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Half Yearly Report

12th May 2010 07:00

RNS Number : 7488L
Compass Group PLC
12 May 2010
 



 

 

 

Compass Group PLC

Interim Results Announcement

For The Six Months Ended 31 March 2010

 

Organic revenue growth returning

 

·; Revenue £7.1 billion

é 2.6% (constant currency + 0.9%, organic + 0.4%)

·; Underlying operating profit £504 million

é 10.8% (constant currency + 9.6%)

·; Underlying operating margin 7.0%

é 50 basis points

·; Underlying earnings per share 18.0 pence

é 16.9% (constant currency + 14.6%)

·; Interim dividend 5.0 pence

é 13.6%

·; Free cash flow £351 million

é 46.3%

 

 

 

 

Richard Cousins, Chief Executive Officer, said:

 

"Compass has delivered another strong performance in a challenging environment. An acceleration in new business wins and continued progress in operating efficiency has delivered significant growth in the margin of 50 basis points. It is very encouraging that organic revenue growth is now returning. As we look forward we will maintain our relentless focus on efficiency, but at the same time we are laying strong foundations for the future growth of the Group".

 

 

Sir Roy Gardner, Chairman, said:

 

"It is a testament to the strength of the Group that whilst the economic background has remained uncertain the business has displayed strong operational discipline and consistently generated momentum in profitability. There are multiple opportunities for the business to develop and we are positioning ourselves to take advantage of the significant growth opportunity in our core food and fast growing support services markets in both developed and emerging countries. Exciting infill acquisitions are adding to this potential. Our confidence in the future underpins our decision to increase the dividend by 14% to 5 pence per share".

 

 

 

 

 

 

 

 

 

 

Interim Management Report: Business Review

 

Group overview

 

Reported revenue has grown by 2.6% in the six months to 31 March 2010, or by 0.9% on a constant currency basis. Adjusting for the impact of acquisitions and disposals, organic revenue growth was 0.4% for the period. Encouragingly, the Group has seen a slight acceleration in the rate of new business wins to 9% and the retention rate has remained stable at 93%. After three very difficult quarters, like for like volumes are now showing signs of stabilisation and as we look to the second half of the year we continue to expect to deliver modest organic revenue growth.

 

We continue to focus on the MAP programme, which gives us the framework to deliver quality new business and retention as well as control costs and drive greater efficiency. For the six months to 31 March 2010 this has enabled us to deliver £44 million, or 10%, of constant currency operating profit growth. The operating margin has increased by 50 basis points to 7.0%, benefitting from the continued flow through of the significant efficiencies generated in the second half of the year to 30 September 2009.

 

£18 million of net new business growth

 

We have seen a slight improvement in the rate of new business wins in both food and multi service business, winning important new contracts with Wells Fargo in the USA, Aviva in the UK and Deutsche Postbank in Germany. Furthermore, the pipeline of new business looks encouraging.

 

We are continuing our focus on extending existing client relationships and the roll out of retention best practice is starting to gain real traction around the world.

 

£10 million of base estate profit growth

 

We have again grown our profit through sustainable growth in the base estate.

 

Like for like growth

 

We continue to experience modest levels of input cost inflation across the business. Against this backdrop we are achieving appropriate price increases. Overall, like for like volume declined in the period by 3%. The continuous application of MAP 4, unit costs, and management of the flexible cost base has again enabled us to limit the impact of lost volume on operating profit.

 

Cost efficiencies

 

A combination of new efficiencies and the flow through of the significant efficiency gains generated in the second half of last year have enabled us to offset the impact of volume contraction and report an overall increase in profit, whilst also funding ongoing reinvestment in the business to support growth. We have also made further efficiencies in MAP 3, cost of food, as we continue to focus on menu planning, supplier and product rationalisation, logistics and waste reduction, where the fast roll out of our waste management programme 'Trim Trax' is helping to deliver meaningful savings.  Furthermore in MAP 4, unit costs, we have again reduced in unit overheads. The relentless drive for efficiency is a core value of the Group.

 

£12 million of above unit cost savings

 

We have again made excellent progress in MAP 5 and further reduced the above unit overheads by £12 million compared to the same period last year. Importantly, we have made good progress on our journey to redeploy resources away from back office administration to improving our client facing operations and growing the business.

 

£4 million from acquisitions/disposals

 

This relates mainly to the incremental trading profit from the 2009 acquisitions of Kimco and Lackmann in the USA, Plural in Germany and McColls in the UK.

 

Strategy

 

Our core strategy remains unchanged. We continue to focus on foodservice and to build on the fast growth in support services. Our scale within countries enables us to drive efficiency and our global reach allows us to take advantage of the significant outsourcing opportunities as well as have the capability to serve multinational clients. Sectorisation is a fundamental part of our strategy and we have built big businesses in all of the key sectors.

 

Our primary focus remains on organic growth in both food and support services where there are major opportunities to drive new outsourcing. The foodservice opportunity is significant, with only around half of the £200 billion market place outsourced and our share of the total market estimated at just 7%. The Business & Industry sector still offers excellent growth opportunities and we are increasing the focus on the large Healthcare and Education markets which are still only around one third outsourced.

 

We are establishing a global competence in the £200 billion soft support services market. In the year to 30 September 2009, multi services had grown to 18% of Group revenue at £2.5 billion, including acquisitions this is equivalent to a growth rate of 20% per annum over the last three years. In the first half of the year multi services revenue has continued to grow strongly. Building on the Defence, Offshore & Remote site model, we now deliver support services in the Healthcare, Business & Industry and Education sectors. The internally developed 'Compass Service Framework' is our industry leading model to deliver support services. Increasingly we are bolting on excellent infill acquisitions which are adding to our scale and competence. For example, the acquisition of Clean Mall and FB Facility announced today marks our entry into the large support services market in Brazil. The success we have had in winning new business with major national and international organisations, for example, Shell, Coca Cola and Microsoft, underlines the strength of our offer.

 

Compass is a truly international business with 88% of revenue generated from outside the UK. Having exited some 40 countries which did not meet our investment criteria, we are now focused on a core 50. The USA continues to offer excellent growth opportunities and we have considerable opportunity to increase our presence in the core developed economies around the globe. We are now increasing our focus on the emerging countries, which account for almost 10% of Group revenue. Brazil is our eighth largest business accounting for 4% of Group revenue and is growing quickly. Whilst currently small, our operations in Russia, India and China have excellent growth potential and we are actively investing to develop these important opportunities.

 

In summary, our business model is to drive strong organic revenue growth whilst delivering sustainable profit and margin improvement. In combination with disciplined capital spend and tight control over working capital, this should result in continued strong cash flow. We will continue to reward shareholders through the distribution of a healthy dividend and to reinvest in future growth both organically and in value creating infill acquisitions. This will deliver real value to our shareholders.

 

Outlook

 

Whilst economic conditions are likely to remain challenging in the second half of the year, the combination of a strong new business pipeline and a stabilisation in like for like volume is expected to deliver modest organic revenue growth. In combination with this, our continued focus on operating efficiency should enable us to make further progress in the margin in the second half of the year, compared to the same period last year.

 

In the medium-term the Group is set to benefit from the combination of structural growth in outsourcing, further cost efficiencies and margin progression. Our operating efficiency allows us to invest in business development, and drive competitiveness. In addition, the strength of the cash flow and balance sheet is enabling us to reward shareholders and to accelerate growth through value creating infill acquisitions.

 

 

Richard Cousins

Group Chief Executive

12 May 2010

 

Financial Summary

For the six months ended 31 March

2010

2009

Increase

Continuing operations

Revenue

Constant currency

£7,104m

£7,039m

0.9%

Reported

£7,104m

£6,927m

2.6%

Operating profit

Constant currency

£504m

£460m

9.6%

Underlying

£504m

£455m

10.8%

Reported

£500m

£453m

10.4%

Operating margin

Constant currency

7.0%

6.5%

50 bps

Underlying

7.0%

6.5%

50 bps

Reported

7.0%

6.5%

50 bps

Profit before tax

Underlying

£462m

£405m

14.1%

Reported

£459m

£387m

18.6%

Basic earnings per share

Underlying

18.0p

15.4p

16.9%

Reported

17.9p

14.7p

21.8%

Free cash flow

Reported

£351m

£240m

46.3%

Total Group including discontinued operations

Basic earnings per share

17.9p

15.4p

16.2%

Interim dividend per ordinary share

5.0p

4.4p

13.6%

 

(1)

Constant currency restates the prior period results to 2010's average exchange rates.

(2)

Operating profit includes share of profit of associates.

(3)

Underlying operating profit excludes the amortisation of intangibles arising on acquisition and acquisition transaction costs.

(4)

Operating margin is based on revenue and operating profit excluding share of profit of associates.

(5)

Underlying operating margin excludes the amortisation of intangibles arising on acquisition and acquisition transaction costs.

(6)

Underlying profit before tax excludes the amortisation of intangibles arising on acquisition, acquisition transaction costs, hedge accounting ineffectiveness and the change in fair value of investments and minority interest put options.

(7)

Underlying basic earnings per share excludes the amortisation of intangibles arising on acquisition, acquisition transaction costs, hedge accounting ineffectiveness, the change in fair value of investments and minority interest put options and the tax attributable to these amounts.

 

 

Revenue

Revenue Growth

Segmental performance

2010

2009

Constant

Six months ended 31 March

£m

£m

Reported

Currency

Organic

Continuing operations

North America

3,094

3,082

0.4%

3.4%

2.8%

Continental Europe

1,850

1,769

4.6%

0.2%

(0.8)%

UK & Ireland

897

939

(4.5)%

(4.5)%

(5.7)%

Rest of the World

1,263

1,137

11.1%

0.2%

1.4%

Total

7,104

6,927

2.6%

0.9%

0.4%

Operating Profit

Operating Margin

 

Segmental performance

2010

2009

2010

2009

 

Six months ended 31 March

£m

£m

%

%

 

 

Continuing operations

 

North America

244

234

7.9%

7.6%

Continental Europe

143

131

7.7%

7.4%

UK & Ireland

54

54

6.0%

5.8%

Rest of the World

87

60

6.9%

5.3%

Unallocated overheads

(28)

(28)

-

-

Excluding associates

500

451

7.0%

6.5%

Associates

4

4

Underlying

504

455

Amortisation of intangibles arising on acquisition

(3)

(2)

Acquisition transaction costs

(1)

-

Total

500

453

 

(1)

Constant currency restates the prior period results to 2010's average exchange rates.

(2)

Underlying operating profit and margin excludes the amortisation of intangibles arising on acquisition and acquisition transaction costs.

(3)

Operating margin is based on revenue and operating profit excluding share of profit of associates.

(4)

Organic growth is calculated by adjusting for acquisitions (excluding current period acquisitions and including a full period in respect of prior period acquisitions), disposals (excluded from both periods) and exchange rate movements (translating the prior period at current period exchange rates) and compares the current period results against the prior period.

 

Revenue

Overall, reported revenue growth for the six months to 31 March 2010 was 2.6%, largely reflecting the strengthening of a number of currencies against Sterling. Constant currency revenue growth was 0.9% and organic revenue growth for the period was 0.4%, reflecting the impact of net new business wins and like for like performance.

 

Operating Profit

 

Underlying operating profit from continuing operations, including associates but excluding the amortisation of intangibles arising on acquisition and acquisition transaction costs, was £504 million, an increase of 10.8% on a reported basis over the prior period. Underlying operating profit increased by £44 million, or 9.6%, on a constant currency basis. This represents a 50 basis points improvement in margin to 7.0% (2009: 6.5% on a constant currency basis).

 

Operating profit after the amortisation of intangibles arising on acquisition of £3 million (2009: £2 million) and acquisition transaction costs of £1 million (2009: nil) was £500 million (2009: £453 million).

