Final Results
Monday 27 February 2012
ANNUAL RESULTS ANNOUNCEMENT
ADJUSTED EARNINGS PER SHARE AND DIVIDEND UP 13%
Bunzl plc, the international distribution and outsourcing Group, today publishes its annual results for the year ended 31 December 2011.
|
|
2011 |
2010 |
Growth as reported |
Growth at constant exchange |
|
Revenue |
£5,109.5m |
£4,829.6m |
6% |
7% |
|
Operating profit* |
£335.7m |
£306.7m |
9% |
10% |
|
Profit before tax† |
£306.1m |
£276.2m |
11% |
11% |
|
Adjusted earnings per share† |
68.5p |
60.6p |
13% |
13% |
|
Dividend for the year |
26.35p |
23.35p |
13% |
|
|
|
|
|
|
|
|
Operating profit |
£279.3m |
£255.7m |
9% |
|
|
Profit before tax |
£193.7m |
£225.2m |
(14)% |
|
|
Basic earnings per share |
38.2p |
49.1p |
(22)% |
|
Other highlights include:
· Organic revenue growth increased to 4%, its highest level since 2006
· Group operating margin* up 20 basis points to 6.6%
· All business areas show improved operating margins* at constant exchange rates
· Disposal of vending with proceeds reinvested in core, higher return businesses
· Acquisition spend of £185 million adding annualised revenue of more than £200 million
· Very strong cash flow with net debt to ebitda ratio reduced from 2.1 times to 1.7 times
· Strong track record of earnings† and dividend growth continues with increases of 13%
* Before intangible amortisation and acquisition related costs
† Before intangible amortisation, acquisition related costs and disposal of business
Commenting on today's results, Michael Roney, Chief Executive of Bunzl, said:
"Against the background of persistently challenging macroeconomic conditions, I am pleased to report that Bunzl has again achieved excellent results. A combination of strong organic growth, good performance from the acquisitions made in 2010 and increased acquisition spend during 2011 all contributed to another successful year.
Looking ahead, even though the outlook for economic growth remains uncertain, we believe that our resilient business model, strong market position and promising acquisition pipeline will continue to provide further opportunities for the growth and development of the Group."
Bunzl also today announces that it has acquired the business of CDW Merchants, Inc.
Based in Chicago, the business is principally engaged in the sale of retail gift packaging and visual merchandising solutions and products to the specialty retail and online retailing sectors throughout the US. Revenue in the year ended 31 December 2011 was $11.9 million and the gross assets acquired are estimated to be $1.3 million.
Commenting on the acquisition, Michael Roney said:
"CDW Merchants complements our existing non-food retail supplies business in North America and extends our customer base, particularly in the specialty and online retail sector. The business works closely with its customers to increase brand appeal and consumer loyalty through innovative gift packaging concepts and merchandising displays. We are delighted to welcome the management and staff to Bunzl."
Enquiries:
|
Bunzl plc Michael Roney, Chief Executive Brian May, Finance Director Tel: 020 7725 5000 |
Tulchan David Allchurch Stephen Malthouse Tel: 020 7353 4200 |
Note:
A live webcast of today's presentation to analysts will be available on www.bunzl.com commencing at 9.30 am.
CHAIRMAN'S STATEMENT
Although the challenging macroeconomic conditions, which have recently created so much uncertainty across the international markets in which we operate, persisted throughout 2011, I am once again pleased to report a very strong set of results for the Group.
Revenue increased to £5,109.5 million (2010: £4,829.6 million), an increase of 7% at constant exchange rates, due to strong organic growth in North America, Continental Europe and Rest of the World combined with the impact of recent acquisitions, partly offset by lower sales in UK & Ireland.
Operating profit before intangible amortisation and acquisition related costs was £335.7 million (2010: £306.7 million), up 10% at constant exchange rates, as margins improved in all business areas. On the same basis the Group operating margin improved by 20 basis points to 6.6%. Adjusted earnings per share before intangible amortisation, acquisition related costs and the loss on disposal of business were 68.5p (2010: 60.6p), an increase of 13% at constant exchange rates.
Adverse currency translation movements, principally the US dollar, reduced the growth rates marginally, by less than 1%.
Dividend
The Board is recommending a 13% increase in the final dividend to 18.3p. This brings the total dividend for the year to 26.35p, also a 13% increase. Shareholders will again have the opportunity to participate in our dividend reinvestment plan.
Strategy
We continue to pursue our established strategy of developing the business by organic growth and improved efficiencies and consolidating the markets in which we compete through focused acquisitions in both existing and new geographies.
We achieve our organic growth by applying our resources and expertise to enable customers to outsource to Bunzl the purchasing, consolidation and distribution of a broad range of goods not for resale. By doing so our customers are able to focus on their core business more cost effectively by achieving purchasing efficiencies and savings, freeing up working capital, improving their distribution capabilities and simplifying their internal administration. Acquisition activity, which started to pick up in 2010, continued strongly throughout 2011 with £185 million invested during the year acquiring businesses with annualised revenue of more than £200 million. Having pursued our strategy consistently over many years, we have built leading positions in a variety of market sectors across the Americas, Europe and Australasia.
Vending disposal
As announced on 30 August, we divested our vending business in the UK during the second half of the year. This business, originally acquired in 1999, no longer met our strategic aims and the Board therefore decided to sell it. The net cash proceeds amounted to £31 million and the loss on disposal was £56 million.
Investment
We have continued to invest in the business in order to support our growth strategy and ensure that we retain our competitive advantage, thereby maintaining our leadership in the marketplace. Improving and upgrading our IT systems and warehouse facilities, both as we integrate new businesses into the Group and look to improve our existing infrastructure, are critical to our success in being able to serve our customers in the most efficient and appropriate manner.
Corporate responsibility
Bunzl is a responsible company which is only sustainable if we maintain profitability through business practices which positively impact stakeholders, whether customers, employees or suppliers. Business integrity together with committed, well trained employees working in a safe environment, focusing on reducing our environmental impact, contributing to the communities in which we operate, encouraging our suppliers to adopt a similar ethos and helping our customers to meet their Corporate Responsibility ('CR') goals, particularly those relating to sustainability, are all intrinsic to our everyday business. During 2011 we have developed and implemented tailored training modules covering our CR policies including those relating to our Business Standards/Code of Ethics such as gifts and entertainment, facilitation payments and our whistle blowing process. In addition we have enhanced some of our existing CR associated controls and procedures and the due diligence processes undertaken prior to acquiring a business or when appointing agents. Our CR policies have also been shared with our key suppliers to promote similar levels of CR activity in their own businesses.
Employees
As a service oriented company we continue to rely on the quality and efficiency of our employees across the world. One of the strengths of our business is the enthusiasm, loyalty and long service of our employees which assists in the continuity and delivery of our service offering as well as helping to ensure the smooth integration of newly acquired businesses into Bunzl. We are very grateful for the continuing hard work and commitment of all our employees and we welcome all the new employees who have joined the Group during 2011 whether through acquisition or recruitment.
Credit facilities
The Group remains highly cash generative and we continue to have access to diverse sources of funding to achieve our strategic objectives. In 2011 our net cash inflow was £63 million despite cash expenditure of £161 million on acquisitions. In April 2011 we drew approximately £75 million (sterling equivalent) of US private placement funds which we had agreed in 2010 and during the year we also agreed approximately £350 million of medium term banking facilities, the vast majority of which were renewals of existing facilities. Our undrawn committed facilities at the end of the year were £621 million.
