 40.4 | 21.1 |
Pension scheme surplus | 18 | 35.7 | 38.2 |
Total non-current assets |
| 1,002.7 | 1,054.8 |
Assets classified as held for sale |
| 0.2 | 2.5 |
Inventories |
| 39.3 | 34.7 |
Income tax receivable |
| 1.3 | 3.3 |
Derivative financial instruments | 12 | 0.1 | 1.8 |
Trade and other receivables |
| 163.5 | 165.6 |
Cash and cash equivalents |
| 96.9 | 89.2 |
Total current assets |
| 301.3 | 297.1 |
Liabilities |
|
|
|
Borrowings | 11 | (2.5) | (32.7) |
Derivative financial instruments | 12 | (0.6) | (6.9) |
Income tax payable |
| (12.5) | (12.7) |
Trade and other payables |
| (200.3) | (195.8) |
Provisions | 14 | (3.1) | (2.9) |
Total current liabilities |
| (219.0) | (251.0) |
Net current assets |
| 82.3 | 46.1 |
Borrowings | 11 | (468.8) | (445.5) |
Derivative financial instruments | 12 | (17.3) | (33.2) |
Pension scheme deficits | 18 | (34.7) | (31.1) |
Deferred tax liabilities |
| (57.6) | (55.6) |
Trade and other payables |
| (1.2) | (1.5) |
Provisions | 14 | - | (2.5) |
Total non-current liabilities |
| (579.6) | (569.4) |
Net assets |
| 505.4 | 531.5 |
Equity |
|
|
|
Share capital |
| 51.8 | 51.8 |
Share premium |
| 99.4 | 99.2 |
Other reserves |
| (2.4) | 2.5 |
Capital redemption reserve |
| 150.9 | 150.9 |
Retained earnings |
| 200.5 | 221.8 |
Total equity attributable to shareholders of the company |
| 500.2 | 526.2 |
Non-controlling interest |
| 5.2 | 5.3 |
Total equity |
| 505.4 | 531.5 |
Consolidated cash flow statement
For the year ended 31 December 2014 | Notes | Year to31 December2014£m | Year to31 December2013£m |
Cash flows from operating activities |
|
|
|
Cash generated from operations | 15 | 332.5 | 345.2 |
Interest paid |
| (22.2) | (24.4) |
Interest received |
| 2.9 | 2.4 |
Income tax paid |
| (18.2) | (21.8) |
Net cash generated from operating activities |
| 295.0 | 301.4 |
Cash flows from investing activities |
|
|
|
Acquisition of subsidiaries, net of cash acquired | 17 | (12.4) | (2.7) |
Purchases of property, plant and equipment | 10 | (183.2) | (169.6) |
Proceeds from the sale of property, plant and equipment | 15 | 10.4 | 6.2 |
Purchases of intangible assets | 9 | (4.6) | (3.6) |
Net cash used in investing activities |
| (189.8) | (169.7) |
Cash flows from financing activities |
|
|
|
Net proceeds from issue of ordinary share capital |
| 0.2 | 0.9 |
Purchase of own shares by the Employee Benefit Trust |
| (11.2) | (12.2) |
Drawdown of borrowings |
| 130.1 | 25.0 |
Repayment of borrowings |
| (146.6) | (77.9) |
Repayment of finance leases/hire purchase liabilities |
| (2.7) | (3.4) |
Dividends paid to company's shareholders | 6 | (48.8) | (44.8) |
Dividends paid to non-controlling interest |
| (0.1) | (0.1) |
Net cash used in financing activities |
| (79.1) | (112.5) |
Net increase in cash | 16 | 26.1 | 19.2 |
Cash and cash equivalents at beginning of year |
| 89.2 | 73.7 |
Exchange losses on cash |
| (18.4) | (3.7) |
Cash and cash equivalents at end of year |
| 96.9 | 89.2 |
Free cash flow | 15 | 122.6 | 139.4 |
Consolidated statement of changes in equity
| Attributable to shareholders of the company |
|
| ||||||
| Sharecapital£m | Sharepremium£m | Otherreserves£m | Capitalredemptionreserve£m | Retainedearnings£m | Total£m | Non-controllinginterest£m | Totalequity£m | |
At 1 January 2013 | 51.7 | 98.4 | 0.2 | 150.9 | 188.0 | 489.2 | 4.7 | 493.9 | |
Comprehensive income: |
|
|
|
|
|
|
|
| |
Profit for the year | - | - | - | - | 84.7 | 84.7 | 0.5 | 85.2 | |
Other comprehensive income: |
|
|
|
|
|
|
|
| |
Actuarial gains | - | - | - | - | 20.9 | 20.9 | - | 20.9 | |
Cash flow hedges | - | - | 2.9 | - | - | 2.9 | - | 2.9 | |
Currency translation | - | - | - | - | (19.8) | (19.8) | 0.2 | (19.6) | |
Tax on items taken to equity | - | - | (0.6) | - | 0.1 | (0.5) | - | (0.5) | |
Total other comprehensive income | - | - | 2.3 | - | 1.2 | 3.5 | 0.2 | 3.7 | |
Total comprehensive income | - | - | 2.3 | - | 85.9 | 88.2 | 0.7 | 88.9 | |
Transactions with owners: |
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|
| |
Issue of share capital in respect of share option schemes | 0.1 | 0.8 | - | - | - | 0.9 | - | 0.9 | |
Purchase of own shares by the Employee Benefit Trust | - | - | - | - | (12.2) | (12.2) | - | (12.2) | |
Dividends (note 6) | - | - | - | - | (44.8) | (44.8) | (0.1) | (44.9) | |
Value of employee service in respect of share option schemes and share awards | - | - | - | - | 4.9 | 4.9 | - | 4.9 | |
Total transactions with owners | 0.1 | 0.8 | - | - | (52.1) | (51.2) | (0.1) | (51.3) | |
At 31 December 2013 | 51.8 | 99.2 | 2.5 | 150.9 | 221.8 | 526.2 | 5.3 | 531.5 | |
| Attributable to shareholders of the company |
|
|
| ||||
| Sharecapital£m | Sharepremium£m | Otherreserves£m | Capitalredemptionreserve£m | Retainedearnings£m | Total£m | Non-controllinginterest£m | Totalequity£m |
At 1 January 2014 | 51.8 | 99.2 | 2.5 | 150.9 | 221.8 | 526.2 | 5.3 | 531.5 |
Comprehensive income: |
|
|
|
|
|
|
|
|
Profit for the year | - | - | - | - | 89.6 | 89.6 | 0.3 | 89.9 |
Other comprehensive income: |
|
|
|
|
|
|
|
|
Actuarial losses | - | - | - | - | (16.5) | (16.5) | - | (16.5) |
Cash flow hedges | - | - | (6.2) | - | - | (6.2) | - | (6.2) |
Currency translation | - | - | - | - | (36.7) | (36.7) | (0.3) | (37.0) |
Tax on items taken to equity | - | - | 1.3 | - | (5.9) | (4.6) | - | (4.6) |
Total other comprehensive income | - | - | (4.9) | - | (59.1) | (64.0) | (0.3) | (64.3) |
Total comprehensive income | - | - | (4.9) | - | 30.5 | 25.6 | - | 25.6 |
Transactions with owners: |
|
|
|
|
|
|
|
|
Issue of share capital in respect of share option schemes | - | 0.2 | - | - | - | 0.2 | - | 0.2 |
Purchase of own shares by the Employee Benefit Trust | - | - | - | - | (10.5) | (10.5) | - | (10.5) |
Dividends (note 6) | - | - | - | - | (48.8) | (48.8) | (0.1) | (48.9) |
Value of employee service in respect of share option schemes and share awards | - | - | - | - | 7.5 | 7.5 | - | 7.5 |
Total transactions with owners | - | 0.2 | - | - | (51.8) | (51.6) | (0.1) | (51.7) |
At 31 December 2014 | 51.8 | 99.4 | (2.4) | 150.9 | 200.5 | 500.2 | 5.2 | 505.4 |
The group has an Employee Benefit Trust to administer share plans and to acquire company shares, using funds contributed by the group, to meet commitments to group employees. At 31 December 2014, the Trust held 1,870,186 (2013: 2,798,134) shares.