 

North America - 43.6 % Group revenue (2009: 44.5%)

 

Our North American business (which includes our operations in the USA, Canada and Mexico) has delivered another very strong performance. Revenues were £3,094 million (2009: £3,082 million), with organic growth of 2.8%. Operating profit increased by £18 million on a constant currency basis, or 8.0%, to £244 million (2009: £226 million on a constant currency basis). The efficiencies which we generated last year, particularly in the procurement and logistics area, have flowed through to the first half of this year, contributing to a margin improvement of 30 basis points. 

 

The Business & Industry sector has delivered very good levels of new business, including contracts with Wells Fargo, Visa, Citizens Bank, and Pfizer Conference Solutions. The like for like pressure on volumes that was evident last year has continued into the first half. However headcounts at our client sites have started to level off and the sharp reductions in event catering and corporate hospitality have stabilised. Further efficiency measures have been introduced which have helped deliver both profit and margin improvement.

 

Following the recent acquisitions we have made in Healthcare, our strengthened support services offer has improved our ability to cross-sell between food and support services, contributing to the delivery of good organic revenue growth. We continue to see excellent retention rates and to win good quality new business in both food and support services. For example, recent wins include the Staten Island University Hospital, one of the largest teaching hospitals in New York City, The Kaiser Foundation Hospitals in California and the Miami Jewish Health System, where as part of our services we will be providing senior dining. 

 

The Education sector is benefitting from strong new contract wins during the summer last year which are now flowing through to the current year performance. Retention remains excellent and the like for like revenues are encouraging, given the continued high level of student enrolments and uptake of board plans.

 

In Levy, our Sports & Leisure business, we have seen an increase in new business wins and we continue to see a strong pipeline, although like for like volumes remain soft with consumer confidence slow to return. New contract wins include the 2010 US Golf Open Championship at Pebble Beach in California, the concessions business of the Philips Arena (home of the NBA's Atlanta Hawks and the NHL's Atlanta Thrashers), where we already operate the premium food services and the Arco Arena (home of the Sacramento Kings NBA team). Ongoing efficiency measures are delivering further margin improvement.

 

In Canada, as well as the recently announced acquisition of Hurley Corporation, we have won a contract to provide food and support services to Black Diamond, an ESS remote site client and in Toronto we have been appointed to provide conference services to The Estates at Sunnybrook.

 

 

 

 

 

Continental Europe - 26.0 % Group revenue (2009: 25.5%)

 

Revenue in Continental Europe totalled £1,850 million (2009: £1,769 million) with organic revenue 0.8% lower than last year. Further efficiency gains resulted in an operating profit increase of £6 million on a constant currency basis to £143 million (2009: £137 million), an increase of 4.4%, and margin improvement of 30 basis points to 7.7%.

 

Across the region we have seen an encouraging increase in the rate of new contract wins, for example Lucerne University in Switzerland and a multi-site foodservice contract with Italy's central bank Banca d'Italia. Our fast growing business in Turkey has been awarded exciting contracts across all sectors such as the prestigious Sabanci Group, Türk Telekom, Kocaeli University and two contracts with the Turkish Army. Economic conditions have remained difficult in much of the region, however like for like volumes are now stabilising.

 

In France, a focus on driving efficiencies, particularly through the purchasing and logistics processes, and initiatives to reduce waste have enabled both profit and margin to grow. In April we completed the acquisition of Caterine Restauration. The gross assets of the business acquired were €34 million as at 31 August 2009 with revenue for the year to 31 August 2009 of €42 million. This provides an excellent platform for our continued growth in the Education and Healthcare sectors.

 

In Germany with the integration of Plural, a support service specialist acquired last year, the benefits of cross-selling are starting to be realised. The Healthcare sector has seen double digit new business, with new contract awards in both food and support services across the country, for example with Ethianum and Ruland Kliniken.

 

Both Norway and Sweden have delivered double digit organic revenue growth driven by a high level of new business in both food and support servicesfor example Capgemini Norge AS and Saab AB. ESS Norway has consolidated its long-term partnership with ConocoPhillips by being awarded the largest single offshore foodservice contract in Norway at the Ekofisk area in the North Sea.

 

The Italian business has once again delivered operating efficiencies and margin improvement. The increased efficiency of our offer is driving further success in new business wins where we have been particularly successful in support services, for example extending the business with Trenitalia (Italian Railways) to the Veneto region. The Healthcare sector is also generating good levels of new business, including a recent win with the Ospedale Salerno, and we are in the process of integrating a number of Education and Healthcare contracts in the Alessandria province.

 

Against the background of high unemployment levels, the management team in Spain has continued to increase efficiencies and improve purchasing and logistics processes to deliver a solid margin improvement. Retention remains strong. Furthermore, whilst small, we are seeing very good growth in Business & Industry support services.

 

UK & Ireland - 12.6 % Group revenue (2009: 13.6%)

 

Revenues in the UK & Ireland were £897 million (2009: £939 million). We continue to streamline the back office and improve productivity and this has enabled us to improve margins by 20 basis points in the first half, despite the difficult economic conditions. Operating profit was £54 million (2009: £54 million).

 

In the Business & Industry sector we continue to win good levels of new business. For example, we have recently won a new contract with Aviva, to provide a range of catering and hospitality services, and have renewed our contract with KPMG. The business has continued to focus on driving labour cost efficiencies, significantly reducing the overall cost.

 

We have maintained our growth momentum by winning new business in the Sports & Leisure sector. For example we have won a new contract with Championship team Sheffield United to provide both match and non-match day catering and hospitality at their Bramall Lane Stadium, the world's oldest professional football ground. We have also renewed our contract with Chelsea Football Club at both Stamford Bridge and the Cobham Training Facility and a contract extension has been secured with Leeds Castle in Kent.

 

The work over the last few years in the Education sector is starting to show benefits. We have recently retained our contracts with Sherborne Girls Boarding School, the International Study Centre (Herstmonceux Castle) and Oaklands College.

 

Growth in the Healthcare sector has been excellent with increased levels of new business and like for like volume growth. The extension of our retail offer has driven much of this growth. New business wins include King's College Hospital NHS Foundation Trust, where we will be using our 'Steamplicity' concept as well as providing support services, and the Queen Elizabeth Hospital, Birmingham, where we will be putting in place a high street style café alongside a foodcourt that showcases our offer.

 

Rest of the World - 17.8% Group revenue (2009: 16.4%)

 

The Rest of the World businesses have delivered revenue of £1,263 million (2009: £1,137 million) and organic revenue growth of 1.4%. Operating profit increased by £20 million, or 30% on a constant currency basis, to £87 million (2009: £67 million on a constant currency basis). The margin has increased by 160 basis points overall on a constant currency basis to 6.9%, and is now broadly in line with the Group average.

 

We are continuing to see good levels of new business wins across most countries in the region, including a new contract with Microsoft in South Africa, in China we have been awarded the China Medical City, a pharmaceutical focused business park and Han's Laser, which specialises in the production of laser related equipment and in Chile, we have been awarded several large remote site contracts linked to the mining industry. The drive for efficiencies across all five MAP disciplines has contributed to the excellent margin progression. 

 

In Australia we continue to see very good levels of new business wins across all sectors. Rio Tinto-Hamersley recently awarded us the Brockman 4 Production project in Western Australia, Catholic Healthcare outsourced their catering services for the first time to us and we have won a contract with News Limited to run their staff restaurant. An ongoing focus on food cost in particular has enabled Australia to deliver further margin improvement.

 

Revenue in the Japanese business continues to be impacted by declines in the Business & Industry and Sports & Leisure sectors. However, we have again made further excellent progress in driving efficiencies in all areas of cost including overheads to deliver another increase in the margin.

 

In Brazil, new business wins across all sectors have been very positive. Recent awards include Brenco, a leader in the field of renewable energy, Johnson & Johnson and the Colegio Panamby Bilingual School, based in Sao Paulo. The actions taken last year by the management team have continued to deliver cost efficiencies which are moving the margin forward in this exciting business. We have today announced the acquisition of Clean Mall and FB Facility, which marks our entry into the Brazilian support services market.

 

Our UAE based joint venture continues to perform well with double digit organic growth being seen in the support services and offshore sectors. A focus on food and logistics costs has assisted in moving the margin forward across the business. 

 

Our businesses serving the energy and extraction sector, which has a focus on blue chip international clients, have continued to deliver strong double digit organic revenue growth and enjoy excellent retention rates. In Azerbaijan we have recently been awarded a multi service contract by BP to service their offshore locations in the Caspian Sea.

 

Unallocated Overheads

 

Unallocated overheads were £28 million (2009: £28 million), reflecting continued good control over costs as the business expands.

 

Finance Costs

 

Underlying net finance cost, excluding hedge accounting ineffectiveness and the impact of revaluing investments and minority interest put options, was £42 million (2009: £50 million). The decrease largely reflects the lower levels of net debt compared to last year. We expect the underlying net finance cost for the full year to be around £80 to £85 million at current exchange rates.

 

Other Gains and Losses

 

Other gains and losses include a £1 million credit (2009: £11 million cost) from hedge accounting ineffectiveness and a nil (2009: £5 million) cost of revaluing investments and minority interest put options.

 

Profit Before Tax

 

Profit before tax from continuing operations was £459 million (2009: £387 million).

 

On an underlying basis, profit before tax from continuing operations increased by 14.1% to £462 million (2009: £405 million), excluding the amortisation of intangibles arising on acquisition, acquisition transaction costs, hedge accounting ineffectiveness and the impact of revaluing investments and minority interest put options.

 

Income Tax Expense

 

Income tax expense from continuing operations was £125 million (2009: £112 million).

 

On an underlying basis, excluding the amortisation of intangibles arising on acquisition, acquisition transaction costs, hedge accounting ineffectiveness and the impact of revaluing investments and minority interest put options, the tax charge on continuing operations was £126 million (2009: £117 million), equivalent to an effective tax rate of 27% (2009: 29%). This reduction reflects the benefit of reduced corporate tax rates in some of the major countries we operate in. Based on these current corporate tax rates, we expect the tax rate to average out around the 27% level in the short to medium-term.

 

Discontinued Operations

 

The profit after tax from discontinued operations was nil (2009: £12 million).

 

Basic Earnings per Share

 

Basic earnings per share, including discontinued operations, were 17.9 pence (2009: 15.4 pence).

 

On an underlying basis, excluding discontinued operations, the amortisation of intangibles arising on acquisition, acquisition transaction costs, hedge accounting ineffectiveness, the impact of revaluing investments and minority interest put options and the tax attributable to these amounts, the basic earnings per share from continuing operations were 18.0 pence (2009: 15.4 pence).

 

 

Attributable

Basic Earnings

Profit

Per Share

2010

2009

2010

2009

Change

Six months ended 31 March

£m

£m

pence

pence

%

Reported

333

284

17.9

15.4

16.2

Discontinued operations

-

(12)

-

(0.7)

Other adjustments

2

13

0.1

0.7

Underlying

335

285

18.0

15.4

16.9

 

Dividends

 

An interim dividend of 5.0 pence per share will be paid on 2 August 2010 to shareholders on the register on 2 July 2010. This represents a year on year increase of 13.6%.

 

 

Free Cash Flow

 

Free cash flow from continuing operations totalled £351 million (2009: £240 million). The major factors contributing to the increase were: a £49 million increase in underlying operating profit before associates, £14 million lower net tax payments and £62 million improvement in working capital.

 

Gross capital expenditure of £147 million (2009: £133 million), including amounts purchased under finance leases of £1 million (2009: £1 million), is equivalent to 2.1% of revenues (2009: 1.9% of revenues).

We expect the level of gross capital expenditure for the full year to continue to be just over the 2% level.

 

We are making further good progress in working capital management, limiting the overall seasonal working capital outflow (including provisions and post-employment benefit obligations) to £3 million (2009: £65 million outflow). Although we typically have a working capital outflow of around £60 million in the first half, the reported outflow this year was almost neutral and our expectations of a modest working capital inflow for the full year remain unchanged.

 

The cash tax rate was 16% (2009: 21%), based on underlying profit before tax for continuing operations, benefitting from some one-off tax refunds relating to prior years. For the full year we continue to expect a cash tax rate around the mid 20's level.