Board
Charles Banks, who served as a non-executive director for almost nine years, latterly as Chairman of the Remuneration Committee, retired from the Board after our Annual General Meeting in April. His independent advice and significant contribution to our success were greatly appreciated. Peter Johnson, who has been a non-executive director since 2006 and the Senior Independent Director since 2010, was appointed as Chairman of the Remuneration Committee. Eugenia Ulasewicz was appointed as a non-executive director in April. Currently President of Burberry, Americas, she has a wealth of experience in the retail sector and has overseen the recent growth and successful development of Burberry's businesses in North and South America which includes both wholesale and retail businesses and an extensive distribution network. We welcome her to the Board.
Philip Rogerson
Chairman
27 February 2012
CHIEF EXECUTIVE'S REVIEW
Operating performance
The positive momentum from 2010 continued in 2011 as we had another successful year due to a combination of organic growth, good performance from the acquisitions made in 2010 and increased acquisition spend during the year.
Although some currencies, notably the euro, were marginally stronger than in 2010, the translation effects of the weaker US dollar and overall currency movements have slightly reduced the reported growth rates of revenue and operating profit. The operations, including the relevant growth rates, are therefore reviewed below at constant exchange rates to remove the distorting impact of these currency movements. Changes in the level of revenue and profits at constant exchange rates have been calculated by retranslating the results for 2010 at the average rates used for 2011. Unless otherwise stated, all references in this review to operating profit are to operating profit before intangible amortisation and acquisition related costs.
Revenue increased 7% (6% at actual exchange rates) to £5,109.5 million and operating profit was £335.7 million, an increase of 10% (9% at actual exchange rates). The percentage growth in operating profit was greater than that of revenue due to the improvement in operating margins in all business areas which has resulted in a 20 basis point improvement in Group operating margin to 6.6%.
In North America revenue rose 7% (4% at actual exchange rates) due to strong organic growth and the impact of Cool-Pak and Netpak, which we acquired in August 2010 and July 2011 respectively, while operating profit increased 9% (6% at actual exchange rates). Revenue in Continental Europe rose 12% (14% at actual exchange rates) as a result of good organic growth and the impact of acquisitions completed in 2010 and 2011 and operating profit was up 17% (20% at actual exchange rates). In UK & Ireland revenue decreased by 1% at both constant and actual exchange rates primarily due to the persisting difficult economic conditions and weakness in some businesses. However operating profit rose 1% at both constant and actual exchange rates due to the positive impact of earlier cost reduction initiatives, product mix improvements in some businesses and the disposal of vending. In Rest of the World revenue increased 12% (20% at actual exchange rates) and operating profit was up 13% (19% at actual exchange rates) due to both good organic growth and the impact of acquisitions.
Basic earnings per share were lower at 38.2p (2010: 49.1p) due to the loss on disposal of the vending business but adjusted earnings per share, after eliminating the effect of intangible amortisation, acquisition related costs and the loss on disposal of vending, were 68.5p (2010: 60.6p), an increase of 13% at both constant and actual exchange rates. Return on average operating capital increased from 54.4% to 57.4% due to the improvement in operating margin and continued good working capital management.
Cash flow remained strong, with cash generated from operations of £390.1 million which was partly used to finance a cash outflow for acquisitions of £161.3 million and net capital expenditure of £20.9 million. Net debt at the year end was £652.9 million compared to £716.8 million at the end of 2010. Our net debt to EBITDA ratio reduced to 1.7 times compared to 2.1 times at the previous year end.
The efficiency of our operations has been further evidenced this year by the reduction, relative to revenue, of our Scope 1 and 2 carbon emissions. This has been achieved by a continued focus on the sustainability of our business, specifically by continuing to review the footprint of our facilities and installing energy saving equipment within them and using effective route planning and appropriate vehicles in those businesses which operate their own transport fleets. Our consolidated delivery of products supports our customers' efforts to reduce their environmental impact and this is further enhanced by our ever increasing offering of more environmentally friendly products.
Acquisitions
During the year we announced ten acquisitions and committed to spend £185 million.
We expanded our business supplying catering equipment and disposables in Australia through the acquisition of Omega Hospitality in March and Hospitality Depot in May. Together these businesses have annualised revenue of approximately A$27 million and have allowed us to penetrate further in this sector in New South Wales and Queensland.
At the end of March we acquired the business of Cannon Consumables which is principally engaged in the supply of cleaning and hygiene consumable products throughout the UK. Revenue for the year ended 31 March 2011 was £16 million.
During May we purchased King Espana which is a leading distributor of foodservice disposables and cleaning and hygiene supplies to the catering and cleaning sectors throughout Spain and has established a presence for Bunzl in Madrid and Valencia as well as reinforcing our business in Barcelona. Revenue was €29 million in 2010. In May we also completed the acquisition of the SIG Safety and Workwear business, a leading distributor of personal protection equipment and workwear to a variety of market sectors in the UK with revenue in 2010 of £22 million. The business complements and has expanded our existing business in the UK serving these markets.
Netpak, with revenue of C$12 million in the year ended 30 June 2011, was acquired in July. Based in Canada, the business specialises in the supply of packaging supplies and equipment for both food and non-food products to a number of different sectors, including fruit and vegetable growers, and complements the business of Cool-Pak which was acquired in the US during the second half of the previous year.
The acquisition of Majestic Products and its associated businesses, which had revenue of €62 million in 2010, was completed in September and has extended our operations in the Netherlands into the personal protection equipment and safety sectors and expanded our safety supplies business in the US while at the same time providing a platform to develop the business further in Belgium and Germany. In September we also acquired Ideal in Brazil which had revenue in 2010 of R$42 million and is a leading supplier of cleaning and hygiene consumable products. This was an important step for Bunzl as it expanded our business in Brazil into the cleaning and hygiene sector for the first time. The acquisition of D-Care in the Netherlands, also in September, strengthened our healthcare business there. Revenue in 2010 was €5 million.
In November we completed the acquisition of Danny which was our fourth acquisition in the Brazilian market since we entered the country in 2008. The business, which had revenue in 2010 of R$56 million and is growing strongly, is a leading supplier of personal protection equipment and complements our existing personal protection equipment operations in Brazil.
Today we are announcing the acquisition of CDW Merchants in the US. With revenue of $12 million in 2010, the business is engaged in the sale of retail gift packaging and visual merchandising solutions and products to the specialty retail and online retailing sectors and will complement our existing non-food retail supplies business in North America.
Disposal
In August we sold our vending business which was based in the UK and was no longer considered to be a strategic fit within the Group. Revenue in 2010 was £68 million. We believed that the funds generated from the disposal would be more usefully employed in our core, higher return and higher growth businesses.
North America
In North America revenue increased by 7% to £2,727.9 million due to both sales growth with existing customers and new business wins, particularly in our largest business sector, grocery, and some product price increases. This sales growth, together with the impact of our margin enhancement programmes and cost saving initiatives, contributed to a 9% increase in operating profit to £169.2 million.
We continued to expand in grocery by increasing our business with existing accounts as well as adding new customers, including one of the largest retailers in North America. Our ability to provide direct store delivery, cross dock or warehouse replenishment programmes continues to provide us with new opportunities.
Activity levels in the foodservice sector improved during the year, contributing to increased sales in our redistribution business. Additionally, new programmes for imported items and private label and new products expanded our position with several national foodservice customers as well as others operating in different sectors. Our one stop shop approach, on time delivery programme, availability of products and committed sales teams have all contributed to increased sales. Our suppliers have also taken advantage of our efficient warehouse network and dependable delivery system to handle their smaller, less than truckload, accounts.
Our food processor business continued to deliver strong sales gains as the result of new customer wins, increased product penetration within existing accounts and innovative products and systems to help our customers become more cost competitive and efficient on the production side. The installation of our first carousel picking system in R3 Safety has contributed to warehouse efficiencies and has also allowed us to handle more small and individual items needed by many of our customers. We continue to service a broad range of customers including meat processors, fresh cut produce processors, bakeries, home meal processors and other specialty food processors in all areas of the foodservice supply chain. Cool-Pak, acquired in 2010, has been successfully integrated and has opened up new opportunities for us in the field pack produce market as well as new geographical areas such as Mexico for these types of products and the recent acquisition of Netpak has further expanded our business in this sector. We continue to invest in traceability products since this is becoming an important part of the food processor safety initiative.