Included within retained earnings is an amount of £17.9 million loss (2013: £18.8 million gain) which relates to currency translation.
Notes to the consolidated financial statements
1 Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU), IFRSIC Interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention, as modified by available-for-sale financial assets, and financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
The Berendsen plc's Report and Accounts 2014 (the "Annual Report") will be posted to shareholders on 16 March 2015. The Annual Report will also be made available on the company's website, www.berendsen.com, from 16 March 2015. The financial information set out herein does not constitute the company's statutory accounts for the year ended 31 December 2014 but is derived from those financial statements and the accompanying directors' report. The statutory accounts for 2014 will be delivered to the Registrar of Companies following the Company's Annual General Meeting which will be held on 30 April 2015. The auditors have reported on the company's statutory accounts; the report was unqualified and did not contain statements under Section 498 (2) or (3) of the Companies Act 2006.
The comparative figures for the year ended 31st December 2013 are not the financial statements for the financial year but are derived from those accounts which have been reported on by the group's auditors and delivered to the Registrar of Companies. The report was unqualified and did not contain statements under Section 237 (2) or (3) of the Companies Act 1985.
2 Segmental information
The results for the year ended 31 December 2014 under the business line structure are as follows:
| Core Growth | Manage for Value | Unallocated£m | Group£m | |||||
| Workwear £m | Facility£m | UK Flat Linen£m | Total Core Growth£m | Flat Linen outside UK£m | Clinical Solutions and Decontamination£m | Total Manage for Value£m | ||
Total segment revenue | 323.5 | 238.4 | 207.5 | 769.4 | 229.2 | 75.0 | 304.2 | - | 1,073.6 |
Inter-segment revenue | (28.2) | (0.7) | - | (28.9) | (2.6) | (3.5) | (6.1) | - | (35.0) |
Revenue from external customers | 295.3 | 237.7 | 207.5 | 740.5 | 226.6 | 71.5 | 298.1 | - | 1,038.6 |
Operating profit before exceptional items and amortisation of customer contracts | 62.3 | 61.6 | 26.5 | 150.4 | 15.7 | 5.5 | 21.2 | (12.9) | 158.7 |
Exceptional items | - | - | - | - | - | - | - | - | - |
Amortisation of customer contracts | (1.1) | (20.1) | - | (21.2) | (0.1) | (0.1) | (0.2) | (0.1) | (21.5) |
Segment result | 61.2 | 41.5 | 26.5 | 129.2 | 15.6 | 5.4 | 21.0 | (13.0) | 137.2 |
Net finance costs |
|
|
|
|
|
|
|
| (20.2) |
Profit before taxation |
|
|
|
|
|
|
|
| 117.0 |
Taxation |
|
|
|
|
|
|
|
| (27.1) |
Profit for the year |
|
|
|
|
|
|
|
| 89.9 |
Profit attributable to non-controlling interest |
|
|
|
|
|
|
|
| 0.3 |
Profit attributable to owners of parent company |
|
|
|
|
|
|
|
| 89.6 |
Capital expenditure | 63.6 | 49.2 | 41.3 | 154.1 | 46.3 | 3.5 | 49.8 | 0.5 | 204.4 |
Depreciation (note 10) | 58.3 | 29.2 | 38.5 | 126.0 | 41.8 | 4.5 | 46.3 | 0.3 | 172.6 |
Amortisation (note 9) | 2.9 | 20.8 | 1.4 | 25.1 | 0.7 | 0.3 | 1.0 | 0.2 | 26.3 |
Unallocated costs includes group marketing and communication functions.
Capital expenditure comprises additions to property, plant and equipment and intangible assets, including additions resulting from acquisitions through business combinations.
Sales between operating segments are carried out at arms-length. The company is domiciled in the UK.
The results for the year ended 31 December 2013 under the business line structure are as follows:
| Core Growth | Manage for Value |
|
| |||||
| Workwear £m | Facility£m | UK Flat Linen£m | Total Core Growth£m | Flat Linen outside UK£m | Clinical Solutions and Decontamination£m | Total Manage for Value£m | Unallocated£m | Group £m |
Total segment revenue | 332.2 | 243.9 | 204.6 | 780.7 | 233.4 | 71.9 | 305.3 | - | 1,086.0 |
Inter-segment revenue | (26.4) | (0.6) | - | (27.0) | (2.2) | (2.6) | (4.8) | - | (31.8) |
Revenue from external customers | 305.8 | 243.3 | 204.6 | 753.7 | 231.2 | 69.3 | 300.5 | - | 1,054.2 |
Operating profit before exceptional items and amortisation of customer contracts | 60.5 | 62.5 | 27.3 | 150.3 | 18.2 | 4.5 | 22.7 | (14.1) | 158.9 |
Exceptional items | - | - | - | - | - | 1.8 | 1.8 | - | 1.8 |
Amortisation of customer contracts | (3.1) | (21.9) | (0.1) | (25.1) | (0.1) | (0.3) | (0.4) | (0.2) | (25.7) |
Segment result | 57.4 | 40.6 | 27.2 | 125.2 | 18.1 | 6.0 | 24.1 | (14.3) | 135.0 |
Net finance costs | - | - | - | - | - | - | - | - | (22.6) |
Profit before taxation | - | - | - | - | - | - | - | - | 112.4 |
Taxation | - | - | - | - | - | - | - | - | (27.2) |
Profit for the year | - | - | - | - | - | - | - | - | 85.2 |
Profit attributable to non-controlling interest | - | - | - | - | - | - | - | - | 0.5 |
Profit attributable to owners of parent company | - | - | - | - | - | - | - | - | 84.7 |
Capital expenditure | 60.2 | 31.6 | 40.3 | 132.1 | 40.6 | 3.6 | 44.2 | 0.5 | 176.8 |
Depreciation (note 10) | 61.7 | 30.0 | 36.2 | 127.9 | 40.5 | 4.2 | 44.7 | 0.5 | 173.1 |
Amortisation (note 9) | 4.7 | 22.7 | 1.7 | 29.1 | 0.8 | 0.7 | 1.5 | 0.2 | 30.8 |
The segment assets and liabilities at 31 December 2014 under the business line structure are as follows:
| Core Growth | Manage for Value | Unallocated£m | Group£m | |||||
| Workwear £m | Facility£m | UK Flat Linen£m | Total Core Growth £m | Flat Linen outside UK £m | Clinical Solutions and Decontamination £m | Total Manage for Value £m | ||
Operating assets | 352.2 | 345.3 | 153.0 | 850.5 | 208.8 | 60.1 | 268.9 | 1.9 | 1,121.3 |
Operating liabilities | (61.2) | (38.8) | (40.2) | (140.2) | (38.7) | (14.9) | (53.6) | (10.8) | (204.6) |
The segment assets and liabilities at 31 December 2013 under the business line structure are as follows:
|
|
|
| Core Growth |
|
| Manage for Value |
|
| ||
| Workwear £m | Facility£m | UK Flat Linen£m | Total Core Growth £m | Flat Linen outside UK£m | Clinical Solutions and Decontamination £m | Total Manage for Value £m | Unallocated£m | Group£m | ||
Operating assets | 382.6 | 353.1 | 153.5 | 889.2 | 230.6 | 61.1 | 291.7 | 1.3 | 1,182.2 | ||
Operating liabilities | (63.5) | (39.4) | (37.1) | (140.0) | (37.1) | (15.3) | (52.4) | (10.3) | (202.7) | ||
Business line operating assets consist primarily of property, plant and equipment, intangible assets, inventories and trade and other receivables.