 

The net interest outflow was £47 million (2009: £44 million).

 

Acquisition Payments

 

The total cash spend on acquisitions in the first half was £41 million. This includes £27 million on infill acquisitions and £12 million of deferred consideration relating to previous year acquisitions.

 

We are pleased to announce today the acquisition in Brazil of Clean Mall Serviços Ltda ("Clean Mall") and FB Projetos Multi Service Ltda ("FB Facility") from FB Administração e Participators' S.A. The gross assets of Clean Mall and FB Facility at 31 December 2009 were BRL14.4 million (£5.3 million) with revenue of BRL80 million (£30 million). Established in 1982, Clean Mall / FB Facility specialises in the provision of soft support services to the Business & Industry and Healthcare sectors. Headquartered in Sao Paulo, the business employs 5,000 people and serves some of the leading corporations and hospitals throughout the state. This acquisition strengthens Compass' ability to expand into the vast soft support services market in Brazil and to offer multi-service contracts to both existing and new Compass clients.

 

Together with the previously announced acquisition of Caterine Restauration in France on 5 May 2010, we have now spent around £65 million on acquisitions since 31 March 2010.

 

Disposals

 

Payments made in respect of businesses disposed of or discontinued in prior years totalled £4 million in the period (2009: £33 million).

 

Proceeds from issue of share capital

 

The Group received cash of £68 million (2009: £9 million) from the issue of share capital in the period in connection with the exercise of employee share options.

 

Pensions

 

The Group has continued to review and monitor its pension obligations throughout the period working closely with the Trustees and members of schemes around the Group to ensure proper and prudent assumptions are used and adequate provision and contributions are made.

 

The Group's pension deficit at 31 March 2010 was £336 million (30 September 2009: £335 million; 31 March 2009: £257 million).

 

 

Risks and Uncertainties

 

The Board takes a proactive approach to risk management with the aim of protecting its employees and customers and safeguarding the interests of the Company and its shareholders.

 

The principal risks and uncertainties facing the business and the activities the Group undertakes to mitigate these are set out in the section below, headed 'Managing Risk'.

 

Related Party Transactions

 

Details of transactions with related parties are set out in note 17. These transactions have not, and are not expected to have, a material effect on the financial performance or position of the Group.

 

Financial Position

 

During the first six months of the year net debt decreased to £766 million (2009: £1,258 million).

 

£200 million of Sterling denominated bonds were repaid in January 2010 out of surplus cash. In addition, the Group has an undrawn bank facility of over £700 million committed through to 2012.

 

Looking forward, £27 million of debt is due for repayment in the remainder of 2010, £87 million in 2011 and £625 million in 2012. With considerable ongoing free cash generation the Group believes that it is in a very strong financial position.

 

Going Concern

 

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in this Business Review, as is the financial position of the Group, its cash flows, liquidity position, and borrowing facilities. In addition, note 20 of the Consolidated Financial Statements of our 2009 Annual Report includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.

 

The Group has considerable financial resources together with long-term contracts with a number of customers and suppliers across different geographic areas and industries. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.

 

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

 

 

 

 

 

 

Richard Cousins

Group Chief Executive

12 May 2010

 

Andrew D Martin

Group Finance Director

 

 

(1)

Unless stated otherwise all figures in this document relate to the six months ended 31 March.

(2)

Unless stated otherwise the data shown on pages 1 - 11 relates to the continuing business only.

Interim Management Report: Managing Risk

 

The Board takes a proactive approach to risk management with the aim of protecting its employees and customers and safeguarding the interests of the Company and its shareholders.

 

As set out on pages 49 and 50 of the Corporate Governance section of our 2009 Annual Report, the Group has policies and procedures in place to ensure that risks are properly evaluated and managed at the appropriate level within the business.

 

The identification of risks and opportunities; the development of action plans to manage the risks and exploit the opportunities; and the continual monitoring of progress against agreed Key Performance Indicators ('KPIs') are an integral part of the business process, and a core activity throughout the Group.

 

Control is exercised at Group and business level through MAP, the Group's Management and Performance framework, monthly monitoring of performance by comparison with budgets and forecasts and through regular business reviews with the Group Chief Executive and the Group Finance Director.

 

This is underpinned by a formal major risk assessment process which is an integral part of the annual business cycle. As part of the process, each of the Group's businesses is required to identify and document major risks and appropriate mitigating activities and controls, and monitor and report to management on the effectiveness of these controls on a biannual basis. Senior managers are also required to sign biannual confirmations of compliance with key procedures and to report any breakdowns in, or exceptions to, these procedures. The results are reviewed by the Executive Committee and the Board.

 

The Group also has formal procedures in place, with clearly designated levels of authority, for approving acquisitions and other capital investments. These are supported by a post-investment review process for selected acquisitions and major items of capital expenditure.

 

The table below sets out the principal risks and uncertainties facing the business at the date of this Report and the systems and processes the Group has in place to manage and mitigate these risks.

 

Risk

Mitigation

Health, safety and environment

Food safety

Compass feeds millions of consumers around the world every day, therefore, setting the highest standards for food hygiene and safety is paramount. The Group has appropriate policies, processes and training procedures to ensure full compliance with legal obligations.

Health and safety

Health and safety remains our number one operational priority. All management meetings throughout the Group feature a health and safety update as one of their first agenda items.

Environment

Every day, everywhere, we look to make a positive contribution to the health and wellbeing of our customers, the communities we work in and the world we live in. Our 2009 Corporate Responsibility Report which can be found at www.compass-group.com/CR09 describes our approach in more detail.

Clients and

consumers

Client retention

We aim to build long-term relationships with our clients based on quality and value. Our business model is structured so that we are not reliant on one particular sector, geography or group of clients.

Consolidation of food and support services

We have developed a range of support services to complement our existing foodservice offer. These services are underpinned by the Compass Service Framework, our standard operating platform for support services, which gives us the capability to deliver to the same consistent, world-class standard globally.

Bidding risk

The Group's operating companies bid selectively for large numbers of contracts each year and a more limited number of concession opportunities. Tenders are developed in accordance with a thorough process which identifies both the potential risks (including social and ethical risks) and rewards, and are subject to approval at an appropriate level of the organisation.

Credit risk

There is limited concentration of credit risk with regard to trade receivables given the diverse and unrelated nature of the Group's client base.

 

Risk

Mitigation

 

 

 

 

Service delivery and compliance with contract terms and conditions

The Group's operating companies contract with a large number of clients. Processes are in place to ensure that the services delivered to clients are of an appropriate standard and comply with the appropriate contract terms and conditions.

Changes in consumer

preferences

We strive to meet consumer demand for quality, choice and value by developing innovative and nutritious food offers which suit the lifestyles, tastes and preferences of our consumers.

People

People retention

and motivation

The recruitment and retention of skilled employees is a challenge faced by the industry at large. The Group has established training and development programmes, succession planning and performance management programmes which are designed to align rewards with our corporate objectives and to retain and motivate our best people.

Supply Chain

Suppliers

The Group constantly strives to find the right balance between building long-term supply relationships based on the compatibility of values and behaviour with the requirements of the Group as well as quality and price. The Group seeks to avoid over-reliance on any one supplier.

Traceability

To reduce risk we are focusing on traceability, clear specification of our requirements to nominated suppliers and the improvement of purchasing compliance by unit managers.

Economic risk

Economy

Around 50% of our business, the Healthcare, Education and Defence, Offshore & Remote site sectors, is less susceptible to economic downturns. Revenues in the remaining 50%, the Business & Industry and Sports & Leisure sectors, are more susceptible to economic factors and employment levels. However, with the variable and flexible nature of our cost base, it is generally possible to contain the impact of like for like volume declines.

Food cost inflation

As part of our MAP programme we seek to manage food cost inflation through cost indexation in our contracts, giving us the contractual right to review pricing with our clients; menu management to substitute ingredients in response to any forecast shortages and cost increases; and continuing to drive greater purchasing efficiencies through supplier rationalisation and compliance.

Labour cost inflation

Our objective is always to deliver the right level of service in the most efficient way. As part of our MAP programme we have been deploying tools and processes to optimise labour productivity and exercise better control over other labour costs such as absenteeism, overtime and third party agency spend; and to improve our management of salary and benefit costs and control labour cost inflation.

Regulatory,

political and

competitive

environment

Political stability

Compass is a global company operating in countries and regions with diverse economic and political conditions. Our operations and earnings may be adversely affected by political or economic instability. However, we remain aware of these risks and look to mitigate them wherever possible. We have also taken the strategic decision to withdraw from a number of countries (and had completed most of these withdrawals by the date of this Report) where we consider the risks outweigh the rewards.

Regulation

Changes to laws or regulations could adversely affect our performance. We engage with governmental and non-governmental organisations directly or through trade associations to ensure that our views are represented.

Competition

Compass operates in a competitive marketplace. The level of concentration and outsource penetration varies by country. Some markets are relatively concentrated with two or three key players, others are highly fragmented and offer significant opportunities for consolidation and penetration into the self-operated market. Aggressive pricing from our competitors could cause a reduction in our revenues and margins. We aim to minimise this by building long-term relationships with our clients based on quality and value.

 

Risk

Mitigation

Acquisitions

and

investments

Acquisition risk

Potential acquisitions are identified by the operating companies and are subject to appropriate levels of due diligence and approval by Group management. Post-acquisition integration and performance is closely managed and subject to regular review.

Investment risk

Capital investments are subject to appropriate levels of scrutiny and

approval by Group management.

Joint ventures

In some countries we operate through joint ventures. Procedures are in place to ensure that joint venture partners bring skills, experience and resources that complement and add to those provided from within the Group.

Information

technology and

infrastructure

The Group relies on a variety of IT systems in order to manage and deliver services and communicate with its customers, suppliers and employees. There is minimal inter-country dependence on IT systems, and all of the Group's major operating companies have appropriate disaster recovery plans in place.

Fraud and

compliance

The Group's zero tolerance based Code of Ethics governs all aspects of our relationship with our stakeholders. All alleged breaches of the Code are investigated. The Group's procedures include regular operating reviews, underpinned by a continual focus on ensuring the effectiveness of internal controls.

Litigation

Though we do not operate in a litigious industry, we have in place policies and processes in all of our main operating companies to report, manage and mitigate against third-party litigation.

Reputation risk

Our brands are amongst the most successful and best established in our industry. They represent a key element of the Group's overall marketing and positioning. In the event that our brand or reputation is damaged this could adversely impact the Group's performance. The Group's zero tolerance based Code of Ethics is designed to safeguard the Company's assets, brands and reputation.

Financial risk

Overview

Compass Group's financial risk management strategy is based upon sound economic objectives and good corporate practice. The main financial risks concern the availability of funds to meet our obligations (liquidity risk), movements in exchange rates (foreign currency risk), movements in interest rates (interest rate risk), and counterparty credit risk. Derivative and other financial instruments are used to manage interest rate and foreign currency risks. Further details of our financial risks and the ways in which we mitigate them are set out below.

Liquidity Risk

 

 

The Group finances its borrowings from a number of sources including banks, the public markets and the private placement markets. Borrowings are stated at their nominal value except for the bond redeemable in December 2014 which is recorded at its fair value to the Group on acquisition. The Group's undrawn committed bank facilities at 31 March 2010 were £770 million (2009: £793 million).

Financial Instruments

 

 

The Group continues to manage its foreign currency and interest rate exposure in accordance with the policies set out below. The Group's financial instruments comprise cash, borrowings, receivables and payables that are used to finance the Group's operations. The Group also uses derivatives, principally interest rate, currency swaps and forward currency contracts, to manage interest rate and currency risks arising from the Group's operations. The Group does not trade in financial instruments. The Group's treasury policies are designed to mitigate the impact of fluctuations in interest rates and exchange rates and to manage the Group's financial risks. The Board approves any changes to the policies.