The non-food retail business continued to grow with several new customer wins during the year, the introduction of new and unique packaging designs and products for a variety of retailers and incremental business with our existing customers. We continue to use our import and global sourcing capabilities to find packaging solutions that will help our customers market their own products as well as address environmental issues through the use of additional green products and initiatives. Our ability to partner with other Group companies in Europe and Australasia is an advantage that we use to develop and supply new packaging concepts and the acquisition of CDW Merchants in February 2012 will further extend our customer base, particularly in the specialty and online retail sectors.
Despite higher fuel costs impacting consumers throughout the year and increased competition from cross channel distributors, our convenience store sector experienced strong sales growth. Our well trained and experienced sales force has worked closely with the large convenience store chains to provide services and products that respond to their needs and those of the customers they serve. Additionally we have developed several programmes with suppliers to provide some small retail products to these chains.
Our strategic sourcing initiative has once again helped us to strengthen our relationships with our preferred suppliers resulting in the development of unique programmes and products which have contributed to more competitive prices for our customers. We also continue to expand our range of private label products and import product lines to provide a number of different options for our customers and meet the needs of all of the sectors we service. Investment in our state of the art consolidation warehouse in Shanghai has continued and we have further developed our resources there which enable us to provide comprehensive quality control services and audit our suppliers. This has improved our marketing abilities when presenting to prospective customers as we can provide such services to many of our customers who do not have the same capabilities.
Despite continuing increases in fuel, freight and healthcare expenses, our operating costs decreased as a percentage of sales principally due to the revenue growth and several cost reduction initiatives implemented during the year including further consolidation of facilities. New warehouse technology and equipment such as the carousel system in our R3 Safety business and increased opportunities for freight backhaul revenue from our suppliers have contributed to this decrease. Additionally our safety statistics improved during the year which resulted in less lost time throughout the warehouse network.
Our value proposition, single IT platform, strong financial position and coast to coast distribution network continue to position us well to meet the future needs of our customers in all of our market sectors.
Continental Europe
Revenue rose by 12% to £1,067.1 million and operating profit rose 17% to £95.6 million. Overall our businesses delivered good organic sales growth and continued tight cost control offset the impact of ongoing pricing pressure in our markets, thereby improving our operating margins. The business area also benefited from the impact of acquisitions and the associated synergies which have been achieved.
In France, our cleaning and hygiene business saw a return to modest sales growth after a decline in 2010. Although the healthcare and public sectors in particular have been under some pressure due to spending cuts which continue to impact our business, the cost reduction measures undertaken during 2010 and in early 2011 have led to an improvement in operating profit. Our personal protection equipment business enjoyed robust sales growth, in particular from increasing our share of business with a number of larger customers, leading to an increase in operating profit.
In the Netherlands, sales grew significantly in our businesses supplying the food and non-food retail sectors as well as in healthcare although the horeca (hotel, restaurant and catering) sector continues to be more challenging. Van't Veer Verpakkingen, acquired in October 2010, has integrated well into our existing healthcare business. In September we acquired D-Care which distributes medical disposable products to the healthcare sector. This acquisition significantly enhances our position in healthcare and has traded ahead of expectations.
In September we also completed the acquisition of Majestic Products in the Netherlands and its associated companies in Belgium, Germany and the US which are principally engaged in the supply of personal protection equipment and safety products. The businesses have continued to deliver strong sales and profit growth since acquisition and are integrating well into the Group.
In Belgium, we recorded sales growth in both the cleaning and hygiene and retail sectors. Margin pressure, particularly in the public and healthcare sectors, was partially offset by the full year impact of synergies generated from the July 2010 acquisition of Global Net which continues to outperform expectations at the time of acquisition.
In Germany, sales grew well, especially with larger accounts and in the hotel, bakery and wholesale sectors which, together with some cost benefits particularly relating to improved transport efficiencies, resulted in improved profits.
In Switzerland, our business which we acquired in March 2010 has delivered strong sales growth in the medical and industrial sectors and good growth in the horeca sector, more than offsetting some weakness in retail. Margins have benefited from the strengthening of the Swiss franc although this has partly held back sales growth in recent months. Costs have been tightly controlled, further contributing to the significant improvement in operating profits.
In Denmark, sales growth has been modest in retail consumables and safety products and strong in horeca disposables. Further cost reduction measures from warehouse integrations have led to a significant improvement in operating margins.
In Spain, sales growth in cleaning and hygiene has been modest with some margin pressure in continuing challenging economic circumstances. The acquisition of King Espana in May significantly increased our coverage in the cleaning and hygiene market and improved our position in horeca. The business is integrating well into the Group. Although our safety business has seen volume declines, it has managed to pass on significant raw material price rises which helped to improve operating margins during the course of the year.
In Central Europe, growth in the cleaning and hygiene and safety sectors was offset by a decline in the retail sector as some larger customers sourced directly from manufacturers. However, towards the end of the year we saw the first signs for some years of retailers investing in new stores in the region. Operating margins improved due to further cost reductions in what remains a difficult economic environment.
In Israel, Silco, our horeca disposables business has delivered strong sales growth from some new customer wins and has improved operating margins such that profits are well ahead of expectations.
UK & Ireland
Our businesses in UK & Ireland have continued to focus on margins and operating costs to counter the lower demand we are experiencing in certain sectors of the market due to the difficult trading environment which many of our customers are currently facing. The pressure on sales has led to a 1% decline in revenue to £996.6 million although operating profit increased 1% to £60.2 million. Working capital has again been tightly managed resulting in strong cash flows.
In spite of lower levels of demand, we have seen inflationary pressures which have resulted in rising fuel costs and price increases on products purchased from most sources of supply. We have worked hard to pass these increases on to our customers in a difficult market in order to minimise the impact on margins. We continue to examine and rationalise our operating platform. As leases have come to an end, we have been able to reduce the warehouse footprint further.
Our portfolio of hospitality businesses has been simplified with the sale of the vending operations which had revenue of £42 million and made no contribution to profits in 2011. This leaves us focused solely on the activity of distribution to our customers. The catering disposables business has performed well through developing its own exclusive brands which have proved attractive to the market. This programme has helped to retain customers and relieve the pressure on margins. Our catering equipment business has performed well, helped by increased levels of direct marketing and continued development of our range of imported products.
In our food retail business we have seen reduced levels of trading with some customers, particularly in the latter part of the year, and customers are seeking lower prices and more efficient solutions. However we have been able to respond to these demands and achieved good results which were bolstered by winning a major new account which helped to offset lower sales with other customers. Our non-food retail packaging business has continued to develop well. Although its customer base on the high street is facing significant challenges, strong performances from existing customers together with some good new customer wins have helped the overall results.
In cleaning and safety, a decline in spend by both the public sector and the construction market has been offset by strong demand from key contract cleaning customers. Our safety supplies business has needed to make further cuts to its cost base in response to the weaker market and is now well positioned to target fresh opportunities. The two acquisitions which we completed during the year, SIG Safety and Workwear and Cannon Consumables, have been successfully integrated into the Group and helped to enhance our existing businesses through new customer relationships and product procurement synergies.
The healthcare business continues to operate in an environment which is strongly affected by government spending constraints. Constant tender activity has commoditised a number of product ranges which has put pressure on margins but to counter this we have continued to expand our range of own label branded products that have an established reputation for quality in the medical and surgical consumables market.