Business line operating liabilities consist primarily of trade and other payables and provisions.
Unallocated assets include operating assets relating to corporate segments.
Unallocated liabilities include operating liabilities for corporate segments.
| Year to31 December2014£m | Year to31 December2013£m |
Analysis of external revenue by category: |
|
|
Sale of goods | 41.8 | 42.2 |
Provision of services | 996.8 | 1,012.0 |
| 1,038.6 | 1,054.2 |
Analysis of external revenue by country: |
|
|
UK | 391.8 | 389.4 |
Sweden | 159.1 | 163.0 |
Germany | 135.2 | 140.5 |
Denmark | 133.2 | 136.3 |
Holland | 83.3 | 88.1 |
Norway | 57.2 | 62.0 |
Other | 78.8 | 74.9 |
| 1,038.6 | 1,054.2 |
Analysis of non-current assets other than financial instruments, deferred tax assets and retirement benefit assets by country are: |
|
|
UK | 216.9 | 219.1 |
Sweden | 124.5 | 140.7 |
Germany | 149.0 | 162.2 |
Denmark | 96.2 | 104.1 |
Holland | 41.2 | 47.2 |
Norway | 25.5 | 35.8 |
Other | 265.2 | 272.8 |
| 918.5 | 981.9 |
3 Net finance costs
| Year to31 December2014£m | Year to31 December2013£m |
Interest payable on bank borrowings | (20.7) | (23.1) |
Interest payable on finance leases | (0.1) | (0.1) |
Interest payable on other borrowings | (1.3) | (0.7) |
Amortisation of issue costs of bank loans (note i) | (1.0) | (1.1) |
Fair value loss on interest rate swaps (fair value hedge) | (0.5) | (1.5) |
Fair value adjustment of bank borrowings attributable to interest rate risk | 0.5 | 1.5 |
Finance costs | (23.1) | (25.0) |
Finance income | 2.9 | 2.4 |
Net finance costs | (20.2) | (22.6) |
(i) This relates to loan issue costs arising on the 2011 €510 million Revolving Credit Facility and on the 2006 $250 million, 2009 $259 million and £25 million US Private Placements. The costs have been capitalised and are being amortised over the shortest period of the loans being four years, eight years and seven years respectively.
4 Exceptional items
Included within operating profit is the following item which the group considers to be exceptional:
| Year to31 December2014£m | Year to31 December2013£m |
Release of onerous contract provision | - | 1.8 |
Total | - | 1.8 |
There were no exceptional items in 2014 (2013: income £1.8 million).
5 Taxation
| Year to31 December2014£m | Year to31 December2013£m |
Analysis of tax charge for the year |
|
|
Current tax: |
|
|
Tax on profits for the current year | 23.5 | 22.6 |
Adjustments in respect of previous years | 0.7 | 2.5 |
| 24.2 | 25.1 |
Deferred tax: |
|
|
Origination and reversal of temporary differences | 4.5 | 3.6 |
Changes in statutory tax rates | (0.5) | (0.9) |
Adjustments in respect of previous years | (1.1) | (0.6) |
| 2.9 | 2.1 |
Total tax charge | 27.1 | 27.2 |
The amount of overseas tax included in the total tax charge is £23.8 million (2013: £22.0 million).
The tax charge for the year is different from the effective UK statutory rate of 21.5% (2013: 23.25%). The difference is explained below:
| Year to31 December2014£m | Year to31 December2013£m |
Profit before taxation | 117.0 | 112.4 |
Multiplied by the effective rate of corporation tax in the UK of 21.5% (2013: 23.25%) | 25.2 | 26.1 |
Effects of: |
|
|
Items not deductible for tax purposes | 0.7 | 0.9 |
Non-taxable income | (1.0) | (0.7) |
Taxable profit different to profit on disposal of assets | (0.2) | - |
Overseas tax rate differences | 2.2 | 0.4 |
Changes in statutory tax rates | (0.5) | (0.9) |
Unrecognised tax gains/(losses) | 0.2 | 0.1 |
Other | 0.9 | 0.7 |
Adjustment in respect of prior years | (0.4) | 0.6 |
Total tax charge | 27.1 | 27.2 |
The main rate of corporation tax as at 31 December 2014 was 21%. Legislation to reduce the main rate of corporation tax to 20% was substantively enacted on 2 July 2013 and is effective from 1 April 2015.
The tax (charge) relating to components of other comprehensive income and equity is as follows:
| Year to31 December2014£m | Year to31 December2013£m |
Currency translation differences | (9.9) | 4.3 |
Actuarial losses/(gains) | 4.0 | (4.2) |
Cash flow hedges | 1.3 | (0.6) |
Total (charged) to comprehensive income | (4.6) | (0.5) |
Tax credit/(charged) relating to share-based payments | 1.9 | (0.6) |
Total (charged) to equity | (2.7) | (1.1) |
Analysed as: |
|
|
Current tax | 3.3 | 0.2 |
Deferred tax | (6.0) | (1.3) |
| (2.7) | (1.1) |
6 Dividends
| Year to31 December2014£m | Year to31 December2013£m |
Equity dividends paid during the year |
|
|
Final dividend for the year ended 31 December 2013 of 19.2 pence per share (2012: 17.5 pence) | 32.6 | 29.8 |
Interim dividend for the year ended 31 December 2014 of 9.5 pence per share (2013: 8.8 pence) | 16.2 | 15.0 |
| 48.8 | 44.8 |
Proposed final equity dividend for approval at the AGM |
|
|
Proposed final dividend for the year ended 31 December 2014 of 20.5 pence per share (2013: 19.2 pence) | 35.0 | 32.8 |
The directors recommend a final dividend for the financial year ended 31 December 2014 of 20.5 pence per ordinary share to be paid on 8 May 2015 to shareholders who are on the register at 10 April 2015. This dividend is not reflected in these financial statements as it does not represent a liability at 31 December 2014.
7 Earnings per share
Basic earnings per ordinary share are based on the group profit for the year and a weighted average of 170,250,581 (2013: 170,063,960) ordinary shares in issue during the year.
Diluted earnings per share are based on the group profit for the year and a weighted average of ordinary shares in issue during the year calculated as follows:
| 31 December2014Numberof shares | 31 December2013Numberof shares |
In issue | 170,250,581 | 170,063,960 |
Dilutive potential ordinary shares arising from unexercised share options | 588,063 | 690,404 |
| 170,838,644 | 170,754,364 |
7 Earnings per share continued
An adjusted earnings per ordinary share figure has been presented to eliminate the effects of exceptional items, amortisation of customer contracts and non-recurring tax items. This presentation shows the trend in earnings per ordinary share that is attributable to the underlying trading activities of the total group.