Foreign Currency Risk

 

 

The Group's policy is to match as far as possible its principal projected cash flows by currency to actual or effective borrowings in the same currency. As currency cash flows are generated, they are used to service and repay debt in the same currency. To implement this policy, forward currency contracts or currency swaps are taken out which, when applied to the actual currency liabilities, convert these to the required currency.

 

The borrowings in each currency give rise to foreign exchange differences on translation into Sterling. Where the borrowings are either less than, or equate to, the net investment in overseas operations, these exchange rate movements are treated as movements on reserves and recorded in the statement of recognised income and expense rather than in the income statement. Non-Sterling earnings streams are translated at the average rate of exchange for the year. This results in differences in the Sterling value of currency earnings from year to year.

 

The table in note 19 to the condensed financial statements sets out the exchange rates used to translate the income statements, balance sheets and cash flows of non-Sterling denominated entities.

 

Risk

Mitigation

Interest Rate Risk

 

 

As detailed above, the Group has effective borrowings in a number of currencies and its policy is to ensure that, in the short-term, it is not materially exposed to fluctuations in interest rates in its principal currencies. The Group implements this policy either by borrowing fixed rate debt or by using interest rate swaps or options so that at least 80% of its projected net debt is fixed or capped for one year, reducing to 60% fixed for the second year and 40% fixed for the third year.

Pensions risk

The Group's defined benefit pension schemes are closed to new entrants other than for transfers under public sector contracts in the UK where the Company is obliged to provide final salary benefits to transferring employees, and future pension accrual has now ceased in the UK schemes. Steps have also been taken to reduce the investment risk in these schemes.

Tax risk

As a Group, we seek to plan and manage our tax affairs efficiently in the jurisdictions in which we operate. In doing so, we aim to act in compliance with the relevant laws and disclosure requirements. In an increasingly complex international tax environment, a degree of uncertainty is inevitable in estimating our tax liabilities. We exercise our judgement, and seek appropriate professional advice, in assessing the amounts of tax to be paid and the level of provision required. The effective rate of tax may be influenced by a number of factors, including changes in laws and accounting standards, which could increase the rate.

 

 

 

Condensed Financial Statements

 

Directors' responsibilities

 

 

 

The Interim Report complies with the Disclosure and Transparency Rules ('DTR') of the United Kingdom's Financial Services Authority in respect of the requirement to produce a half-yearly financial report. The Interim Report is the responsibility of, and has been approved by, the Directors.

 

We confirm that to the best of our knowledge:

 

• the condensed set of financial statements has been prepared in accordance with IAS 34;

• the Interim Management Report includes a fair review of the important events during the first six months and description of the principal risks and uncertainties for the remaining six months of the year, as required by DTR 4.2.7R; and

• the Interim Management Report includes a fair review of disclosure of related party transactions and changes therein, as required by DTR 4.2.8R.

 

On behalf of the Board

 

 

 

 

 

 

Mark J White

General Counsel and Company Secretary

12 May 2010

 

 

The Directors are required to prepare financial statements for the Group in accordance with International Financial Reporting

Standards ('IFRS').

 

International Accounting Standard 34 defines the minimum content of an interim financial report, including disclosures, and identifies the accounting recognition and measurement principles that should be applied to an interim financial report.

 

Directors are also required to:

 

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; and

• provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance.

 

 

The Directors are responsible for keeping proper accounting

records which disclose with reasonable accuracy at any time

the financial position of the Company, for safeguarding the

assets, for taking reasonable steps for the prevention and

detection of fraud and other irregularities and which

comply with the requirements of the Companies Act 2006. The directors, having prepared the financial statements, have permitted the auditors to take whatever steps and undertake

whatever inspections they consider to be appropriate for the

purpose of enabling them to give their review opinion.

 

The Directors are also responsible for the maintenance and

integrity of the Compass Group PLC website.

 

Legislation in the United Kingdom governing the preparation

and dissemination of financial statements may differ from

legislation in other jurisdictions.

 

Independent review' report to the members of Compass Group PLC

 

Introduction

We have been engaged by Compass Group PLC ('the Company') to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2010 which comprises the consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated statement of changes in equity, the consolidated cash flow statement and related notes 1 to 19. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

This Report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this Report, or for the conclusions we have formed.

Directors responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

 

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting,' as adopted by the European Union.

 

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Review conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2010 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

 

 

 

 

Deloitte LLP

 

Chartered Accountants and Statutory Auditors

London, United Kingdom

12 May 2010

 

 

 

 

 

 

Consolidated income statement

 

for the six months ended 31 March 2010

 

Notes

Six months to 31 March

Year ended

 

30 September

 

2010

2009

2009

 

Unaudited

Unaudited

Audited

 

 £m

 £m

£m

 

 

Continuing operations

 

Revenue

3

7,104

6,927

13,444

 

Operating costs

(6,608)

(6,478)

(12,574)

 

Operating profit

3

496

449

870

 

Share of profit of associates

3

4

4

7

 

Total operating profit

3

500

453

877

 

Finance income

4

3

15

14

 

Finance costs

4

(45)

(65)

(114)

 

Hedge accounting ineffectiveness

4

1

(11)

(7)

 

Change in the fair value of investments and minority interest put options

4

-

(5)

3

 

Profit before tax

459

387

773

 

Income tax expense

5

(125)

(112)

(221)

 

Profit for the period from continuing operations

3

334

275

552

 

 

Discontinued operations

 

Profit for the period from discontinued operations

6

-

12

40

 

 

Continuing and discontinued operations

 

Profit for the period

334

287

592

 

 

Attributable to

 

Equity shareholders of the Company

333

284

586

 

Minority interests

1

3

6

 

Profit for the period

334

287

592

 

 

Basic earnings per share (pence)

 

From continuing operations

7

17.9p

14.7p

29.5p

 

From discontinued operations

7

-

0.7p

2.2p

 

From continuing and discontinued operations

7

17.9p

15.4p

31.7p

 

 

Diluted earnings per share (pence)

 

From continuing operations

7

17.8p

14.7p

29.4p

 

From discontinued operations

7

-

0.6p

2.2p

 

From continuing and discontinued operations

7

17.8p

15.3p

31.6p

 

 

(1) Impairment of goodwill, impairment of inventories, impairment of financial assets and net foreign exchange gains/(losses) recorded in the income statement, total £1 million loss (2009: £1 million loss).

 

 

Analysis of operating profit

 

for the six months ended 31 March 2010

 

Six months to 31 March

Year ended

 

30 September

 

2010

2009

2009

 

Unaudited

Unaudited

Audited

 

 £m

 £m

£m

 

 

Continuing operations

 

 

Operating profit before associates and costs relating to acquisitions

500

451

877

 

Share of profit of associates

4

4

7

 

Operating profit before costs relating to acquisitions

504

455

884

 

Amortisation of intangibles arising on acquisition

(3)

(2)

(7)

 

Acquisition transaction costs

(1)

-

-

 

Total operating profit

500

453

877

 

Consolidated statement of comprehensive income

for the six months ended 31 March 2010

Six months to 31 March

Year ended

Total

Total

30 September

Notes

Retained

Revaluation

Translation

Minority

2010

2009

2009

earnings

reserve

reserve

interests

Unaudited

Unaudited

Audited

£m

£m

£m

£m

£m

£m

£m

Profit for the period

333

-

-

1

334

287

592

Other comprehensive income

Currency translation differences

-

-

89

1

90

159

89

Actuarial gains/(losses) on post-

retirement employee benefits

10

5

-

-

-

5

(100)

(206)

Tax on items taken directly to equity

7

-

-

-

7

30

70

Other

-

-

-

-

-

(1)

(1)

Total other comprehensive income

for the period

12

-

89

1

102

88

(48)

Total comprehensive income for the

period

345

-

89

2

436

375

544

Attributable to

Equity shareholders of the Company

345

-

89

-

434

367

534

Minority interests

-

-

-

2

2

8

10

345

-

89

2

436

375

544

 

 

 

 

Consolidated statement of changes in equity

for the six months ended 31 March 2010

Six months to 31 March

Unaudited

Share

Capital

Share

premium

redemption

Own

Other

Retained

Minority

Total

capital

account

reserve

shares

reserves

earnings

interests

£m

£m

£m

£m

£m

£m

£m

£m

At 1 October 2009

185

215

44

(2)

4,489

(2,395)

9

2,545

Profit for the period

-

-

-

-

-

333

1

334

Other comprehensive income

-

-

-

-

89

12

1

102

Total comprehensive income for the

period

-

-

-

-

89

345

2

436

Issue of shares (for cash)

3

67

-

-

-

-

-

70

Fair value of share-based payments

-

-

-

-

5

-

-

5

Settled in new shares (issued by the

Company)

-

9

-

-

(9)

-

-

-

Settled in cash or existing shares (1)

-

-

-

-

(1)

-

-

(1)

Share buy-back

-

-

-

-

-

-

-

-

Buy-out of minority interests

-

-

-

-

-

-

-

-

Other changes

-

-

-

-

-

1

-

1

3

76

-

-

84

346

2

511

Dividends paid to Compass shareholders

(note 8)

-

-

-

-

-

(164)

-

(164)

Dividends paid to minority interests

-

-

-

-

-

-

(2)

(2)

(Increase)/decrease in own shares held

for staff compensation schemes (2)

-

-

-

1

-

-

-

1

At 31 March 2010

188

291

44

(1)

4,573

(2,213)

9

2,891

Six months to 31 March

Unaudited

Equity

Share-based

adjustment

Total other

 payment

Merger

Revaluation

Translation

for put

reserves

Other reserves

reserve

reserve

reserve

reserve

options

£m

 £m

£m

£m

£m

£m

At 1 October 2009

146

4,170

7

172

(6)

4,489

Profit for the period

-

-

-

-

-

-

Other comprehensive income

-

-

-

89

-

89

Total comprehensive income for the period

-

-

-

89

-

89

Fair value of share-based payments

5

-

-

-

-

5

Settled in new shares (issued by the Company)

(9)

-

-

-

-

(9)

Settled in cash or existing shares (1)

(1)

-

-

-

-

(1)

At 31 March 2010

141

4,170

7

261

(6)

4,573

(1) It was originally anticipated these payments would be satisfied by the issue of new shares. However, they were settled in cash or existing shares purchased in the market.

(2) These shares are held in trust and are used to satisfy some of the Group's liabilities to employees for share options, share bonus and long-term incentive plans.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months to 31 March

Unaudited

Share

Capital

Share

premium

redemption

Own

Other

Retained

Minority

Total

capital

account

reserve

shares

reserves

earnings

interests

£m

£m

£m

£m

£m

£m

£m

£m

At 1 October 2008

184

178

44

(4)

4,401

(2,616)

19

2,206

Profit for the period

-

-

-

-

-

284

3

287

Other comprehensive income

-

-

-

-

153

(70)

5

88

Total comprehensive income for the

period

-

-

-

-

153

214

8

375

Issue of shares (for cash)

1

8

-

-

-

-

-

9

Fair value of share-based payments

-

-

-

-

4

-

-

4

Settled in new shares (issued by the

Company)

-

10

-

-

(10)

-

-

-

Settled in cash or existing shares (2)

-

-

-

-

(1)

-

-

(1)

Share buy-back (1)

-

-

-

-

-

(13)

-

(13)

Buy-out of minority interests

-

-

-

-

-

-

(7)

(7)

Other changes

-

-

-

-

-

-

-

-

1

18

-

-

146

201

1

367

Dividends paid to Compass shareholders

(note 8)

-

-

-

-

-

(148)

-

(148)

Dividends paid to minority interests

-

-

-

-

-

-

(1)

(1)

(Increase)/decrease in own shares held for

staff compensation schemes (3)

-

-

-

2

-

-

-

2

At 31 March 2009

185

196

44

(2)

4,547

(2,563)

19

2,426

 

 

Six months to 31 March

Unaudited

Equity

Share-based

adjustment

Total other

 payment

Merger

Revaluation

Translation

for put

reserves

Other reserves

reserve

reserve

reserve

reserve

options

£m

 £m

£m

£m

£m

£m

At 1 October 2008

153

4,170

8

78

(8)

4,401

Profit for the period

-

-

-

-

-

-

Other comprehensive income

-

-

(1)

154

-

153

Total comprehensive income for the period

-

-

(1)

154

-

153

Fair value of share-based payments

4

-

-

-

-

4

Settled in new shares (issued by the Company)

(10)

-

-

-

-

(10)

Settled in cash or existing shares (2)

(1)

-

-

-

-

(1)

At 31 March 2009

146

4,170

7

232

(8)

4,547

(1) Including stamp duty and brokers' commission.