In Ireland our businesses have been able to stabilise sales in 2011 and an improvement in margins and a reduction in costs led to an increase in profitability which is a creditable performance in a very difficult market. Achieving some growth in our market share and an improvement in tourism has helped to grow the hospitality supplies business and new customer wins have increased our penetration of the contract cleaning sector. These two strong performances have offset the continued decline in the convenience retail and redistribution sectors. We have also worked closely with chosen suppliers and further developed our range of imported and own label products which has helped relieve some of the pressure on margins.
Rest of the World
In Rest of the World revenue increased 12% to £317.9 million while operating profit rose 13% to £28.4 million. Both Australasia and Brazil experienced good organic revenue growth and improvements in operating margins with the results also boosted by the impact of acquisitions.
In Australasia our largest business, Outsourcing Services, which supplies the healthcare, cleaning and catering sectors continued to perform strongly and delivered excellent results. The business has successfully grown market share and in particular made significant inroads into the supply of medical consumables into existing healthcare customers, further consolidating the supply chain. Although our food processor business performed below expectations, it made good progress with new business gains in the last quarter of the year with non-meat food processors and this should help drive momentum in 2012. The business has also made significant improvements in its operational platform following the implementation of the main IT system in late 2010. Our catering equipment businesses had a better year, with some new business wins with quick service restaurant customers and the introduction of our own label branded products helping the results. In September we successfully implemented the first of our catering equipment businesses onto the main IT platform. The remaining businesses will now follow in 2012 and this will improve our capability to trade electronically with customers and suppliers and become more efficient operationally. Our two newly acquired businesses, Omega Hospitality and Hospitality Depot, are integrating well. Their additional scale has created improved buying opportunities which will benefit margins for all of our branches in this sector.
To facilitate the growth in New South Wales we are investing in a new distribution centre near Sydney where we will consolidate all of our businesses in the area as their individual leases expire. This will bring significant operational efficiencies and facilitate future growth in Australia's most populated region. During the year we made further enhancements to our Shanghai consolidation facilities with improvements to our systems and supply chain. In 2012 we plan to expand these operations into Southern China which will provide similar efficiencies for our supplier network in this region. These initiatives remain a source of competitive advantage enabling faster implementation of new product categories while enabling more effective use of working capital.
In Brazil we continued to show strong growth in both revenue and operating profit, despite the distortions in the economic environment due to high interest rates and a very strong real, as a result of good organic growth and the impact of acquisitions. The business expanded significantly during the second half of the year as a result of two acquisitions. Ideal, which was acquired in September, has extended our business into the cleaning and hygiene sector for the first time and has provided a platform for us to develop a strong presence in this sector in Brazil. Danny, which was completed in November, has substantially expanded our personal protection equipment business in the region.
Prospects
Even though the outlook for economic growth remains uncertain, especially for Europe, we believe that our resilient business model and strong market position will provide further opportunities for the development of the Group. In North America we expect continued strong organic growth with stable operating margins. In Continental Europe, while we anticipate lower organic growth compared to 2011 as a result of the reduced economic growth forecasts for many European economies, we will benefit from the positive impact of the acquisitions completed in 2011. In UK & Ireland, in spite of the ongoing sluggish economy, we expect to see an improved performance this year. Rest of the World should experience strong organic growth and the full year impact of the acquisitions made in 2011 will enhance the overall results.
Acquisition growth continues to be a key part of our strategy. The pipeline for acquisitions is promising as we continue discussions with a number of potential targets.
Despite the continuing economic uncertainties, the Board believes that our business will continue to grow and develop due to our strong market position, our consistent cash flow and the numerous opportunities we have to consolidate further the markets in which we compete.
FINANCIAL REVIEW
Group performance
Revenue increased by 7% at constant exchange rates to £5,109.5 million (2010: £4,829.6 million) reflecting organic growth of 4% and the benefit of acquisitions. Operating profit before intangible amortisation and acquisition related costs increased by 10% at constant exchange rates to £335.7 million (2010: £306.7 million) as a result of both the revenue growth and an improvement in the operating profit margin from 6.4% to 6.6%. Currency translation had a less than 1% negative impact on the results for the year principally due to some weakening of the US dollar, largely offset by the strengthening of the euro, the Australian dollar and the Brazilian real. At actual exchange rates, revenue increased by 6% and operating profit before intangible amortisation and acquisition related costs increased by 9%.
The following significant exchange rates applied during the year:
|
|
Average rate |
Closing rate |
|||
|
|
|
2011 |
2010 |
2011 |
2010 |
|
US dollar |
|
1.60 |
1.55 |
1.55 |
1.57 |
|
Euro |
|
1.15 |
1.17 |
1.20 |
1.17 |
Intangible amortisation and acquisition related costs of £56.4 million were up £5.4 million due to a £3.0 million increase in intangible amortisation and a £3.3 million increase in deferred consideration payments contingent on the continued employment of former owners of businesses acquired, partly offset by a £0.9 million decrease in transaction costs and expenses.
The net interest charge of £29.6 million was down £0.9 million due to lower average net debt levels and a higher return on pension scheme assets, partly offset by higher interest costs from a new fixed rate US private placement. Interest cover improved to 11.3 times compared to 10.1 times in 2010.
The Group disposed of the UK vending business on 26 August 2011 resulting in a loss on disposal of business of £56.0 million (2010: £nil). The loss on disposal comprises the cash consideration of £32.0 million less the £87.0 million book value of assets disposed of and the associated transaction costs of £1.0 million.
Profit before income tax, intangible amortisation, acquisition related costs and disposal of business was £306.1 million (2010: £276.2 million), up 11% on 2010 at both constant and actual exchange rates due to the growth in operating profit before intangible amortisation and acquisition related costs and the benefit from the lower interest charge.
Tax
A tax charge at a rate of 27.5% (2010: 29.0%) has been provided on the profit before tax, intangible amortisation, acquisition related costs and disposal of business. Including the impact of intangible amortisation of £46.5 million, acquisition related costs of £9.9 million, the loss on disposal of £56.0 million and the associated deferred and current tax of £14.3 million, the overall tax rate is 36.1% (2010: 29.4%). The underlying tax rate of 27.5% is higher than the nominal UK rate of 26.5% for 2011 principally because many of the Group's operations are in countries with higher tax rates.
Profit for the year
Profit after tax of £123.8 million was down £35.2 million, primarily due to the loss on disposal of vending outweighing the 11% growth in profit before income tax, intangible amortisation, acquisition related costs and disposal of business.
Earnings
The weighted average number of shares increased to 324.0 million from 323.7 million due to shares issued for the scrip dividend and employee option exercises, partly offset by shares purchased into the Company's employee benefit trust. Earnings per share were 38.2p, down 22% on 2010, due to the loss on disposal of business. After adjusting for intangible amortisation, acquisition related costs and the respective associated tax and the loss on disposal of business, earnings per share were 68.5p, an increase of 13% on 2010 at both actual and constant exchange rates.
The intangible amortisation and associated tax and the loss on disposal of business are non-cash charges which are not taken into account by management when assessing the underlying performance of the business. Similarly, the acquisition related costs and associated tax do not relate to the underlying performance of the business. Accordingly, such charges are removed in calculating the adjusted earnings per share on which management assesses the performance of the Group.