The reconciliation between the basic and adjusted figures for the group is as follows:
| Year to 31 December 2014 | Year to 31 December 2013 | ||
£m | Earningsper sharepence | £m | Earningsper sharepence | |
Profit attributable to owners of parent companyfor basic earnings per share calculation | 89.6 | 52.6 | 84.7 | 49.8 |
Onerous contract provision release (after taxation) | - | - | (1.4) | (0.8) |
Amortisation of customer contracts (after taxation) | 16.6 | 9.8 | 19.3 | 11.3 |
Impact of tax rate reductions: UK and Denmark | (0.5) | (0.3) | (0.9) | (0.5) |
Adjusted earnings | 105.7 | 62.1 | 101.7 | 59.8 |
Diluted basic earnings |
| 52.4 | - | 49.6 |
Diluted adjusted earnings |
| 61.9 | - | 59.6 |
8 Goodwill
| 2014£m | 2013£m |
Cost |
|
|
At 1 January | 496.4 | 496.8 |
Acquisitions (note 17) | - | 0.4 |
Currency translation | (36.4) | (0.8) |
At 31 December | 460.0 | 496.4 |
Accumulated amortisation and impairment |
|
|
At 1 January | 73.0 | 72.8 |
Currency translation | (3.2) | 0.2 |
At 31 December | 69.8 | 73.0 |
Net book amount at 31 December | 390.2 | 423.4 |
Composition of CGUs
The group's business lines are managed and controlled at the operating segment level and each of the operating segments has their own dedicated management team. The internal group reporting reflects this business line structure. Management monitor goodwill at operating segment level and goodwill has been allocated on this basis. Goodwill that is specific to a particular operating segment has been included in the operating segment directly. All other goodwill has been reallocated to the appropriate operating segments prospectively using the three-year average forecast operating cash flow of the time of the change of composition of CGUs in 2012.
Under the existing business line structure, we have 23 CGUs which represents the smallest identifiable group of assets that generates independent cash flow from other groups of assets. For the purpose of a goodwill impairment review, acquired goodwill has been allocated to nine groups of CGUs being the operating segments. The operating segments are Workwear, Facilities, UK Flat Linen, Scandinavian Flat Linen, Germany & Austria Healthcare, Ireland, Direct Sales, Clinical Solutions and Decontamination.
8 Goodwill continued
For reporting purposes, the goodwill has been allocated to the operating segments as outlined below.
| 2014 | 2013 | ||
| Impairment charge£m | Net book amount of goodwill£m | Impairmentcharge£m | Net book amount of goodwill£m |
Core Growth: |
|
|
|
|
Workwear | - | 144.9 | - | 157.7 |
Facility | - | 160.4 | - | 175.9 |
UK Flat Linen | - | 19.9 | - | 19.9 |
Manage for Value: |
|
|
|
|
Scandinavian Flat Linen | - | 37.5 | - | 41.3 |
Germany and Austria Healthcare | - | 6.8 | - | 7.8 |
Ireland | - | 2.2 | - | 2.3 |
Direct Sales | - | 4.5 | - | 4.5 |
Clinical Solutions | - | 14.0 | - | 14.0 |
Decontamination | - | - | - | - |
Total | - | 390.2 | - | 423.4 |
Impairment testing of goodwill
The group reviews at each reporting date whether there is an indication that any of the CGU that contains the operating assets may be impaired in accordance with IAS 36 'Impairment of assets'. An annual goodwill impairment test is then carried out by comparing the carrying amount of the group of CGUs to which the goodwill relates to its recoverable amount. The recoverable amount of each operating segment is based on value-in-use
calculations which management develop from forecast cash flows based on past performance, market data and its expectation of future market development. These calculations require the use of estimates and the pre-tax cash flow projections are based on the group's current three-year strategic plan. Cash flows beyond the three-year period have been extrapolated using an estimated growth rate of 2% (2013: 2%) and are appropriate because these are long-term businesses. The growth rate of 2% (2013: 2%) does not exceed long-term GDP estimates for countries that the group operates within. The main assumptions on which forecast cash flows have been based are revenue, operating margin and cash growth. Projected cash flows have been discounted using pre-tax discount rates of 11% (2013: 11%). The discount rates reflect market assumptions for the Risk Free-rates and Equity Risk Premiums and also take into account the net cost of debt. No reasonably foreseeable change in these assumptions would cause an impairment.
The annual impairment testing carried out in the current year showed that the recoverable amount for all groups of CGUs to which goodwill is allocated exceeded the carrying amount of the groups of CGUs.
For Germany and Austria Healthcare the recoverable amount calculated based upon value in use exceeded the carrying value of goodwill by 11% (2013: 51%), reflecting the growth and margin pressures that have been faced by this Business Line in 2014 and which are expected to improve only modestly as part of the group's 3 year strategic plan. The key assumptions used for the value in use calculation are:
· Modest revenue growth, on alike for like basis in excess of the long-term growth rate for each of the next 3 years
· Continued margin improvement to higher single digits over the next 3 years
· More than 100% of profit converting to operating cash flow over the 3 year period
If any of the above conditions are not met then impairment of the carrying value of the goodwill within this Business Line may become necessary.
9 Other intangible assets
| Computersoftware£m | Intellectualpropertyrights£m | Customercontracts£m | Total£m |
Cost |
|
|
|
|
At 1 January 2014 | 40.3 | 1.4 | 189.0 | 230.7 |
Acquisitions (note 17) | - | - | 11.0 | 11.0 |
Additions at cost | 4.5 | - | 0.1 | 4.6 |
Disposals | (0.1) | - | - | (0.1) |
Reclassified from plant and machinery | 0.2 | - | - | 0.2 |
Currency translation | (2.0) | - | (15.3) | (17.3) |
At 31 December 2014 | 42.9 | 1.4 | 184.8 | 229.1 |
Accumulated depreciation |
|
|
|
|
At 1 January 2014 | 30.2 | 1.4 | 148.6 | 180.2 |
Charge for the year | 4.8 | - | 21.5 | 26.3 |
Disposals | (0.1) | - | - | (0.1) |
Currency translation | (1.7) | - | (12.7) | (14.4) |
At 31 December 2014 | 33.2 | 1.4 | 157.4 | 192.0 |
Net book amount at 31 December 2014 | 9.7 | - | 27.4 | 37.1 |
Net book amount at 31 December 2013 | 10.1 | - | 40.4 | 50.5 |
| Computersoftware£m | Intellectualpropertyrights£m | Customercontracts£m | Total£m |
Cost |
|
|
|
|
At 1 January 2013 | 40.6 | 1.4 | 191.5 | 233.5 |
Acquisitions | - | - | 1.0 | 1.0 |
Additions at cost | 3.6 | - | - | 3.6 |
Disposals | (4.1) | - | - | (4.1) |
Currency translation | 0.2 | - | (3.5) | (3.3) |
At 31 December 2013 | 40.3 | 1.4 | 189.0 | 230.7 |
Accumulated depreciation |
|
|
|
|
At 1 January 2013 | 29.1 | 1.4 | 126.0 | 156.5 |
Charge for the year | 5.1 | - | 25.7 | 30.8 |
Disposals | (4.1) | - | - | (4.1) |
Currency translation | 0.1 | - | (3.1) | (3.0) |
At 31 December 2013 | 30.2 | 1.4 | 148.6 | 180.2 |
Net book amount at 31 December 2013 | 10.1 | - | 40.4 | 50.5 |
Net book amount at 31 December 2012 | 11.5 | - | 65.5 | 77.0 |
All amortisation charges have been charged through other operating expenses.