(2) It was originally anticipated these payments would be satisfied by the issue of new shares. However, they were settled in cash or existing shares purchased in the market.

(3) These shares are held in trust and are used to satisfy some of the Group's liabilities to employees for share options, share bonus and long-term incentive plans.

 

 

 

 

 

 

Consolidated balance sheet

as at 31 March 2010

As at 31 March

As at

30 September

2010

2009

2009

Notes

Unaudited

Unaudited

Audited

£m

 £m

 £m

Non-current assets

Goodwill

3,710

3,645

3,580

Other intangible assets

560

494

493

Property, plant and equipment

545

548

530

Interests in associates

33

32

32

Other investments

39

39

32

Trade and other receivables

67

61

64

Deferred tax assets*

297

321

300

Derivative financial instruments**

76

72

60

Non-current assets

5,327

5,212

5,091

Current assets

Inventories

245

245

230

Trade and other receivables

1,778

1,764

1,680

Tax recoverable*

16

15

25

Cash and cash equivalents**

568

730

588

Derivative financial instruments**

11

15

27

Current assets

2,618

2,769

2,550

Total assets

7,945

7,981

7,641

Current liabilities

Short-term borrowings**

(306)

(676)

(323)

Derivative financial instruments**

(7)

(13)

(15)

Provisions

9

(134)

(120)

(123)

Current tax liabilities*

(286)

(263)

(260)

Trade and other payables

(2,467)

(2,457)

(2,378)

Current liabilities

(3,200)

(3,529)

(3,099)

Non-current liabilities

Long-term borrowings**

(1,103)

(1,386)

(1,277)

Derivative financial instruments**

(5)

-

(3)

Post-employment benefit obligations

10

(336)

(257)

(335)

Provisions

9

(364)

(348)

(342)

Deferred tax liabilities*

(12)

(9)

(11)

Trade and other payables

(34)

(26)

(29)

Non-current liabilities

(1,854)

(2,026)

(1,997)

Total liabilities

(5,054)

(5,555)

(5,096)

Net assets

2,891

2,426

2,545

Equity

Share capital

188

185

185

Share premium account

291

196

215

Capital redemption reserve

44

44

44

Less: Own shares

(1)

(2)

(2)

Other reserves

4,573

4,547

4,489

Retained earnings

(2,213)

(2,563)

(2,395)

Total equity shareholders' funds

2,882

2,407

2,536

Minority interests

9

19

9

Total equity

2,891

2,426

2,545

* Component of current and deferred taxes ** Component of net debt

Consolidated cash flow statement

 

for the six months ended 31 March 2010

 

Six months to 31 March

Year ended

 

30 September

 

2010

2009

2009

 

Unaudited

Unaudited

Audited

 

Notes

£m

 £m

 £m

 

 

Cash flow from operating activities

 

Cash generated from operations

12

614

497

1,114

 

Interest paid

(49)

(58)

(111)

 

Interest element of finance lease rentals

(1)

(1)

(3)

 

Tax received

11

3

22

 

Tax paid

(84)

(90)

(188)

 

Net cash from/(used in) operating activities of continuing operations

491

351

834

 

Net cash from/(used in) operating activities of discontinued operations

-

(2)

(1)

 

Net cash from/(used in) operating activities

491

349

833

 

 

Cash flow from investing activities

 

Purchase of subsidiary companies and investments in associated undertakings (1)

11

(41)

(94)

(165)

 

Proceeds/(payments) from the sale/closure of discontinued activities (1)

6

(4)

(31)

(34)

 

Proceeds/(payments) from the sale/closure of other activities (1)

-

(2)

-

 

Tax on profits from sale of subsidiary companies and associated undertakings

-

-

3

 

Purchase of intangible assets and investments

(65)

(53)

(117)

 

Purchase of property, plant and equipment

(81)

(79)

(166)

 

Proceeds from sale of property, plant and equipment/intangibles

4

7

24

 

Purchase of other investments

(3)

(3)

(3)

 

Proceeds from sale of other investments

-

-

5

 

Dividends received from associated undertakings

4

3

4

 

Interest received

3

15

14

 

Net cash from/(used in) investing activities by continuing operations

(183)

(237)

(435)

 

Net cash from/(used in) investing activities by discontinued operations

-

-

-

 

Net cash from/(used in) investing activities

(183)

(237)

(435)

 

 

Cash flow from financing activities

 

Proceeds from issue of ordinary share capital

68

9

28

 

Purchase of own shares (2)

-

(11)

(12)

 

Net increase/(decrease) in borrowings - excluding new leases/repayments

13

(237)

174

(178)

 

Repayment of obligations under finance leases

13

(7)

(7)

(15)

 

Equity dividends paid

8

(164)

(148)

(229)

 

Dividends paid to minority interests

(2)

(1)

(3)

 

Net cash from/(used in) financing activities by continuing operations

(342)

16

(409)

 

Net cash from/(used in) financing activities by discontinued operations

-

-

-

 

Net cash from/(used in) financing activities

(342)

16

(409)

 

 

Cash and cash equivalents

 

Net increase/(decrease) in cash and cash equivalents

13

(34)

128

(11)

 

Cash and cash equivalents at beginning of the period

588

579

579

 

Currency translation gains/(losses) on cash and cash equivalents

14

23

20

 

Cash and cash equivalents at end of the period

568

730

588

 

 

(1) Net of cash acquired or disposed and payments received or made under warranties and indemnities.

 

(2) Share buy-back and increase/(decrease) in own shares held to satisfy employee share-based payments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of free cash flow from continuing operations

 

for the six months ended 31 March 2010

 

Six months to 31 March

Year ended

 

30 September

 

2010

2009

2009

 

Unaudited

Unaudited

Audited

 

£m

 £m

 £m

 

 

Net cash from operating activities of continuing operations

491

351

834

 

Purchase of intangible assets

(65)

(53)

(117)

 

Purchase of property, plant and equipment

(81)

(79)

(166)

 

Proceeds from sale of property, plant and equipment/intangibles

4

7

24

 

Purchase of other investments

(3)

(3)

(3)

 

Proceeds from sale of other investments

-

-

5

 

Dividends received from associated undertakings

4

3

4

 

Interest received

3

15

14

 

Dividends paid to minority interests

(2)

(1)

(3)

 

Other

-

-

1

 

Free cash flow from continuing operations

351

240

593

 

 

 

 

 

 

 

 

 

 

Notes to the condensed financial statements

for the six months ended 31 March 2010

1 Basis of preparation

 

 

The unaudited condensed financial statements for the six months ended 31 March 2010 have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' ('IAS 34'), and have been prepared on the basis of International Financial Reporting Standards ('IFRSs') and International Financial Reporting Interpretations Committee ('IFRIC') interpretations as adopted by the European Union that are effective for the year ended 30 September 2010.

 

 

The unaudited condensed financial statements for the six months ended 31 March 2010, which were approved by the Board on 12 May 2010, and the comparative information in relation to the year ended 30 September 2009, do not comprise statutory accounts for the purpose of Section 435 of the Companies Act 2006, and should be read in conjunction with the Annual Report for the year ended 30 September 2009. Those accounts have been reported upon by the Group's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain statements under Section 498 (2) or (3) of the Companies Act 2006.

 

The financial statements have been prepared on a going concern basis. This is discussed in the Business Review on page 11.

 

 

Except as described below, the accounting policies adopted in the preparation of these unaudited condensed financial statements are consistent with the policies applied by the Group in its consolidated financial statements for the year ended 30 September 2009:

 

Changes in accounting policy

 

The following amendments to existing standards and interpretations are effective for the Group for the six months ended 31 March 2010:

 

 IAS 1 'Presentation of Financial Statements' (revised 2007), requires that the Group present a 'statement of comprehensive income' and 'a consolidated statement of changes in equity' as primary statements. The standard is concerned with disclosure only and has no impact on the reported results or financial position of the Group.

 

 

IFRS 3 ' Business Combinations' (revised 2008) and IAS 27 'Consolidated and Separate Financial Statements' (revised 2008). The adoption of these standards has not had a material effect on the financial statements of the Group except for on the treatment of business combinations. The most significant changes to the Group's previous accounting policies for business combinations are as follows:

 

- acquisition transaction costs which would previously have been included in the cost of a business combination are expensed to the income statement as they are incurred; and

 

- any changes to the cost of an acquisition, including contingent consideration, resulting from events after the date of acquisition are recognised in the income statement. Previously such changes resulted in an adjustment to goodwill.

 

The revised standards have been applied prospectively to the 2010 acquisitions in note 11.

 

 

IAS 23 'Borrowing Costs' (revised 2007), requires borrowing costs which are directly attributable to the acquisition, construction or production of a qualifying asset to be capitalised as part of the cost of that asset. This has not had a significant impact on the Group's accounts for the six months ended 31 March 2010.

 

 

IFRIC 12 'Service Concession Arrangements' which addresses the accounting for concession contracts operated within a framework of services to the public. The Group has assessed the impact of this Interpretation and concluded that it does not have a significant impact on the Group's accounts

 

 

2 Seasonality of operations

Overall, seasonality is not a significant factor across the Group. However, within individual sectors and geographies we do see some seasonal effects. Revenues in the Education sector are lower outside term time and activity in the Business & Industry sector in Continental Europe slows down throughout the summer.

 

 

 

 

 

 

 

3 Segmental reporting

Geographical segments

North

Continental

UK &

Rest of

Intra

Revenues

America

 Europe

Ireland

the World

Group

Total

£m

£m

£m

£m

£m

£m

Six months ended 31 March 2010

External revenue

3,094

1,850

897

1,263

-

7,104

Less: Discontinued operations

-

-

-

-

-

-

External revenue - continuing

3,094

1,850

897

1,263

-

7,104

Six months ended 31 March 2009

External revenue

3,082

1,769

939

1,138

-

6,928

Less: Discontinued operations

-

-

-

(1)

-

(1)

External revenue - continuing

3,082

1,769

939

1,137

-

6,927

Year ended 30 September 2009

External revenue

5,871

3,429

1,829

2,318

-

13,447

Less: Discontinued operations

-

-

-

(3)

-

(3)

External revenue - continuing

5,871

3,429

1,829

2,315

-

13,444

(1) There is no inter-segmental trading

Products and services: Sectors

Defence,

Business

Healthcare

Sports

Offshore

Revenues

& Industry

Education

& Seniors

& Leisure

& Remote

Total

£m

£m

£m

£m

£m

£m

Six months ended 31 March 2010

External revenue

2,904

1,287

1,324

749

840

7,104

Less: Discontinued operations

-

-

-

-

-

-

External revenue - continuing

2,904

1,287

1,324

749

840

7,104

Six months ended 31 March 2009

External revenue

2,932

1,204

1,296

695

801

6,928

Less: Discontinued operations

-

-

-

-

(1)

(1)

External revenue - continuing

2,932

1,204

1,296

695

800

6,927

Year ended 30 September 2009

External revenue

5,821

2,038

2,529

1,475

1,584

13,447

Less: Discontinued operations

-

-

-

-

(3)

(3)

External revenue - continuing

5,821

2,038

2,529

1,475

1,581

13,444

(1) There is no inter-segmental trading

(2) Continuing revenues from external customers arising in the UK, the Group's country of domicile, were £859 million (six months to 31 March 2009: £897 million, year ended 30 September 2009: £1,749 million). Continuing revenues from external customers arising in all foreign countries from which the Group derives revenues were £6,245 million (six months to 31 March 2009: £6,030 million, year ended 30 September 2009: £11,695 million).