Dividends
An analysis of dividends per share for the years to which they relate is shown below:
|
|
|
|
2011 |
2010 |
Growth |
|
Interim dividend (p) |
|
|
8.05 |
7.15 |
13% |
|
Final dividend (p) |
|
|
18.30 |
16.20 |
13% |
|
Total dividend (p) |
|
|
26.35 |
23.35 |
13% |
|
Dividend cover (times)* |
|
|
2.6 |
2.6 |
|
*Based on adjusted earnings per share
Acquisitions
The principal acquisitions made in 2011 were Omega, Cannon Consumables, Hospitality Depot, King Espana, SIG Safety and Workwear, Netpak, D-Care, Majestic, Ideal and Danny. Annualised revenue and operating profit before intangible amortisation and acquisition related costs of the businesses acquired were £204.3 million and £24.2 million respectively. A summary of the effect of acquisitions is as follows:
|
|
£m |
|
Fair value of assets acquired |
117.2 |
|
Goodwill |
50.4 |
|
Consideration |
167.6 |
|
Satisfied by: cash consideration deferred consideration |
144.8 22.8 |
|
|
167.6 |
|
Contingent payments to former owners |
15.7 |
|
Net cash acquired |
(3.0) |
|
Transaction costs and expenses |
4.6 |
|
Total expected spend in respect of current year acquisitions |
184.9 |
|
|
|
|
The net cash outflow in the year in respect of acquisitions comprised: |
|
|
Cash consideration |
144.8 |
|
Net cash acquired |
(3.0) |
|
Deferred consideration in respect of prior year acquisitions |
7.4 |
|
Net cash outflow in respect of acquisitions |
149.2 |
|
Acquisition related costs |
12.1 |
|
Total cash outflow in respect of acquisitions |
161.3 |
Cash flow
Cash generated from operations was £390.1 million, an £82.5 million increase from 2010, primarily due to a working capital inflow in 2011 of £31.4 million compared to a £12.7 million outflow in 2010, and a £29.9 million increase in profit before tax, intangible amortisation, acquisition related costs and disposal of business. The Group's free cash flow of £275.2 million was up £100.6 million from 2010. After payment of dividends in respect of 2010, a £12.6 million outflow on employee share schemes and an acquisition cash outflow of £161.3 million, partly offset by the £30.6 million net cash inflow from the disposal of business, the net cash inflow was £63.0 million which was used to reduce net debt. The summary cash flow for the year was as follows:
|
|
£m |
|
Cash generated from operations |
390.1 |
|
Net capital expenditure |
(20.9) |
|
Operating cash flow |
369.2 |
|
|
|
|
Operating cash flow to operating profit* |
110% |
|
|
|
|
Net interest |
(30.6) |
|
Tax |
(63.4) |
|
Free cash flow |
275.2 |
|
Dividends |
(68.9) |
|
Acquisitions |
(161.3) |
|
Disposal of business |
30.6 |
|
Employee share schemes |
(12.6) |
|
Net cash inflow |
63.0 |
* Before intangible amortisation and acquisition related costs
Balance sheet
Return on average operating capital employed before intangible amortisation and acquisition related costs rose to 57.4% from 54.4% in 2010 due to the operating profit margin increasing from 6.4% to 6.6% combined with continued strong working capital management. Return on invested capital increased from 16.7% in 2010 to 17.3%. Intangible assets increased by £12.2 million to £1,256.8 million reflecting goodwill and customer relationships arising on acquisitions in the year of £150.8 million, partly offset by the £71.2 million impact of the disposal of the UK vending business, a reduction of £20.9 million due to exchange and an amortisation charge of £46.5 million. At 31 December 2011 the Group's pension deficit was £74.3 million, a £22.0 million increase on 2010, primarily due to an actuarial loss of £35.5 million and the service cost of £5.5 million, partly offset by contributions of £17.2 million. The actuarial loss arose primarily as a result of the £23.3 million impact of changes in assumptions relating to the present value of scheme liabilities, principally due to lower discount rates partly offset by lower inflation rates, and the actual return on scheme assets being £12.6 million less than expected.
The movements in shareholders' equity and net debt during the year were as follows:
|
Shareholders' equity |
£m |
|
At 1 January 2011 |
796.4 |
|
Profit for the year |
123.8 |
|
Dividends |
(68.9) |
|
Actuarial loss on pension schemes |
(35.5) |
|
Other |
(9.1) |
|
At 31 December 2011 |
806.7 |
|
Net debt |
£m |
|
At 1 January 2011 |
(716.8) |
|
Net cash inflow |
63.0 |
|
Currency |
0.9 |
|
At 31 December 2011 |
(652.9) |
|
Net debt to EBITDA (times) |
1.7 |
The Group continually monitors net debt and forecast cash flows to ensure that sufficient facilities are in place to meet the Group's requirements in the short, medium and long term and, in order to do so, arranges borrowings from a variety of sources. Additionally, compliance with debt covenants is monitored. During 2011 all covenants have been complied with.
The Group has substantial borrowing facilities available to it comprising multi-currency credit facilities from the Group's banks and US dollar and sterling bonds. At 31 December 2011 the Group had undrawn committed facilities of £621.5 million (2010: £557.3 million). During the next 12 months £230.0 million of the committed facilities mature and thereafter the facilities mature at various times over the period up to 2023. Based on the expected future profit generation, cash conversion and current facilities' headroom over the 12 months to March 2013, the 2011 financial statements have been prepared on the going concern basis.
Consolidated income statement
for the year ended 31 December 2011
|
|
|
|
Growth |
|||
|
|
|
|
|
|
Actual |
Constant |
|
|
|
|
2011 |
2010 |
exchange |
exchange |
|
|
|
Notes |
£m |
£m |
rates |
rates |
|
Revenue |
|
2 |
5,109.5 |
4,829.6 |
6% |
7% |
|
|
|
|
|
|
|
|
|
Operating profit before intangible amortisation and acquisition related costs |
|
2 |
335.7 |
306.7 |
9% |
10% |
|
|
|
|
|
|
|
|
|
Intangible amortisation and acquisition related costs |
|
|
(56.4) |
(51.0) |
|
|
|
Operating profit |
|
2 |
279.3 |
255.7 |
9% |
10% |
|
Finance income |
|
3 |
21.8 |
20.3 |
|
|
|
Finance cost |
|
3 |
(51.4) |
(50.8) |
|
|
|
Disposal of business |
|
10 |
(56.0) |
- |
|
|
|
Profit before income tax |
|
|
193.7 |
225.2 |
(14)% |
(13)% |
|
|
|
|
|
|
|
|
|
Profit before income tax, intangible amortisation, acquisition related costs and disposal of business |
|
|
306.1 |
276.2 |
11% |
11% |
|
|
|
|
|
|
|
|
|
Income tax |
|
4 |
(69.9) |
(66.2) |
|
|
|
Profit for the year attributable to the Company's equity holders |
|
|
123.8 |
159.0 |
(22)% |
(22)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to the Company's equity holders |
|
|
|
|
|
|
|
Basic |
|
6 |
38.2p |
49.1p |
(22)% |
(22)% |
|
Diluted |
|
6 |
38.0p |
48.8p |
(22)% |
(22)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend per share |
|
5 |
26.35p |
23.35p |
13% |
|
Consolidated statement of comprehensive income
for the year ended 31 December 2011
|
|
|
2011 |
2010 |
|
|
|
£m |
£m |
|
Profit for the year |
|
123.8 |
159.0 |
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
Actuarial loss on pension schemes |
|
(35.5) |
(2.5) |
|
Foreign currency translation differences for foreign operations |
|
(10.7) |
1.1 |
|
(Loss)/gain taken to equity as a result of designated effective net investment hedges |
|
(9.5) |
2.3 |
|