10 Property, plant and equipment
| Land and buildings £m | Plant andmachinery£m | Textileassets and washroom equipment£m | Total£m |
Cost |
|
|
|
|
At 1 January 2014 | 249.1 | 482.1 | 660.8 | 1,392.0 |
Additions at cost | 4.8 | 30.7 | 149.9 | 185.4 |
Acquisitions (note 17) | 1.7 | 0.1 | 1.6 | 3.4 |
Disposals | (1.6) | (21.8) | (86.8) | (110.2) |
Reclassified to computer software | - | (0.2) | - | (0.2) |
Currency translation | (15.3) | (28.1) | (40.5) | (83.9) |
At 31 December 2014 | 238.7 | 462.8 | 685.0 | 1,386.5 |
Accumulated depreciation |
|
|
|
|
At 1 January 2014 | 105.9 | 341.5 | 436.6 | 884.0 |
Charge for the year | 7.4 | 31.1 | 134.1 | 172.6 |
Disposals | (0.5) | (18.6) | (86.1) | (105.2) |
Currency translation | (7.5) | (20.4) | (28.2) | (56.1) |
At 31 December 2014 | 105.3 | 333.6 | 456.4 | 895.3 |
Net book amount at 31 December 2014 | 133.4 | 129.2 | 228.6 | 491.2 |
Net book amount at 31 December 2013 | 143.2 | 140.6 | 224.2 | 508.0 |
| 2014£m | 2013£m |
Plant and machinery net book value includes: |
|
|
Assets held under finance leases | 5.3 | 6.4 |
Finance lease additions | 2.2 | 2.9 |
Split of depreciation: |
|
|
Owned assets | (170.0) | (170.1) |
Leased assets | (2.6) | (3.0) |
| (172.6) | (173.1) |
| Land and buildings £m | Plant andmachinery£m | Textileassets and washroom equipment£m | Total£m |
Cost |
|
|
|
|
At 1 January 2013 | 249.0 | 500.7 | 626.7 | 1,376.4 |
Additions at cost | 1.7 | 28.7 | 142.1 | 172.5 |
Acquisitions | (0.4)* | 0.1 | - | (0.3) |
Disposals | (1.2) | (48.0) | (111.8) | (161.0) |
Reclassified to assets held for sale | (1.2) | - | - | (1.2) |
Currency translation | 1.2 | 0.6 | 3.8 | 5.6 |
At 31 December 2013 | 249.1 | 482.1 | 660.8 | 1,392.0 |
Accumulated depreciation |
|
|
|
|
At 1 January 2013 | 97.9 | 353.5 | 411.3 | 862.7 |
Charge for the year | 7.9 | 34.1 | 131.1 | 173.1 |
Disposals | (0.4) | (47.1) | (109.3) | (156.8) |
Reclassified to assets held for sale | (0.1) | - | - | (0.1) |
Currency translation | 0.6 | 1.0 | 3.5 | 5.1 |
At 31 December 2013 | 105.9 | 341.5 | 436.6 | 884.0 |
Net book amount at 31 December 2013 | 143.2 | 140.6 | 224.2 | 508.0 |
Net book amount at 31 December 2012 | 151.1 | 147.2 | 215.4 | 513.7 |
*During the year a revision to the fair value of land and buildings acquired as a result of acquisitions made in 2012 resulted in a reduction in the value of assets acquired by £0.4 million and a related increase in the value of goodwill arising on acquisition.
11 Borrowings
Current | As at31 December2014£m | As at31 December2013£m |
Bank loans - unsecured | 1.2 | 30.8 |
Finance lease obligations | 1.3 | 1.9 |
| 2.5 | 32.7 |
Non-current | As at31 December2014£m | As at31 December2013£m |
Private Placement notes - unsecured | 320.5 | 334.2 |
Bank loans - unsecured | 144.0 | 106.5 |
| 464.5 | 440.7 |
Finance lease obligations | 4.3 | 4.8 |
| 468.8 | 445.5 |
Bank loans are denominated in a number of currencies and bear interest based on LIBOR or foreign equivalents appropriate to the currency in which the borrowing is incurred together with a margin as appropriate.
The effective interest rates (EIR) for the group's bank borrowings (including interest rate swaps) by currency at the balance sheet date were as follows:
| As at 31 December 2014 | As at 31 December 2013 | ||
| £m | EIR % | £m | EIR % |
Borrowings under the revolving credit facilities |
|
|
|
|
Euro | 11.0 | 0.94 | 30.0 | 1.19 |
Danish krone | 52.5 | 1.14 | 44.8 | 1.16 |
Swedish krona | 79.8 | 1.11 | 61.3 | 2.05 |
| 143.3 | 1.11 | 136.1 | 1.57 |
Borrowings under the private placement (2006) |
|
|
|
|
Euro | 58.7 | 4.52 | 62.6 | 4.52 |
Danish krone | 13.0 | 4.63 | 49.0 | 1.95 |
Swedish krona | 58.1 | 4.49 | 65.9 | 4.49 |
Currency translation | (1.0) | - | (25.4) | - |
| 128.8 | 4.52 | 152.1 | 3.80 |
Borrowings under the private placement (2009) |
|
|
|
|
Sterling | 25.0 | 5.74 | 25.0 | 5.74 |
Euro | 135.2 | 5.22 | 144.3 | 5.22 |
Currency translation | 31.5 | - | 12.8 | - |
| 191.7 | 5.30 | 182.1 | 5.30 |
Unamortised loan costs | (0.8) | - | (1.8) | - |
Other bank borrowings |
|
|
|
|
Danish krone | 0.6 | 3.45 | 0.5 | 3.45 |
Euro | 0.8 | 5.25 | 2.5 | 5.38 |
Sterling | 1.3 | 1.88 | - | - |
| 465.7 | 3.68 | 471.5 | 3.70 |
11 Borrowings continued
In July 2011, the group refinanced its two existing revolving credit facilities, for £420 million and €200 million to a new revolving credit facility for €535 million. During the year this facility was reduced to €510 million. This facility expires on 15 July 2016.
In December 2009, the group issued private placement notes of US$259 million and £25 million. The US$259 million was immediately swapped into euros.
In May 2006, the group issued private placement notes of US$250 million which were immediately swapped into a basket of Danish krone, Swedish krona and euros. During the year US$50 million private placement notes and the associated Danish krone swap were repaid. For further details of the group's derivative financial instruments against its borrowings see note 12.
The private placement amounts in the table above are stated at the year end exchange rates.
As underlying currencies have been swapped from US dollars via derivative contracts, the group has a gain on financial instruments which is offset by the currency translation loss on the underlying borrowing noted above. The borrowing under the US private placements of £334.2 million reflects the £25 million, the US$459 million translated at the year end sterling to dollar rate and the impact of fair value hedge movement.
As set out in note 21, on 19 February 2015 the group issued further private placement notes to existing US investors.
Fair value of financial assets and liabilities
| As at 31 December 2014 | As at 31 December 2013 | ||
| Book value£m | Fair value£m | Book value£m | Fair value£m |
Long-term borrowings | (468.8) | (496.1) | (445.5) | (475.9) |
Fair value of other financial assets and liabilities |
|
|
|
|
Short-term borrowings | (2.5) | (2.5) | (32.7) | (32.7) |
Trade and other payables | (73.3) | (73.3) | (68.2) | (68.2) |
Trade and other receivables | 129.2 | 129.2 | 131.3 | 131.3 |
Cash at bank and in hand | 96.9 | 96.9 | 89.2 | 89.2 |
The fair value of the group's fixed rate loans are based on available market information at the balance sheet date and are calculated by discounting expected future cash flows using the appropriate yield curve. The book values of floating rate borrowings approximate their fair value.