(3) The correctional business was transferred from the Business & Industry sector to the Defence, Offshore and Remote sector during the period. The comparatives have been restated accordingly.

 

 

 

 

 

 

 

 

 

Geographical segments

North

Continental

UK &

Rest of

Central

Result

America

 Europe

Ireland

the World

activities

Total

£m

£m

£m

£m

£m

£m

Six months ended 31 March 2010

Total operating profit before associates and costs

relating to acquisitions

244

143

54

87

(28)

500

Less: Discontinued operations

-

-

-

-

-

-

Operating profit before associates and costs relating to acquisitions - continuing

244

143

54

87

(28)

500

Less: Amortisation of intangibles arising on

acquisition

(1)

-

-

(2)

-

(3)

Less: Acquisition transaction costs

(1)

-

-

-

-

(1)

Operating profit before associates - continuing

242

143

54

85

(28)

496

Add: Share of profit of associates

2

-

2

-

-

4

Operating profit - continuing

244

143

56

85

(28)

500

Finance income

3

Finance costs

(45)

Hedge accounting ineffectiveness

1

Change in the fair value of investments and minority

interest put options

 

-

Profit before tax

459

Income tax expense

(125)

Profit for the period from continuing operations

334

Six months ended 31 March 2009

Total operating profit before associates and costs

relating to acquisitions

234

131

54

60

(28)

451

Less: Discontinued operations

-

-

-

-

-

-

Operating profit before associates and costs

relating to acquisitions - continuing

234

131

54

60

(28)

451

Less: Amortisation of intangibles arising on

acquisition

-

-

-

(2)

-

(2)

Operating profit before associates - continuing

234

131

54

58

(28)

449

Add: Share of profit of associates

2

-

2

-

-

4

Operating profit - continuing

236

131

56

58

(28)

453

Finance income

15

Finance costs

(65)

Hedge accounting ineffectiveness

(11)

Change in the fair value of investments and minority

interest put options

(5)

Profit before tax

387

Income tax expense

(112)

Profit for the period from continuing operations

275

Year ended 30 September 2009

Total operating profit before associates and costs

relating to acquisitions

441

232

114

147

(58)

876

Less: Discontinued operations

-

-

-

1

-

1

Operating profit before associates and costs

relating to acquisitions - continuing

441

232

114

148

(58)

877

Less: Amortisation of intangibles arising on

acquisition

(1)

-

(1)

(4)

(1)

(7)

Operating profit before associates - continuing

440

232

113

144

(59)

870

Add: Share of profit of associates

3

-

4

-

-

7

Operating profit - continuing

443

232

117

144

(59)

877

Finance income

14

Finance costs

(114)

Hedge accounting ineffectiveness

(7)

Change in the fair value of investments and minority

interest put options

3

Profit before tax

773

Income tax expense

(221)

Profit for the year from continuing operations

552

Geographical segments

Unallocated

North

Continental

UK &

Rest of

Central

Current and

Net

Balance sheet

America

 Europe

Ireland

the World

activities

deferred tax

debt

Total

£m

£m

£m

£m

£m

£m

£m

£m

As at 31 March 2010

Total assets

2,698

1,117

2,152

999

11

313

655

7,945

Total liabilities

(1,107)

(967)

(433)

(548)

(280)

(298)

(1,421)

(5,054)

Net assets/(liabilities)

1,591

150

1,719

451

(269)

15

(766)

2,891

Total assets include:

Interests in associates

6

-

27

-

-

-

-

33

Non-current assets

2,006

429

1,914

596

9

297

76

5,327

As at 31 March 2009

Total assets

2,585

1,175

2,130

935

3

336

817

7,981

Total liabilities

(1,011)

(975)

(357)

(514)

(352)

(272)

(2,074)

(5,555)

Net assets/(liabilities)

1,574

200

1,773

421

(349)

64

(1,257)

2,426

Total assets include:

Interests in associates

5

-

27

-

-

-

-

32

Non-current assets

1,954

427

1,875

549

14

321

72

5,212

As at 30 September 2009

Total assets

2,453

1,106

2,136

935

11

325

675

7,641

Total liabilities

(1,004)

(958)

(446)

(506)

(293)

(272)

(1,617)

(5,096)

Net assets/(liabilities)

1,449

148

1,690

429

(282)

53

(942)

2,545

Total assets include:

Interests in associates

4

-

28

-

-

-

-

32

Non-current assets

1,822

429

1,904

566

10

300

60

5,091

(1) Non-current assets arising in the UK, the Group's country of domicile, were £1,906 million (31 March 2009: £1,869 million, 30 September 2009: £1,898 million). Non-current assets arising in all foreign countries from which the Group derives revenues were £3,049 million (31 March 2009: £2,951 million, 30 September 2009: £2,833 million).

 

 

 

 

4 Financing and other gains/losses

 

 

Finance income and costs are recognised in the income statement in the period in which they are earned or incurred.

 

 

Six months to 31 March

Year ended

 

30 September

 

Finance income and costs

2010

2009

2009

 

£m

 £m

 £m

 

 

Finance income

 

Bank interest

3

11

14

 

Other interest

-

4

-

 

Total finance income

3

15

14

 

 

Finance costs

 

Bank loans and overdrafts

3

8

8

 

Other loans

32

49

90

 

Finance lease interest

1

1

3

 

Interest on bank loans, overdrafts, other loans and finance leases

36

58

101

 

Unwinding of discount on put options held by minority shareholders

1

1

1

 

Unwinding of discount on provisions

1

-

1

 

Amount charged to pension scheme liabilities net of expected return on scheme assets

(note 10)

7

6

11

 

Total finance costs

45

65

114

 

 

Finance costs by defined IAS 39(1) category

 

Fair value through profit and loss (unhedged derivatives)

5

4

13

 

Derivatives in a fair value hedge relationship

(19)

(4)

(22)

 

Derivatives in a net investment hedge relationship

2

(2)

-

 

Other financial liabilities

48

60

110

 

Interest on bank loans, overdrafts, other loans and finance leases

36

58

101

 

Fair value through profit or loss (put options held by minority interests)

2

1

2

 

Outside of the scope of IAS 39 (net pension scheme charge)

7

6

11

 

Total finance costs

45

65

114

 

(1) IAS 39 'Financial instruments: Recognition and Measurement'.

 

 

The Group uses derivative financial instruments such as foreign currency contracts and interest rate swaps to hedge the risks associated with changes in foreign exchange rates and interest rates. As explained in section Q of the Group's accounting policies in the Company's Annual Report for the year ended 30 September 2009, such derivative financial instruments are initially measured at fair value on the contract date, and are remeasured to fair value at subsequent reporting dates. For derivative financial instruments that do not qualify for hedge accounting, any gains or losses arising from changes in fair value are taken directly to the income statement in the period.

 

The Group has a small number of outstanding put options which enable minority shareholders to require the Group to purchase the minority interest shareholding at an agreed multiple of earnings. These options are treated as derivatives over equity instruments and are recorded in the balance sheet at fair value which is re-evaluated at each period end. Fair value is based on the present value of expected cash outflows. The movement in fair value is recognised as income or expense within the income statement.

 

 

Six months to 31 March

Year ended

 

30 September

 

2010

2009

2009

 

Other (gains)/losses

£m

 £m

 £m

 

 

Hedge accounting ineffectiveness

 

Unrealised net (gains)/losses on unhedged derivative financial instruments (1)

(1)

9

6

 

Unrealised net (gains)/losses on derivative financial instruments in a designated fair

value hedge(2)

(1)

(69)

(59)

 

Unrealised net (gains)/losses on the hedged item in a designated fair value hedge

1

71

60

 

Total hedge accounting ineffectiveness (gains)/losses

(1)

11

7

 

 

Change in the fair value of investments and minority interest put options

 

Change in the fair value of investments (1), (3)

-

2

-

 

Change in fair value of minority interest put options (credit)/charge (1)

-

3

(3)

 

Total

-

5

(3)

 

 

(1) Categorised as 'fair value through profit or loss' (IAS 39).

 

(2) Categorised as derivatives that are designated and effective as hedging instruments carried at fair value (IAS 39).

 

(3) Life insurance policies used by overseas companies to meet the cost of unfunded post-employment benefit obligations included in note 10.

 

5 Tax

The income tax expense on continuing operations for the period is based on an estimated full year effective tax rate of 27% (last full

year 29%). (1)

Recognised in the income statement: Income tax expense on continuing operations

Six months to 31 March

Year ended

 30 September

2010

2009

2009

£m

£m

£m

Current year

125

112

202

Adjustment in respect of prior years

(10)

8

(9)

Current tax expense/(credit)

115

120

193

Current year deferred tax

8

7

24

Adjustment in respect of prior years

2

(15)

4

Deferred tax expense/(credit)

10

(8)

28

Income tax expense/(credit) on continuing operations

125

112

221

(1) On an underlying basis.

The Group does not recognise deferred tax assets in respect of tax losses and other temporary differences where the recovery is uncertain. Unrecognised deferred tax assets in respect of tax losses and other temporary differences amount to £104 million (30 September 2009: £67 million). No deferred tax liability is recognised on temporary differences relating to the unremitted earnings of overseas operations as the Group is able to control the timing of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future.

 

 

 

 

 

 

6 Discontinued operations

 

 

Period ended 31 March 2010There is no profit or loss for the period from discontinued operations.

 

 

Period ended 31 March 2009The profit for the period from discontinued operations comprises the release of surplus provisions relating to prior period disposals and discontinued operations.

 

 

Year ended 30 September 2009The profit for the year from discontinued operations comprises the release of surplus provisions of £23 million and accruals of £20 million relating to prior year diposals, additional proceeds of £2 million and a loss after tax from trading activities of £1 million.

 

 

 

Six months to 31 March

Year ended

30 September

Financial performance of discontinued operations

2010

2009

2009

£m

£m

£m

Trading activities of discontinued operations (1)

External revenue

-

1

3

Operating costs

-

(1)

(4)

Loss before tax

-

-

(1)

Income tax (expense)/credit

-

-

-

Loss after tax

-

-

(1)

Exceptional items: Disposal of net assets and other adjustments relating to discontinued operations

Profit on disposal of net assets of discontinued operations

-

-

2

Release of surplus provisions and accruals related to discontinued operations (2), (3)

-

12

43

Profit on disposal before tax

-

12

45

Income tax (expense)/credit

-

-

(4)

Total profit after tax

-

12

41

Profit for the period from discontinued operations

Profit for the period from discontinued operations

-

12

40

(1) The trading activity relates to the final run-off of activity in businesses earmarked for closure.

 

(2) Released surplus provisions of £12 million in the period ended 31 March 2009.

 

(3) Released surplus provisions of £23 million and surplus accruals of £20 million, total £43 million, in the year ended 30 September 2009.

 

 

 

 

The profit/(loss) on disposal can be reconciled to the cash inflow/(outflow) from disposals as follows:

 

Net assets/(liabilities) disposed and disposal proceeds

Six months to 31 March

Year ended

30 September

2010

2009

2009

£m

£m

£m

Increase/(decrease) in retained liabilities (1), (2), (3)

(4)

(43)

(79)

Profit on sale/closure of discontinued operations before tax

-

12

45

Consideration, net of costs

(4)

(31)

(34)

Consideration deferred to future periods

-

-

-

Cash disposed of

-

-

-

Cash inflow/(outflow) from disposals

(4)

(31)

(34)

(1) Includes the utilisation of disposal provisions of £4 million in the period ended 31 March 2010.

 

(2) Including the release of surplus provisions of £12 million and the utilisation of accruals / provisions in respect of warranty claims, legal claims and other indemnities of £31 million in the period ended 31 March 2009. Total £43 million.