Gain recognised in cash flow hedge reserve |
|
0.8 |
0.4 |
|
Movement from cash flow hedge reserve to income statement |
|
0.6 |
1.4 |
|
Income tax credit on other comprehensive income |
|
11.0 |
2.0 |
|
Other comprehensive (expense)/income for the year |
|
(43.3) |
4.7 |
|
Total comprehensive income for the year attributable to the Company's equity holders |
|
80.5 |
163.7 |
Consolidated balance sheet
at 31 December 2011
|
|
|
|
2011 |
2010 |
|
|
|
Notes |
£m |
£m |
|
Assets |
|
|
|
|
|
Property, plant and equipment |
|
|
109.0 |
118.1 |
|
Intangible assets |
|
7 |
1,256.8 |
1,244.6 |
|
Investment in associates |
|
|
0.5 |
0.5 |
|
Derivative financial assets |
|
|
18.4 |
25.1 |
|
Deferred tax assets |
|
|
13.2 |
5.9 |
|
Total non-current assets |
|
|
1,397.9 |
1,394.2 |
|
|
|
|
|
|
|
Inventories |
|
|
528.6 |
482.0 |
|
Income tax receivable |
|
|
0.6 |
6.2 |
|
Trade and other receivables |
|
|
738.6 |
690.8 |
|
Derivative financial assets |
|
|
1.5 |
1.3 |
|
Cash and deposits |
|
8 |
74.2 |
83.9 |
|
Total current assets |
|
|
1,343.5 |
1,264.2 |
|
Total assets |
|
|
2,741.4 |
2,658.4 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
|
|
113.8 |
113.3 |
|
Share premium |
|
|
136.4 |
133.9 |
|
Translation reserve |
|
|
37.3 |
57.5 |
|
Other reserves |
|
|
10.8 |
9.8 |
|
Retained earnings |
|
|
508.4 |
481.9 |
|
Total equity attributable to the Company's equity holders |
|
|
806.7 |
796.4 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Interest bearing loans and borrowings |
|
8 |
678.8 |
691.5 |
|
Retirement benefit obligations |
|
|
74.3 |
52.3 |
|
Other payables |
|
|
17.9 |
7.9 |
|
Derivative financial liabilities |
|
|
2.3 |
2.2 |
|
Provisions |
|
|
39.2 |
35.5 |
|
Deferred tax liabilities |
|
|
126.7 |
115.4 |
|
Total non-current liabilities |
|
|
939.2 |
904.8 |
|
|
|
|
|
|
|
Bank overdrafts |
|
8 |
29.2 |
9.0 |
|
Interest bearing loans and borrowings |
|
8 |
37.5 |
126.2 |
|
Income tax payable |
|
|
44.9 |
46.4 |
|
Trade and other payables |
|
|
874.4 |
766.3 |
|
Derivative financial liabilities |
|
|
0.3 |
0.7 |
|
Provisions |
|
|
9.2 |
8.6 |
|
Total current liabilities |
|
|
995.5 |
957.2 |
|
Total liabilities |
|
|
1,934.7 |
1,862.0 |
|
Total equity and liabilities |
|
|
2,741.4 |
2,658.4 |
Consolidated statement of changes in equity
for the year ended 31 December 2011
|
|
Share capital |
Share premium |
Translation reserve £m |
Other reserves* £m |
Retained earnings† £m |
Total equity |
|
At 1 January 2011 |
113.3 |
133.9 |
57.5 |
9.8 |
481.9 |
796.4 |
|
Profit for the year |
|
|
|
|
123.8 |
123.8 |
|
Actuarial loss on pension schemes |
|
|
|
|
(35.5) |
(35.5) |
|
Foreign currency translation differences for foreign operations |
|
|
(10.7) |
|
|
(10.7) |
|
Loss taken to equity as a result of designated effective net investment hedges |
|
|
(9.5) |
|
|
(9.5) |
|
Gain recognised in cash flow hedge reserve |
|
|
|
0.8 |
|
0.8 |
|
Movement from cash flow hedge reserve to income statement |
|
|
|
0.6 |
|
0.6 |
|
Income tax (charge)/credit on other comprehensive income |
|
|
|
(0.4) |
11.4 |
11.0 |
|
Total comprehensive income |
|
|
(20.2) |
1.0 |
99.7 |
80.5 |
|
2010 interim dividend |
|
|
|
|
(16.6) |
(16.6) |
|
2010 final dividend |
|
|
|
|
(52.3) |
(52.3) |
|
Issue of share capital |
0.5 |
2.5 |
|
|
|
3.0 |
|
Employee trust shares |
|
|
|
|
(14.3) |
(14.3) |
|
Share based payments |
|
|
|
|
10.0 |
10.0 |
|
At 31 December 2011 |
113.8 |
136.4 |
37.3 |
10.8 |
508.4 |
806.7 |
|
At 1 January 2010 |
113.0 |
131.7 |
52.7 |
8.5 |
368.2 |
674.1 |
|
Profit for the year |
|
|
|
|
159.0 |
159.0 |
|
Actuarial loss on pension schemes |
|
|
|
|
(2.5) |
(2.5) |
|
Foreign currency translation differences for foreign operations |
|
|
1.1 |
|
|
1.1 |
|
Gain taken to equity as a result of designated effective net investment hedges |
|
|
2.3 |
|
|
2.3 |
|
Gain recognised in cash flow hedge reserve |
|
|
|
0.4 |
|
0.4 |
|
Movement from cash flow hedge reserve to income statement |
|
|
|
1.4 |
|
1.4 |
|
Income tax credit/(charge) on other comprehensive income |
|
|
1.4 |
(0.5) |
1.1 |
2.0 |
|
Total comprehensive income |
|
|
4.8 |
1.3 |
157.6 |
163.7 |
|
2009 interim dividend |
|
|
|
|
(20.2) |
(20.2) |
|
2009 final dividend |
|
|
|
|
(45.9) |
(45.9) |
|
Issue of share capital |
0.3 |
2.2 |
|
|
|
2.5 |
|
Employee trust shares |
|
|
|
|
13.5 |
13.5 |
|
Share based payments |
|
|
|
|
8.7 |
8.7 |
|
At 31 December 2010 |
113.3 |
133.9 |
57.5 |
9.8 |
481.9 |
796.4 |
* Other reserves comprise merger reserve of £2.5m (2010: £2.5m), capital redemption reserve of £8.6m
(2010: £8.6m) and cash flow hedge reserve of £(0.3)m (2010: £(1.3)m).
† Retained earnings comprise earnings of £722.2m (2010: £681.4m) and own shares of £(213.8)m
(2010: £(199.5)m).
Consolidated cash flow statement
for the year ended 31 December 2011
|
|
|
|
2011 |
2010 |
|
|
|
Notes |
£m |
£m |
|
Cash flow from operating activities |
|
|
|
|
|
Profit before income tax |
|
|
193.7 |
225.2 |
|
Adjustments: |
|
|
|
|
|
depreciation |
|
|
25.4 |
25.5 |
|
intangible amortisation and acquisition related costs |
|
|
56.4 |
51.0 |
|
share based payments |
|
|
5.3 |
4.7 |
|
disposal of business |
|
10 |
56.0 |
- |
|
Working capital movement |
|
|
31.4 |
(12.7) |
|
Finance income |
|
|
(21.8) |
(20.3) |
|
Finance cost |
|
|
51.4 |
50.8 |
|
Provisions |
|
|
1.7 |
(9.4) |
|
Pensions |
|
|
(12.1) |
(9.7) |
|
Other |
|
|
2.7 |
2.5 |
|
Cash generated from operations |
|
|
390.1 |
307.6 |
|
Cash outflow from acquisition related costs |
|
9 |
(12.1) |
(5.6) |
|
Income tax paid |
|
|
(63.4) |
(79.7) |
|
Cash inflow from operating activities |
|
|
314.6 |
222.3 |
|
|
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
|
Interest received |
|
|
2.9 |
2.6 |
|
Purchase of property, plant and equipment |
|
|
(22.6) |
(23.4) |
|
Sale of property, plant and equipment |
|
|
1.7 |
1.3 |
|
Purchase of businesses |
|
9 |
(149.2) |
(105.0) |
|
Disposal of business |
|
10 |
30.6 |
- |
|
Cash outflow from investing activities |
|
|
(136.6) |
(124.5) |
|
|
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
|
Interest paid |
|
|
(33.5) |
(33.8) |
|
Dividends paid |
|
|
(68.9) |
(66.1) |
|
(Decrease)/increase in loans |
|
|
(90.3) |
15.1 |
|
Realised (losses)/gains on foreign exchange contracts |
|
|
(0.2) |
5.3 |
|
Net (purchase)/proceeds from employee shares |
|
|
(12.6) |
11.8 |
|
Cash outflow from financing activities |
|
|
(205.5) |
(67.7) |
|
|
|
|
|
|
|
Exchange (loss)/gain on cash and cash equivalents |
|
|
(2.4) |
1.8 |
|
|
|
|
|
|
|
(Decrease)/increase in cash and cash equivalents |
|
|
(29.9) |
31.9 |
|
|
|
|
|
|
|
Cash and cash equivalents at start of year |
|
|
74.9 |
43.0 |
|
(Decrease)/increase in cash and cash equivalents |
|
|
(29.9) |
31.9 |
|
Cash and cash equivalents at end of year |
|
8 |
45.0 |
74.9 |
Notes
1. Basis of preparation
The consolidated financial statements for the year ended 31 December 2011 have been approved by the directors and prepared in accordance with EU endorsed International Financial Reporting Standards ('IFRS') and interpretations of the International Financial Reporting Interpretations Committee ('IFRIC'). The consolidated financial statements have been prepared on a going concern basis and under the historical cost convention with the exception of certain items which are measured at fair value.