All financial instruments are in level 2 of the IFRS13 fair value hierarchy. Fair value for financial instruments held at amortised cost has been estimated by discounting cash flows at prevailing interest rates and by applying year end exchange rates.
Maturity of financial liabilities
| As at 31 December 2014 | As at 31 December 2013 | ||||
| Borrowings£m | Finance leases£m | Total£m | Borrowings£m | Finance leases£m | Total£m |
Within one year | 1.2 | 1.3 | 2.5 | 30.8 | 1.9 | 32.7 |
In more than one year but not more than two years | 226.3 | 1.5 | 227.8 | 2.8 | 1.8 | 4.6 |
Over two years but not more thanfive years | 173.1 | 2.8 | 175.9 | 274.0 | 3.0 | 277.0 |
Over five years | 65.1 | - | 65.1 | 163.9 | - | 163.9 |
| 465.7 | 5.6 | 471.3 | 471.5 | 6.7 | 478.2 |
The group has the following undrawn committed borrowing facilities available at 31 December and on which it incurs commitment fees at market rates:
| As at31 December2014£m | As at31 December2013£m |
Expiring in more than one year but not more than two years | 255.7 | 310.5 |
| 255.7 | 310.5 |
The minimum lease payments under finance leases fall due as follows:
| As at31 December2014£m | As at31 December2013£m |
Not later than one year | 1.5 | 2.0 |
Later than one year but not more than five | 4.4 | 4.9 |
| 5.9 | 6.9 |
Future finance charges on finance leases | (0.3) | (0.2) |
Present value of finance lease liabilities | 5.6 | 6.7 |
12 Derivative financial instruments
The derivatives we have used qualify for one or more hedge type designations under IAS 39. The fair values of the group's derivatives have been determined based on available market information at the balance sheet date and the following methodologies:
· The fair value of forward foreign exchange contracts are calculated by discounting the contracted forward values and translating at the balance sheet rates; and
· The fair value of both interest rate swaps and cross-currency interest rate swaps are calculated by discounting expected future principal and interest cash flows derived from appropriate yield curves.
The fair value measurements of the derivatives are classified as Level 2 in the fair value hierarchy as defined by 'Amendments to IFRS 13 Financial Instruments: Disclosure'.
The fair value and the notional amounts by designated hedge type are as follows:
| As at 31 December 2014 | As at 31 December 2013 | ||||
| Assetsfair value£m | Liabilitiesfair value£m | Notional£m | Assetsfair value£m | Liabilitiesfair value£m | Notional£m |
Fair value hedges |
|
|
|
|
|
|
Cross-currency interest rate swaps | - | - | - | 2.1 | - | 30.3 |
| - | - |
| 2.1 | - |
|
Cash flow hedges |
|
|
|
|
|
|
Cross-currency interest rate swaps | 20.1 | - | 295.5 | 11.8 | (2.6) | 278.3 |
Forward foreign exchange contracts | 0.4 | - | 21.9 | - | (0.4) | 5.3 |
| 20.5 | - |
| 11.8 | (3.0) |
|
Net investment hedges |
|
|
|
|
|
|
Cross-currency interest rate swaps | 20.0 | (17.9) | 328.5 | 9.0 | (37.1) | 309.6 |
| 20.0 | (17.9) |
| 9.0 | (37.1) |
|
Total | 40.5 | (17.9) |
| 22.9 | (40.1) |
|
The ineffective portion arising from fair value hedges was £nil (2013: profit of £156,526).
13 Financial risk management
13.1 Financial risk factors
The group's activities expose it to a variety of financial risks: market risk (including currency risk; fair value interest rate risk; cash flow interest rate risk and price risk); credit risk and liquidity risk. The group's overall risk management programmes focus on the unpredictability of financial markets and seek to minimise potential adverse effects on the group's financial performance. The group uses derivative financial instruments to hedge certain risk exposures.
13.2 Fair value estimation
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).
Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
The following table presents the group's financial assets and liabilities that are measured at fair value at 31 December 2014:
| Level 1 | Level 2 | Level 3 | Total |
Assets |
|
|
|
|
Derivatives used for hedging |
|
|
|
|
Cross-currency interest rate swaps | - | 40.1 | - | 40.1 |
Forward foreign exchange contracts | - | 0.4 | - | 0.4 |
Total assets | - | 40.5 | - | 40.5 |
| Level 1 | Level 2 | Level 3 | Total |
Liabilities |
|
|
|
|
Derivatives used for hedging |
|
|
|
|
Cross-currency interest rate swaps | - | (17.9) | - | (17.9) |
Forward foreign exchange contracts | - | - | - | - |
Total liabilities | - | (17.9) | - | (17.9) |
The following table presents the group's assets and liabilities that are measured at fair value at31 December 2013:
| Level 1 | Level 2 | Level 3 | Total |
Assets |
|
|
|
|
Derivatives used for hedging |
|
|
|
|
Cross-currency interest rate swaps | - | 22.9 | - | 22.9 |
Total assets | - | 22.9 | - | 22.9 |
|
|
|
|
|
Liabilities |
|
|
|
|
Derivatives used for hedging |
|
|
|
|
Cross-currency interest rate swaps | - | (39.7) | - | (39.7) |
Forward foreign exchange contracts | - | (0.4) | - | (0.4) |
Total liabilities | - | (40.1) | - | (40.1) |
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. The valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Specific techniques used to value financial instruments include:
· quoted market prices or dealer quotes for similar instruments;
· the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves;
· the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value;
· other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.
14 Provisions
| Restructuring£m | Propertydisposals£m | Onerous contract provision£m | Other£m | Total£m |
At 1 January 2014 | 1.8 | 2.5 | 0.5 | 0.6 | 5.4 |
Charged/(released) in the year | - | (2.0) | (0.3) | 1.4 | (0.9) |
Utilised in the year | (0.8) | (0.4) | - | - | (1.2) |
Currency translation | (0.1) | (0.1) | - | - | (0.2) |
At 31 December 2014 | 0.9 | - | 0.2 | 2.0 | 3.1 |
Represented by: |
|
|
|
|
|
Non-current | - | - | - | - | - |
Current | 0.9 | - | 0.2 | 2.0 | 3.1 |
Restructuring
Restructuring provisions comprise largely of employee termination payments and are not recognised for future operating losses.
Property disposals
The group has outstanding warranties, indemnities and guarantees given previously on a number of properties operated by businesses which have been disposed. The group's exposure to these warranties, guarantees and indemnities is dependent on the ability of the previously disposed businesses to meet their contractual liabilities through counter indemnities in full. Following a review during the year, the group no longer anticipates any exposure under these contractual obligations and as a consequence the provision has been released within administrative expenses during the period.
Onerous contract provision
The group holds a provision for future losses on two decontamination contracts which are considered to be onerous. The release of the provision in 2014 is shown within administrative expenses within the income statement.
Other
Other includes legal provisions arising through legislation of £nil (2013: £0.6 million) and also a provision for the historic environmental clean-up costs at one of its plants in Holland (see also note 19) which the group believes are covered by an indemnity from a third party. The company is currently defending a legal claim to the warranties received for any environmental damage that might have existed when it purchased this site. The company expects to have this warranty confirmed in full and consequently has accounted for the receivable, at fair value, within other debtors. The charge and related income are shown within administrative expenses.