 

(3) Including the release of surplus provisions of £23 million and surplus accruals of £20 million; the utilisation of accruals/provisions in respect of purchase price adjustments; warranty claims and other indemnities of £36 million in the year ended 30 September 2009. Total £79 million.

 

 

There were no assets or liabilities included in disposal groups held for sale (on a debt free/cash free basis) at the balance sheet date.

 

 

 

 

 

 

 

7 Earnings per share

 

 

The calculation of earnings per share is based on earnings after tax and the weighted average number of shares in issue during the period. The adjusted earnings per share figures have been calculated based on earnings excluding the effect of discontinued operations, the amortisation of intangible assets arising on acquisition, acquisition transaction costs, hedge accounting ineffectiveness, and the change in the fair value of investments and minority interest put options and the tax attributable to these amounts. These items are excluded in order to show the underlying trading performance of the Group.

 

 

Six months to 31 March

Year ended

 

30 September

 

Attributable profit

2010

2009

2009

 

£m

£m

£m

 

 

Profit for the period attributable to equity shareholders of the Company

333

284

586

 

Less: Profit for the period from discontinued operations

-

(12)

(40)

 

Attributable profit for the period from continuing operations

333

272

546

 

Add back: Amortisation of intangible assets arising on acquisition (net of tax)

2

1

6

 

Add back: Acquisition transaction costs (net of tax)

1

-

-

 

Add back: Loss/(profit) from hedge accounting ineffectiveness (net of tax)

(1)

8

5

 

Add back: Change in the fair value of investments and minority interest put options (net of

tax)

-

4

(3)

 

Underlying attributable profit for the period from continuing operations

335

285

554

 

 

Six months to 31 March

Year ended

 

30 September

 

Average number of shares (millions of ordinary shares of 10p each)

2010

2009

2009

 

 

Average number of shares for basic earnings per share

1,863

1,846

1,848

 

Dilutive share options

8

5

7

 

Average number of shares for diluted earnings per share

1,871

1,851

1,855

 

 

Basic earnings per share (pence)

 

From continuing and discontinued operations

17.9

15.4

31.7

 

From discontinued operations

-

(0.7)

(2.2)

 

From continuing operations

17.9

14.7

29.5

 

Amortisation of intangible assets arising on acquisition (net of tax)

0.1

0.1

0.3

 

Acquisition transaction costs (net of tax)

0.1

-

-

 

Hedge accounting ineffectiveness (net of tax)

(0.1)

0.4

0.3

 

Change in the fair value of investments and minority interest put options (net of tax)

-

0.2

(0.1)

 

From underlying continuing operations

18.0

15.4

30.0

 

 

Diluted earnings per share (pence)

 

From continuing and discontinued operations

17.8

15.3

31.6

 

From discontinued operations

-

(0.6)

(2.2)

 

From continuing operations

17.8

14.7

29.4

 

Amortisation of intangible assets arising on acquisition (net of tax)

0.1

0.1

0.3

 

Acquisition transaction costs (net of tax)

0.1

-

-

 

Hedge accounting ineffectiveness (net of tax)

(0.1)

0.4

0.3

 

Change in the fair value of investments and minority interest put options (net of tax)

-

0.2

(0.1)

 

From underlying continuing operations

17.9

15.4

29.9

 

 

 

 

 

 

 

 

 

 

 

8 Dividends

The interim dividend of 5.0 pence per share (2009: 4.4 pence per share), £94 million in aggregate(1), is payable on 2 August 2010 to shareholders on the register at the close of business on 2 July 2010. The dividend was approved by the Board after the balance sheet date, and has therefore not been reflected as a liability in the interim financial statements.

Six months to 31 March

Year ended

30 September

Dividends on ordinary shares of 10p each

2010

2009

2009

£m

£m

£m

Final 2008 - 8.0p per share

-

148

148

Interim 2009 - 4.4p per share

-

-

81

Final 2009 - 8.8p per share

164

-

-

Total dividends

164

148

229

(1) Based on the number of shares in issue at 31 March 2010 (1,878 million shares).

 

9 Provisions

Six months to 31 March

 Year ended

Provisions in respect of

30 September

Provisions

discontinued and disposed

Onerous

Legal and other

Environmental

2010

2009

2009

 Insurance

 businesses

contracts

claims

and other

Total

Total

Total

£m

£m

 £m

 £m

 £m

£m

£m

£m

Brought forward

163

89

49

127

37

465

454

454

Reclassified(1)

-

-

1

4

1

6

1

23

Expenditure in the year

(3)

(4)

(3)

(5)

(6)

(21)

(33)

(63)

Charged to income statement

18

-

1

9

8

36

22

76

Credited to income statement

-

-

(2)

(1)

-

(3)

(16)

(53)

Fair value adjustments arising

on acquisitions

-

-

-

-

-

-

-

1

Unwinding of discount on

provisions

-

-

1

-

-

1

1

1

Currency adjustment

10

-

1

3

-

14

39

26

Carried forward

188

85

48

137

40

498

468

465

As at 31 March

As at

30 September

Provisions

2010

2009

2009

£m

£m

£m

Current

134

120

123

Non-current

364

348

342

Total provisions

498

468

465

(1) Including items reclassified from accrued liabilities and other balance sheet captions.

 

The provision for insurance relates to the costs of self-funded insurance schemes and is essentially long-term in nature. Provisions in respect of discontinued and disposed businesses relate to estimated amounts payable in connection with onerous contracts and claims arising from disposals. The final amount payable remains uncertain as, at the date of approval of these financial statements, there remains a further period during which claims may be received. The timing of any settlement will depend upon the nature and extent of claims received. Surplus provisions of £nil were credited to the discontinued operations section of the income statement in the period (six months ended 31 March 2009: £12 million, year ended 30 September 2009: £23 million). Provisions for onerous contracts represent the liabilities in respect of short-term and long-term leases on unoccupied properties and other contracts lasting under five years. Provisions for legal and other claims relate principally to the estimated cost of litigation and sundry other claims. The timing of the settlement of these claims is uncertain. Environmental provisions are in respect of potential liabilities relating to the Group's responsibility for maintaining its operating sites in accordance with statutory requirements and the Group's aim to have a low impact on the environment. These provisions are expected to be utilised as operating sites are disposed of or as environmental matters are resolved. The other provisions include provisions for restructuring.

10 Post-employment benefit obligations

 

 

The Group operates a number of pension arrangements throughout the world which have been developed in accordance with statutory requirements and local customs and practices. The majority of schemes are self administered and the schemes' assets are held independently of the Group's finances. Pension costs are assessed in accordance with the advice of independent, professionally qualified actuaries. The Group makes employer contributions to the various schemes in existence within the range of 3% - 35% of pensionable salaries. The arrangements are described in more detail in note 23 of the Consolidated Financial Statements of the Company's Annual Report for the year ended 30 September 2009.

 

 

Six months to 31 March

Year ended

 

30 September

 

Post-employment benefit obligations: Total (surplus)/deficit

2010

2009

2009

 

UK

USA

Other

Total

Total

Total

 

£m

£m

£m

£m

£m

£m

 

 

Brought forward

142

103

91

336

133

133

 

Business acquisitions

-

-

-

-

-

1

 

Current service cost

5

4

5

14

14

23

 

Past service cost

-

-

-

-

-

1

 

Curtailment credit

-

-

-

-

-

(1)

 

Amount charged to plan liabilities

38

8

5

51

50

100

 

Expected return on plan assets

(34)

(7)

(3)

(44)

(44)

(89)

 

Actuarial (gains)/losses

(7)

(5)

8

(4)

99

205

 

Employer contributions

(11)

(4)

(8)

(23)

(25)

(57)

 

Currency adjustment

-

6

2

8

31

20

 

 

Carried forward

133

105

100

338

258

336

 

 

 

The deficit can be reconciled to the post-employment benefit obligations reported in the consolidated balance sheet as follows:

 

 

As at 31 March

As at

 

Post-employment benefit obligations recognised in the balance sheet

30 September

 

2010

2009

2009

 

£m

£m

£m

 

 

Total deficit of defined benefit pension plans shown in the above table

338

258

336

 

Surplus not recognised

-

1

1

 

Past service cost not recognised (1)

(2)

(2)

(2)

 

Post-employment benefit obligations shown in the balance sheet

336

257

335

 

 

(1) To be recognised over the remaining service life in accordance with IAS 19.

 

 

The actuarial (gain)/loss reported in the consolidated statement of comprehensive income can be reconciled as follows:

 

 

Six months to 31 March

Year ended

 

30 September

 

Actuarial adjustments

2010

2009

2009

 

£m

£m

£m

 

 

Actuarial (gains)/losses shown in the above table

(4)

99

205

 

Increase/(decrease) in surplus not recognised 

(1)

1

1

 

Actuarial (gains)/losses shown in the statement of comprehensive income

(5)

100

206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11 Business combinations

 

 

The Group acquired 100% of Hurley Corporation ('Hurley'), a provider of soft support services to the Canadian Business & Industry sector, on 4 February 2010 for a total consideration of £31 million. £25 million was paid at closing with the remaining £6 million being deferred. The Group also made a number of small infill acquisitions in its US vending business for a total consideration of £2 million.

 

 

Acquisitions

Adjustments (1)

Total

 

 

Book

Fair

Fair

Fair

 

value

value

value

value

 

£m

£m

£m

£m

 

 

Net assets acquired

 

 

Contract-related and other intangibles arising on acquisition

1

2

1

3

 

Property, plant and equipment

3

3

2

5

 

Inventories

1

1

-

1

 

Trade and other receivables

10

10

-

10

 

Cash and cash equivalents

-

-

-

-

 

Other assets

1

1

-

1

 

Trade and other payables

(6)

(6)

(2)

(8)

 

Deferred tax liabilities

(1)

(1)

-

(1)

 

Other liabilities

-

-

(1)

(1)

 

Fair value of net assets acquired

9

10

-

10

 

Goodwill arising on acquisition

23

4

27

 

Total consideration

33

4

37

 

 

Satisfied by

 

 

Cash consideration

27

2

29

 

Deferred consideration

6

2

8

 

33

4

37

 

 

Cash flow

 

 

Cash consideration

27

2

29

 

Cash acquired

-

-

-

 

Net cash outflow arising on acquisition

27

2

29

 

Deferred consideration and other payments relating to previous acquisitions 

12

 

Total cash outflow arising from the purchase of subsidiary companies and

investments in associated undertakings

41

 

 

(1) Adjustments to provisional amounts in respect of prior year acquisitions in accordance with International Financial Reporting Standard 3 'Business Combinations 2003'.

 

 

Adjustments made to the fair value of assets acquired include the value of intangible assets, provisions and other adjustments recognised on acquisition in accordance with International Financial Reporting Standard 3 'Business Combinations' (revised 2008). The adjustments made in respect of the acquisitions in the six months to 31 March 2010 are provisional and will be finalised within 12 months of the acquisition date.

 

 

The goodwill arising on the acquisition of the businesses represents the premium the Group paid to acquire companies which complement the existing business and create significant opportunities for cross selling and other synergies.

 

 

Acquisition transaction costs expensed in the six months to 31 March 2010 were £1 million.

 

 

In the period from acquisition to 31 March 2010 the acquisitions contributed revenue of £12 million and operating profit of £nil million to the Group's results. If the acquisitions had occurred on 1 October 2009, Group revenue for the period would have been £7,128 million and total Group operating profit (including associates) would have been £501 million.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12 Reconciliation of operating profit to cash generated by operations

Six months to 31 March

Year ended

30 September

 

Reconciliation of operating profit to cash generated by continuing operations

2010

2009

2009

£m

£m

£m

Operating profit from continuing operations

496

449

870

Adjustments for:

Amortisation of intangible assets

44

38

89

Amortisation of intangible assets arising on acquisition

3

2

7

Depreciation of property, plant and equipment

68

68

136

(Gain)/loss on disposal of property, plant and equipment / intangible assets

1

2

2

(Gain)/loss on disposal of investments

-

-

(1)

Increase/(decrease) in provisions

16

8

8

Increase/(decrease) in post-employment benefit obligations

(10)

(10)

(33)

Share-based payments - charged to profits

5

4

4

Share-based payments - settled in cash or existing shares (1)

-

(1)

(1)

Operating cash flows before movement in working capital

623

560

1,081

(Increase)/decrease in inventories

(3)

4

8

(Increase)/decrease in receivables

(26)

69

96

Increase/(decrease) in payables

20

(136)

(71)

Cash generated by continuing operations

614

497

1,114

(1) It was originally anticipated these payments would be satisfied by the issue of new shares. However, they were settled in cash or existing shares purchased in the market.