Bunzl plc's 2011 Annual Report will be published during March 2012. The financial information set out herein does not constitute the Company's statutory accounts for the year ended 31 December 2011 but is derived from those accounts and the accompanying directors' report. Statutory accounts for 2011 will be delivered to the Registrar of Companies following the Company's Annual General Meeting which will be held on 18 April 2012. The auditors have reported on those accounts; their report was unqualified and did not contain statements under Section 495 (4)(b) of the Companies Act 2006.
The comparative figures for the year ended 31 December 2010 are not the Company's statutory accounts for the financial year but are derived from those accounts which have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain statements under Section 495 (4)(b) of the Companies Act 2006.
2. Segment analysis
|
|
North America |
Continental Europe |
UK & Ireland |
Rest of the World |
Corporate |
Total |
|
Year ended 31 December 2011 |
£m |
£m |
£m |
£m |
£m |
£m |
|
Revenue |
2,727.9 |
1,067.1 |
996.6 |
317.9 |
|
5,109.5 |
|
Operating profit/(loss) before intangible amortisation and acquisition related costs |
169.2 |
95.6 |
60.2 |
28.4 |
(17.7) |
335.7 |
|
Intangible amortisation |
(6.9) |
(27.1) |
(7.8) |
(4.7) |
- |
(46.5) |
|
Acquisition related costs |
(1.2) |
(5.2) |
(0.7) |
(2.8) |
- |
(9.9) |
|
Operating profit/(loss) |
161.1 |
63.3 |
51.7 |
20.9 |
(17.7) |
279.3 |
|
Finance income |
|
|
|
|
|
21.8 |
|
Finance cost |
|
|
|
|
|
(51.4) |
|
Disposal of business (see note 10) |
|
|
|
|
|
(56.0) |
|
Profit before income tax |
|
|
|
|
|
193.7 |
|
Profit before income tax, intangible amortisation, acquisition related costs and disposal of business |
|
|
|
|
|
306.1 |
|
Income tax |
|
|
|
|
|
(69.9) |
|
Profit for the year |
|
|
|
|
|
123.8 |
|
|
North America |
Continental Europe |
UK & Ireland |
Rest of the World |
Corporate |
Total |
||
|
Year ended 31 December 2010 |
£m |
£m |
£m |
£m |
£m |
£m |
||
|
Revenue |
2,621.0 |
936.4 |
1,007.1 |
265.1 |
|
4,829.6 |
||
|
Operating profit/(loss) before intangible amortisation and acquisition related costs |
160.2 |
79.9 |
59.5 |
23.8 |
(16.7) |
306.7 |
||
|
Intangible amortisation |
(7.5) |
(24.2) |
(7.8) |
(4.0) |
- |
(43.5) |
||
|
Acquisition related costs |
(1.0) |
(6.2) |
- |
(0.3) |
- |
(7.5) |
||
|
Operating profit/(loss) |
151.7 |
49.5 |
51.7 |
19.5 |
(16.7) |
255.7 |
||
|
Finance income |
|
|
|
|
|
20.3 |
||
|
Finance cost |
|
|
|
|
|
(50.8) |
||
|
Profit before income tax |
|
|
|
|
|
225.2 |
||
|
Profit before income tax, intangible amortisation and acquisition related costs |
|
|
|
|
|
276.2 |
||
|
Income tax |
|
|
|
|
|
(66.2) |
||
|
Profit for the year |
|
|
|
|
|
159.0 |
||
Acquisition related costs for the year ended 31 December 2011 include transaction costs and expenses of £4.6m (2010: £5.5m) and deferred consideration payments of £5.3m (2010: £2.0m) which are contingent on the continued employment of former owners of businesses acquired.
3. Finance income/(cost)
|
|
|
|
2011 |
2010 |
|
|
|
|
£m |
£m |
|
Interest on deposits |
|
|
1.8 |
1.3 |
|
Interest income from foreign exchange contracts |
|
|
1.0 |
1.1 |
|
Expected return on pension scheme assets |
|
|
18.3 |
16.8 |
|
Other finance income |
|
|
0.7 |
1.1 |
Finance income |
|
|
21.8 |
20.3 |
|
|
|
|
|
|
|
Interest on loans and overdrafts |
|
|
(32.6) |
(31.9) |
|
Interest expense from foreign exchange contracts |
|
|
(1.4) |
(2.0) |
|
Interest charge on pension scheme liabilities |
|
|
(16.4) |
(16.3) |
|
Fair value gain on US dollar bonds in a hedge relationship |
|
|
5.9 |
0.8 |
|
Fair value loss on interest rate swaps in a hedge relationship |
|
|
(5.9) |
(0.8) |
|
Foreign exchange (loss)/gain on intercompany funding |
|
|
(12.9) |
17.9 |
|
Foreign exchange gain/(loss) on external debt not in a hedge relationship |
|
|
12.7 |
(18.0) |
|
Other finance expense |
|
|
(0.8) |
(0.5) |
Finance cost |
|
|
(51.4) |
(50.8) |
The foreign exchange (loss)/gain on intercompany funding arises as a result of foreign currency intercompany loans and deposits. This is substantially matched by external debt to minimise this foreign currency exposure in the income statement.
4. Income tax
In assessing the underlying performance of the Group, management uses adjusted profit which excludes intangible amortisation, acquisition related costs and the loss on disposal of business. Similarly the tax effect of these items are excluded in monitoring the tax rate on the adjusted profit of the Group which is shown in the table below:
|
|
|
2011 |
2010 |
|
|
|
£m |
£m |
|
Income tax on profit |
|
69.9 |
66.2 |
|
Tax associated with intangible amortisation, acquisition related costs and disposal of business |
|
14.3 |
13.9 |
|
Tax on adjusted profit |
|
84.2 |
80.1 |
|
|
|
|
|
|
Profit before income tax |
|
193.7 |
225.2 |
|
Intangible amortisation, acquisition related costs and disposal of business |
|
112.4 |
51.0 |
|
Adjusted profit before income tax |
|
306.1 |
276.2 |
|
|
|
|
|
|
Reported tax rate |
|
36.1% |
29.4% |
|
Tax rate on adjusted profit |
|
27.5% |
29.0% |
5. Dividends
|
|
|
|
|
2011 |
2010 |
|
|
|
|
|
£m |
£m |
|
2009 interim |
|
|
|
|
21.4 |
|
2009 final |
|
|
|
|
48.2 |
|
2010 interim |
|
|
|
23.2 |
|
|
2010 final |
|
|
|
52.3 |
|
|
Total |
|
|
|
75.5 |
69.6 |
Total dividends per share for the year to which they relate are:
|
|
|
|
|
Per share |
|
|
|
|
2011 |
2010 |
|
Interim |
|
|
8.05p |
7.15p |
|
Final |
|
|
18.30p |
16.20p |
|
Total |
|
|
26.35p |
23.35p |
The 2011 interim dividend of 8.05p per share was paid on 3 January 2012 and comprised £26.1m of cash.