15 Cash flow from operating activities
Reconciliation of operating profit to net cash inflow from operating activities:
Cash generated from operations | Year to31 December2014£m | Year to31 December2013£m |
Profit for the year | 89.9 | 85.2 |
Adjustments for: |
|
|
Taxation | 27.1 | 27.2 |
Amortisation of intangible assets | 26.3 | 30.8 |
Depreciation of property, plant and equipment | 172.6 | 173.1 |
Profit on sale of property, plant and equipment | (3.3) | (2.0) |
Finance income | (2.9) | (2.4) |
Finance costs | 23.1 | 25.0 |
Special pension contribution payments | (5.0) | (5.0) |
Other movements | 4.0 | 3.8 |
Changes in working capital (excluding effect of acquisitions, disposals and exchange differences on consolidation): |
|
|
Inventories | (5.7) | 0.8 |
Trade and other receivables | (5.8) | (1.4) |
Trade and other payables | 14.3 | 12.2 |
Provisions | (2.1) | (2.1) |
Cash generated from operations | 332.5 | 345.2 |
In the cash flow statement, proceeds from sale of property (including assets held for sale), plant and equipment comprise:
| Year to31 December2014£m | Year to31 December2013£m |
Net book amount | 7.1 | 4.2 |
Profit on sale of property, plant and equipment | 3.3 | 2.0 |
Proceeds from sale of property, plant and equipment | 10.4 | 6.2 |
15 Cash flow from operating activities continued
| Year to31 December2014£m | Year to31 December2013£m |
Free cash flow | 122.6 | 139.4 |
Analysis of free cash flow |
|
|
Net cash generated from operating activities | 295.0 | 301.4 |
Add back special pension contribution payments | 5.0 | 5.0 |
Purchases of property, plant and equipment | (183.2) | (169.6) |
Proceeds from the sale of property, plant and equipment | 10.4 | 6.2 |
Purchases of intangible assets | (4.6) | (3.6) |
Free cash flow | 122.6 | 139.4 |
16 Reconciliation of net cash flow to movement in net debt
| Year to31 December2014£m | Year to31 December2013£m |
Increase in cash | 26.1 | 19.2 |
Cash outflow from movement in debt and lease financing | 19.2 | 56.3 |
Decrease in net debt resulting from cash flows | 45.3 | 75.5 |
Net finance leases | (2.2) | (2.9) |
Bank loans and lease obligations acquired with subsidiaries | (1.3) | - |
Currency translation | (27.2) | 2.1 |
Decrease in net debt during the year | 14.6 | 74.7 |
Net debt at beginning of year | (389.0) | (463.7) |
Net debt at end of year | (374.4) | (389.0) |
17 Acquisitions and disposals
Acquisitions
During the year the group acquired Micronclean (Newbury) Ltd, a UK cleanroom business and the trade and assets of a textile maintenance business in Poland. 100% of the share capital of the group's principal acquisition, Micronclean (Newbury) Limited, was acquired on 15 September. This acquisition took the group into the UK cleanroom market for the first time.
Details of the provisional fair values of the assets and liabilities are set out below:
| Micronclean (Newbury) Ltd Provisional fair values£m | Other Acquisitions Provisional fair values£m | TotalProvisional fair values£m |
Intangible assets (note 9) | 8.4 | 2.6 | 11.0 |
Property, plant and equipment (note 10) | 2.9 | 0.5 | 3.4 |
Inventory | 0.6 | - | 0.6 |
Trade and other receivables | 1.6 | - | 1.6 |
Cash and cash equivalents | 0.6 | - | 0.6 |
Bank overdrafts | (0.6) | - | (0.6) |
Trade and other payables | (1.2) | - | (1.2) |
Interest bearing loans and borrowings | (1.3) | - | (1.3) |
Deferred tax liabilities | (1.7) | - | (1.7) |
Net assets acquired | 9.3 | 3.1 | 12.4 |
Goodwill (note 8) | - | - | - |
Consideration | 9.3 | 3.1 | 12.4 |
Consideration satisfied by: |
|
|
|
Cash | 9.3 | 2.8 | 12.1 |
Deferred consideration | - | 0.3 | 0.3 |
| 9.3 | 3.1 | 12.4 |
Acquisition related costs of £0.2 million (2013: £nil) are included in the income statement.
Shown below are the revenues and profit for the year after tax as if the above acquisitions had been made at the beginning of the period. The information is not indicative of the results of operations that would have occurred had the purchase been made at the beginning of the period presented or the future results of the combined operations.
| 2014£m |
Revenue | 8.6 |
Loss after tax | (0.8) |
From the date of acquisition to 31 December 2014, the above acquisitions contributed £2.4 million to revenue and £(0.4) million to profit after tax for the year.
During the year the group paid deferred consideration on previous acquisitions. A reconciliation of the total net cash paid for acquisitions is provided:
| £m |
Cash consideration, net of cash acquired | 12.1 |
Deferred consideration paid for previous acquisitions | 0.3 |
| 12.4 |
18 Pension commitments
Defined contribution schemes
Pension costs for defined contribution schemes are as follows:
| Year to31 December2014£m | Year to31 December2013£m |
Defined contribution schemes | 12.5 | 15.5 |
Defined benefit plans
The group operates a number of defined benefit schemes and unfunded schemes. Of these, the principal schemes are the defined benefit plans in the UK and the unfunded scheme in Sweden.
Within the United Kingdom, the group now operates only the one registered defined benefit pension scheme (Berendsen DB (UK) Retirement Benefits Scheme (formerly known as the Davis Service Group Retirement Benefits Scheme)), following a merger with the one other smaller scheme on 1 February 2013. The triennial valuation of the newly merged scheme at that date requires that, as well as the employer contributions for the 110 active members of the scheme, Berendsen will continue contributions to cover the past service deficit, arising under the technical provisions, of £1.25 million per quarter until August 2015. The level of benefits provided depends on each member's length of scheme membership and salary in the final years leading up to retirement. In the UK plan, the pensions in payment are generally increased by 5% in respect of pre-1 February 1999 membership, and by the retail price index for membership from that date. Benefit payments are made from trustee administered funds. Plan assets are governed by regulations in the UK, as is the nature of the relationship between the group and the trustees and their composition. Responsibility for governance of the plan, including investment decisions and contribution schedules, lies jointly with the company and the trustees. The trustees must comprise of representatives of the company and plan members in accordance with legislation. Overseas, there is a comparatively small defined benefit scheme operated in Ireland.
Along with the scheme in Sweden, further unfunded schemes exist within Germany and Norway. Under all unfunded schemes the group discharges its pension obligations through schemes administered by insurance companies or government agencies.
The overall surplus on the plans is £1.0 million (of which £35.7 million surplus is in respect of the UK plan). There is a deficit of £34.7 million on other funded and unfunded plans, of which £26.6 million relates to Sweden.
Where a defined benefit scheme is administered by an insurance company with a collective of other companies and the insurance company is unable to assess the share of the group's pension obligation, the pension scheme has been accounted for as a defined contribution pension scheme.
| As at31 December2014£m | As at31 December2013£m |
The amounts recognised in the balance sheet are determined as follows: |
|
|
Present value of obligations | (338.1) | (302.2) |
Fair value of plan assets | 339.1 | 309.3 |
Net asset recognised in balance sheet | 1.0 | 7.1 |
Analysed as: |
|
|
Pension scheme surplus | 35.7 | 38.2 |
Pension scheme deficit and unfunded schemes | (34.7) | (31.1) |
| 1.0 | 7.1 |
19 Contingent liabilities
The group operates from a number of laundries across Europe. Some of the sites have operated as laundry sites for many years, and historic environmental liabilities may exist, although the group has indemnities from third parties in respect of a number of sites. The extent of these liabilities and the cover provided by the indemnities are reviewed where appropriate with the relevant third party. The company is currently defending a legal claim to the warranties received for any environmental damage that might have existed when it purchased laundry sites in Sweden. The company expects to have its warranties, which were contractually received in a clear and unequivocal manner, to be confirmed in full. The company does not expect to incur any significant loss in respect of these or any other sites.