 

 

 

 

 

13 Reconciliation of net cash flow to movement in net debt

This table is presented as additional information to show movement in net debt, defined as overdrafts, bank and other borrowings, finance leases and derivative financial instruments, net of cash and cash equivalents during the period.

Six months to 31 March

Net

Total

debt

Cash

Bank

overdrafts

Derivative

Total

Net

Net

Year ended

and cash

Bank

and other

and

Finance

financial

gross

debt

debt

30 September

Net debt

equivalents

overdrafts

borrowings

borrowings

leases

instruments

debt

2010

20 09

2009

£m

£m

£m

£m

£m

£m

£m

£m

£m

£m

Brought forward

588

(71)

(1,476)

(1,547)

(53)

69

(1,531)

(943)

(1,005)

(1,005)

Net increase/(decrease)

in cash and cash

equivalents

(34)

-

-

-

-

-

-

(34)

128

(11)

Cash outflow from

repayment of bonds

-

-

200

200

-

-

200

200

-

356

Cash (inflow) from

private placement

-

-

-

-

-

-

-

-

(187)

(187)

Cash (inflow)/outflow

from changes in other

gross debt

-

22

1

23

-

14

37

37

13

9

Cash (inflow)/outflow

from repayment of

obligations under

finance leases

-

-

-

-

7

-

7

7

7

15

(Increase)/decrease in

net debt as a result of

new finance leases

taken out

-

-

-

-

(1)

-

(1)

(1)

(1)

(4)

Currency translation

gains/(losses)

14

(6)

(36)

(42)

(2)

(5)

(49)

(35)

(195)

(118)

Acquisitions and

disposals (excluding

cash and overdrafts)

-

-

-

-

-

-

-

-

(15)

(15)

Other non-cash

movements

-

-

5

5

-

(2)

3

3

(3)

17

Carried forward

568

(55)

(1,306)

(1,361)

(49)

76

(1,334)

(766)

(1,258)

(943)

Other non-cash movements are comprised as follows:

Six months to 31 March

Year ended

30 September

Other non-cash movements in net debt 

2010

2009

2009

£m

£m

£m

Bank overdrafts

 

-

 

(1)

 

-

 

Amortisation of the fair value adjustment in respect of the £250 million sterling Eurobond redeemable in 2014

2

2

4

Swap monetisation credit

4

4

7

Unrealised net gains/(losses) on bank and other borrowings in a designated fair value hedge

(1)

(71)

(60)

Bank and other borrowings 

5

(65)

(49)

Changes in the value of derivative financial instruments

(2)

63

66

Other non-cash movements 

3

(3)

17

 

 

 

 

 

 

 

 

 

 

 

14 Contingent liabilities

As at 31 March

As at

30 September

Performance bonds, guarantees and indemnities (1)

2010

2009

2009

£m

£m

£m

Performance bonds, guarantees and indemnities (including those of associated undertakings)

358

350

330

(1) Excludes bonds, guarantees and indemnities in respect of self-insurance liabilities, post-employment obligations and borrowings (including finance and operating leases) recorded on the balance sheet or disclosed in note 16.

Performance bonds, guarantees and indemnities

The Company and certain subsidiary undertakings have, in the normal course of business, given guarantees and entered into counter-indemnities in respect of such guarantees relating to the Group's own contracts and / or the Group's share of certain contractual obligations of joint ventures and associates. Where the Group enters into such arrangements, it does so in order to provide assurance to the beneficiary that it will fulfil its existing contractual obligations. The issue of such guarantees and indemnities does not therefore increase the Group's overall exposure and the disclosure of such performance bonds, guarantees and indemnities is given for information purposes only.

Eurest Support Services

On 21 October 2005, the Company announced that it had instructed Freshfields Bruckhaus Deringer to conduct an investigation into the relationships between Eurest Support Services ('ESS') (a member of the Group), IHC Services Inc. ('IHC') and the United Nations. Ernst & Young assisted Freshfields Bruckhaus Deringer in this investigation. On 1 February 2006, it was announced that the investigation had concluded. The investigation established serious irregularities in connection with contracts awarded to ESS by the UN. The work undertaken by Freshfields Bruckhaus Deringer and Ernst & Young gave no reason to believe that these issues extended beyond a few individuals within ESS to other parts of ESS or the wider Compass Group of companies. The Group settled all outstanding civil litigation against it in relation to this matter in October 2006, but litigation continues between competitors of ESS, IHC and other parties involved in UN procurement.

 

IHC's relationship with the UN and ESS was part of a wider investigation into UN procurement activity being conducted by the United States Attorney's Office for the Southern District of New York, and with which the Group co-operated fully. The current status of that investigation is uncertain and a matter for the US authorities. Those investigators could have had access to sources unavailable to the Group, Freshfields Bruckhaus Deringer or Ernst & Young, and further information may yet emerge which is inconsistent with, or additional to, the findings of the Freshfields Bruckhaus Deringer investigation, which could have an adverse impact on the Group. The Group has however not been contacted by, or received further requests for information from, the United States Attorney's Office for the Southern District of New York in connection with these matters since January 2006. The Group has cooperated fully with the UN throughout.

Other litigation

The Group is also involved in various other legal proceedings incidental to the nature of its business and maintains insurance cover to reduce financial risk associated with claims related to these proceedings. Where appropriate, provisions are made to cover any potential uninsured losses.

Outcome

Although it is not possible to predict the outcome of these proceedings, or any claim against the Group related thereto, in the opinion of the directors, any uninsured losses resulting from the ultimate resolution of these matters will not have a material effect on the financial position of the Group.

Minimum profits guarantee

The Group has provided a guarantee to one of its joint venture partners over the level of profits which will accrue to them in future periods. The maximum amount payable under this guarantee is £35 million, which would be payable in respect of the period from 1 July 2007 to 31 December 2010. Based on the latest management projections, no overall liability is expected to arise in relation to this guarantee; however, the phasing of profits over the period covered by this guarantee is expected to give rise to a number of annual payments / repayments between the parties.

 

 

 

 

 

 

 

 

 

 

15 Capital commitments

As at 31 March

As at

30 September

Capital commitments

2010

2009

2009

£m

£m

£m

Contracted for but not provided for

69

69

61

 

 

16 Operating lease and concessions commitments

The Group leases offices and other premises under non-cancellable operating leases. The leases have varying terms, purchase options, escalation clauses and renewal rights. The Group has some leases that include revenue-related rental payments that are contingent on future levels of revenue.

There has been no material change to the level of future minimum rentals payable under non-cancellable operating leases and concession agreements since 30 September 2009.

 

 

17 Related party transactions

The following transactions were carried out with related parties of Compass Group PLC:

Subsidiaries

Transactions between the ultimate parent company and its subsidiaries, and between subsidiaries, have been eliminated on consolidation.

Joint ventures

There were no significant transactions between joint ventures or joint venture partners and the rest of the Group during the period.

Associates

There were no significant transactions with associated undertakings during the period.

Key management personnel

During the period there were no material transactions or balances between the Group and its key management personnel or members of their close family, other than from remuneration.

 

 

18 Post balance sheet events

On 30 April 2010 the Group acquired Caterine Restauration S.A.S., a significant provider of foodservices to the French Education and Healthcare sectors and on 7 May 2010 the Group acquired Clean Mall and FB Facility, a Brazilian support services business.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19 Exchange rates

Six months to 31 March

Year ended

30 September

Exchange rates

2010

2009

2009

Average exchange rate for the period

Australian Dollar

1.77

2.24

2.12

Brazilian Real

2.84

3.39

3.26

Canadian Dollar

1.68

1.84

1.82

Euro

1.12

1.16

1.15

Japanese Yen

143.45

147.71

149.65

Norwegian Krone

9.25

10.25

10.12

South African Rand

11.96

14.59

13.69

Swedish Krona

11.33

12.18

12.08

Swiss Franc

1.65

1.75

1.74

UAE Dirham

5.84

5.60

5.73

US Dollar

1.59

1.52

1.56

Closing exchange rate as at the end of the period

Australian Dollar

1.64

2.06

1.83

Brazilian Real

2.71

3.26

2.85

Canadian Dollar

1.53

1.78

1.73

Euro

1.11

1.08

1.10

Japanese Yen

138.85

140.41

143.86

Norwegian Krone

8.96

9.51

9.34

South African Rand

11.10

13.71

11.84

Swedish Krona

10.88

11.68

11.21

Swiss Franc

1.59

1.64

1.66

UAE Dirham

5.50

5.26

5.85

US Dollar

1.50

1.43

1.59

(1) Average rates are used to translate the income statement and cash flow. Closing rates are used to translate the balance sheet. Only the most significant currencies are shown.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes to Editors:

 

(a) Compass Group is the world's largest foodservice company with annual revenue of over £13 billion operating in over 50 countries.

 

(b) MAP is a simple, but clearly defined Group operating framework. MAP focuses on five key value drivers, enabling the businesses to deliver disciplined, profitable growth with the focus more on organic growth and like for like growth.

 

The five key value drivers are:

 

MAP 1: Client sales and marketing

MAP 2: Consumer sales and marketing

MAP 3: Cost of food

MAP 4: Unit costs

MAP 5: Above unit overheads

 

 

(c) The timetable for payment of the interim dividend of 5.0 p per share is as follows:

 

Ex dividend date:

30 June 2010

Record date:

2 July 2010

Payment date:

2 August 2010

 

 

(d) The Interim Results Announcement was approved by the Directors on 12 May 2010.

 

The Interim Results Announcement does not comprise statutory accounts within the meaning of Section 435 of the Companies Act 2006.

 

(e) Forward looking statements

 

This Interim Results Announcement contains forward looking statements within the meaning of Section 27A of the Securities Act 1933, as amended, and Section 21E of the Securities Exchange Act 1934, as amended. These statements are subject to a number of risks and uncertainties and actual results and events could differ materially from those currently being anticipated as reflected in such forward looking statements. The terms 'expect', 'should be', 'will be', 'is likely to' and similar expressions identify forward looking statements. Factors which may cause future outcomes to differ from those foreseen in forward looking statements include, but are not limited to: general economic conditions and business conditions in Compass Group's markets; exchange rate fluctuations; customers' and clients' acceptance of its products and services; the actions of competitors; and legislative, fiscal and regulatory developments.

(f) A presentation for analysts and investors will take place at 9:30 a.m. (BST/London) on Wednesday 12 May 2010 at Merrill Lynch Financial Centre, 2 King Edward Street, London, EC1A 1HQ.

The live presentation can also be accessed via both a teleconference and webcast:

 

·; To listen to the live presentation via teleconference, dial +44 (0) 20 7906 8567.

·; To view the presentation slides and/or listen to a live webcast of the presentation, go to www.compass-group.com or www.cantos.com.

·; Please note that remote listeners will not be able to ask questions during the Q&A session.

A replay recording of the presentation will also be available via teleconference and webcast:

·; A teleconference replay of the presentation will be available from 12:00 noon (BST/London) on Wednesday 12 May 2010 for five working days. To hear the replay, dial +44 (0) 203 364 5943, passcode 264943#.

·; A webcast replay of the presentation will be available for six months, at www.compass-group.com and www.cantos.com

 

Enquiries:

Investors/Analysts

Andrew Martin/Sarah John

+44 (0) 1932 573000

Media

Chris King

+44 (0) 1932 573116

Website:

www.compass-group.com

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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Change0.00