20 Related parties
There have been no significant related party transactions in the year ended 31 December 2014 (2013: nil).
21 Post balance sheet events
On 19 February 2015 the group undertook a private placement in the US for DKK 655 million and €80 million repayable in 2025 at an average coupon of 2.1% in order to replace existing long-term borrowings, ahead of maturity, at interest rates which compare favourably to the current USPP borrowings.
22 Principal risks and uncertainties
Risk Sales model fails to deliver the necessary new contract wins to drive targeted organic growth
Potential impact · Reduction in future profitabilityand cash flow. · Failure to deliver targeted growth in revenue.
| Mitigation · Business line organisational structure in place which gives us more focus on growth areas; · Central sales directors for Workwear, Cleanroom, Mats and Washroom and UK Flat Linen (core growth areas). These 'target' local business line sales teams to add focus and speed of response; · Sales director group established to follow up group wide sales development work and improve sales processes; · Pricing network implemented with pricing managers for each business unit, business line and the group; · Commercial terms and pricing education programme in place for managers and frontline personnel across the group; · Reporting system provides monthly progress against business line budgets, including key performance indicators; and · Monthly management accounts distributed to the board include key performance indicators on organic revenue growth, contract gains and customer losses. |
Risk Further economic uncertainty
Potential impact · Reduction in future profitability and cash flow; · Adverse pressure on pricing and margins; · Revenue growth below expectations; and
| Mitigation · Long range plans for business lines to 2017 prepared; · Tight and closely monitored controls over capital expenditure and working capital including capital efficiency review; and · Monitoring of various lead indicators against previous experience, including Hotel and Workwear volumes |
Risk Movements in exchange rates adversely affect the translation of our group results into UK Sterling
Potential impact Unexpected variations in group net earnings.
| Mitigation · Borrowings in currencies to provide hedge against the cash flows of majority of overseas net assets in Euro, DKK and SEK (no exposure to investments in Greece, Italy, Turkey, Spain or Portugal) |
Breach of health and safety regulations (Slightly decreased)
Potential impact · Damage to our reputation; and · Loss of licence to operate.
| Mitigation · Group Health and Safety Policy approved by the executive board in place; · Completion of an independent review of health and safety management; · Local health, safety and fire management systems; · Regularly updated and monitored cleaning and maintenance programmes; · Prompt incident reporting procedures to senior management with subsequent monitoring; and · Regular board review of major incidents and statistics.
|
Risk Textile suppliers are found not to be adopting appropriate employment and human rights practices
Potential impact · Loss of licence to operate, loss of goodwill and/or damage to reputation; and · Significant stakeholder concern.
| Mitigation · Regular visits to major suppliers by experienced internal personnel and external parties to assess suppliers' compliance with appropriate working practices; and · Prompt incident reporting procedures to senior management and subsequent monitoring
|
Risk Discovering of historic environmental issues at laundries (stable)
Potential impact · Emergence of unaccounted for liability; · Adverse impact on cash flow and retained earnings; and · Damage to our reputation.
| Mitigation · Established incident reporting procedures to senior management with subsequent monitoring; · Indemnities with previous owners that cover a number of acquired sites; · The extent and coverage of these indemnities are reviewed with relevant third party as appropriate; and · Defence of these indemnities continues to be vigorously prosecuted |
Risk Unforseen loss of operational/IT capacity (stable)
Potential impact · Inability to service customer requirements; and · Adverse impact on reputation.
| Mitigation · Documented and evaluated business continuity plans including identification of alternative production locations; · Targeted 'desktop' scenario-based testing of business continuity planning arrangements; · Fire protection/security procedures and regular audits of compliance; · Comprehensive Property Damage and Business Interruption insurance. |
Risk Significant change in the political environment arising from government policies or expenditure levels
Potential impact · Reduction in future profitability and cash flow; · Failure to deliver targeted growth in revenue; and/or · Adverse impact on reputation
| Mitigation · Careful planning and monitoring of political developments; and · Deep understanding of domestic understanding of domestic market and political environment |
Risk Non-compliance with laws and regulations
Potential impact · Damage to our reputation; and · Loss of licence to operate.
| Mitigation · Group Policy and Guidance developed and translated into local languages; · Ongoing training programme for employees; · Prompt incident reporting procedures to senior management with subsequent monitoring; and · Regular board review of major incidents and statistics. |
Risk One of our major textile suppliers is unexpectedly unable to meet our textile requirements
Potential impact · Shortage of textiles; and · Inability to service new and existing customer requirements · Damage to our reputation.
| Mitigation · Regular risk assessment of our major textile suppliers considering social, political and economic factors; · Identification of alternative production sources; · Purchase of stock up to three months prior to delivery to reduce risk; and · Secured availability of alternative stocks in the event of serious interruption to supply. |
Risk Inadequate talent management and inability to recruit and retain sufficiently qualified and experienced senior management
Potential impact · Lack of internal succession to key management roles within the group in the event of unexpected departure; · Short/medium-term disruption to the business; · Loss of key personnel; and · Shortage of appropriately skilled management.
| Mitigation · Succession plans in place with identified succession for the top 50 roles and extended to Country Manager and their teams; · Wider talent pool below the top 50 identified and development planning in place; · Executive Board and business line succession reviews held twice yearly; · 'LEAD' leadership framework integrated into performance · Berendsen Academy as in-house vehicle for furthering company knowledge, expertise and leadership development. 88 managers participated in LEAD development Centres in 2014; · Management trainee scheme expanded by 50% for future building of management pipeline; · Group recruitment policy in place with focus on consistent and raised standards for management recruitment; and · Short and long-term management incentive plans fully aligned with business line and group targets |
Risk Return on Invested Capital (ROIC) is not sufficiently greater than the group's cost of capital
Potential impact · Lack of funds for future investments; and · Reduction in future profitability and cash flow.
| Mitigation · ROIC target set at 10% for the medium term. Reported monthly by business line to the board in group management accounts; · Delegations of authority reviewed and updated in December 2014; · Post-acquisition procedure to monitor returns on investments made, compared to those targeted; and · Capital disciplines embedded within the business and being monitored through cash flow performance versus budget. |
23 Forward-looking statements
This announcement contains certain statements about the future outlook for the group. Although the company believes that expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different. These forward-looking statements speak only as at the date of this announcement. The company undertakes no obligation to update any forward-looking statements, save in respect of any requirement under applicable law or regulation. Factors that may affect the group's operations are described in section 22 "Principal risks and uncertainties" above.
24 Responsibility statements
The company's Annual Report for the year ended 31 December 2014, which will be published on 16 March 2015, contains the following statement regarding responsibility for the financial statements and management report included in the Annual Report:
In accordance with DTR 4.1.12, each of the directors confirms that, to the best of their knowledge:
i) the financial statements of the group, prepared in accordance with International Financial Reporting Standards as adopted by the EU, and the financial statements of the company, prepared in accordance with United Kingdom Generally Accepted Accounting Practice, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and
ii) the management report, which is incorporated into the Directors' Report, includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.
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