The 2011 final dividend of 18.30p per share will be paid on 2 July 2012 to shareholders on the register at the close of business on 11 May 2012.
6. Earnings per share
|
|
|
|
2011 |
2010 |
|
|
|
|
£m |
£m |
|
Profit for the year |
|
|
123.8 |
159.0 |
|
Adjustment |
|
|
98.1 |
37.1 |
|
Adjusted profit* |
|
|
221.9 |
196.1 |
|
|
|
|
|
|
|
Basic weighted average ordinary shares in issue (million) |
|
324.0 |
323.7 |
|
|
Dilutive effect of employee share plans (million) |
|
|
1.9 |
2.2 |
|
Diluted weighted average ordinary shares (million) |
|
|
325.9 |
325.9 |
|
|
|
|
|
|
|
Basic earnings per share |
|
|
38.2p |
49.1p |
|
Adjustment |
|
|
30.3p |
11.5p |
|
Adjusted earnings per share* |
|
|
68.5p |
60.6p |
|
|
|
|
|
|
|
Diluted basic earnings per share |
|
|
38.0p |
48.8p |
|
Adjustment |
|
|
30.1p |
11.4p |
|
Adjusted diluted earnings per share* |
|
|
68.1p |
60.2p |
* Adjusted profit, adjusted earnings per share and adjusted diluted earnings per share exclude the charge for intangible amortisation, acquisition related costs and the respective associated tax and the loss on disposal of business. The intangible amortisation and associated tax and the loss on disposal of business are non-cash charges which are not taken into account by management when assessing the underlying performance of the business. Similarly, the acquisition related costs and associated tax do not relate to the underlying performance of the entity acquired. Accordingly, such charges are removed in calculating the adjusted earnings per share on which management assesses the performance of the Group.
7. Intangible assets
|
|
|
2011 |
2010 |
|
Goodwill |
|
£m |
£m |
|
Beginning of year |
|
789.0 |
749.4 |
|
Acquisitions |
|
50.4 |
34.5 |
|
Disposal of business |
|
(44.8) |
- |
|
Currency translation |
|
(10.0) |
5.1 |
|
End of year |
|
784.6 |
789.0 |
|
|
|
|
|
|
|
|
2011 |
2010 |
|
Customer relationships |
|
£m |
£m |
|
Cost |
|
|
|
|
Beginning of year |
|
661.0 |
610.9 |
|
Acquisitions |
|
100.4 |
51.5 |
|
Disposal of business |
|
(35.7) |
- |
|
Currency translation |
|
(17.8) |
(1.4) |
|
End of year |
|
707.9 |
661.0 |
|
Amortisation |
|
|
|
|
Beginning of year |
|
205.4 |
163.7 |
|
Charge in year |
|
46.5 |
43.5 |
|
Disposal of business |
|
(9.3) |
- |
|
Currency translation |
|
(6.9) |
(1.8) |
|
End of year |
|
235.7 |
205.4 |
|
|
|
|
|
|
Net book value at 31 December |
|
472.2 |
455.6 |
|
|
|
|
|
|
Total net book value of intangible assets at 31 December |
|
1,256.8 |
1,244.6 |
Both goodwill and customer relationships have been acquired as part of business combinations. Customer relationships are amortised over their estimated useful lives which range from 10 to 19 years.
8. Cash and cash equivalents and net debt
|
|
2011 |
2010 |
|
||
|
|
£m |
£m |
|
||
|
Cash at bank and in hand |
63.6 |
57.4 |
|
||
|
Short term deposits repayable in less than three months |
10.6 |
26.5 |
|
||
|
Cash and deposits |
74.2 |
83.9 |
|
||
|
Bank overdrafts |
(29.2) |
(9.0) |
|
||
|
Cash and cash equivalents |
45.0 |
74.9 |
|
||
|
|
|
|
|
||
|
Current liabilities |
(37.5) |
(126.2) |
|
||
|
Non-current liabilities |
(678.8) |
(691.5) |
|
||
|
Derivative assets - fair value of interest rate swaps on fixed interest rate borrowings |
18.4 |
26.0 |
|
||
|
Interest bearing loans and borrowings |
(697.9) |
(791.7) |
|
||
|
Net debt |
(652.9) |
(716.8) |
|
||
|
|
|
|
|
||
|
|
2011 |
2010 |
|
||
|
Movement in net debt |
£m |
£m |
|
||
|
Beginning of year |
(716.8) |
(716.8) |
|
||
|
Net cash inflow |
63.0 |
9.7 |
|
||
|
Realised (losses)/gains on foreign exchange contracts |
(0.2) |
5.3 |
|
||
|
Currency translation |
1.1 |
(15.0) |
|
||
|
End of year |
(652.9) |
(716.8) |
|||
9. Acquisitions
2011
The principal acquisitions made in the year ended 31 December 2011 were Omega, Cannon Consumables, Hospitality Depot, King Espana, SIG Safety and Workwear, Netpak, D-Care, Majestic, Ideal and Danny.
Omega, a business principally engaged in the supply of catering equipment and disposables to contract caterers, hotels and other foodservice customers in New South Wales, Australia, was acquired on 4 March 2011. Cannon Consumables, a business principally engaged in the supply of cleaning and hygiene consumable products, was acquired on 31 March 2011. Hospitality Depot, a business principally engaged in the distribution of catering equipment and supplies to hotels, restaurants and caterers as well as to aged care facilities and education establishments in New South Wales, Australia, was acquired on 6 May 2011. King Espana, a leading distributor of foodservice disposables and cleaning and hygiene supplies to the catering and cleaning sectors in Spain, was acquired on 26 May 2011. SIG Safety and Workwear, a leading distributor of personal protection equipment and workwear to a variety of market sectors throughout the UK, was acquired on 31 May 2011. Netpak, a business principally engaged in the supply of packaging supplies and equipment to a variety of sectors throughout Canada, was acquired with effect from 1 July 2011. D-Care, a business principally engaged in the distribution of medical disposable products to hospitals and other healthcare customers throughout the Netherlands, was acquired on 2 September 2011. Majestic and its associated companies, which supply personal protection equipment and safety products to customers in the Benelux, Germany and the US, was acquired on 23 September 2011. Ideal, a leading supplier of cleaning and hygiene consumable products to facilities management companies, contract cleaners and other customers in the industrial, healthcare and education sectors in Brazil, was acquired on 22 September 2011. Danny, a leading supplier of personal protection equipment throughout Brazil, specialising in the sourcing and sale of gloves and safety glasses for a variety of industrial uses including the automotive, consumer goods, food processing, petrochemical and mining sectors, was acquired on 3 November 2011.
Acquisitions have been accounted for under the acquisition method of accounting, involving the purchase of 100% of the acquiree's share capital or, as the case may be, all of the relevant assets of the businesses acquired. Part of the Group's strategy is to grow through acquisition. The Group has developed a process to assist with the identification of the fair values of the assets acquired and liabilities assumed, including the separate identification of intangible assets in accordance with IFRS 3 'Business Combinations'. This formal process is applied to each acquisition and involves an assessment of the assets acquired and liabilities assumed with assistance provided by external valuation specialists where appropriate. Until this assessment is complete, the allocation period remains open up to a maximum of 12 months from the relevant acquisition date. At 31 December 2011 the allocation period for all acquisitions completed since 1 January 2011 remained open and accordingly the fair values presented are provisional.
Adjustments are made to the assets acquired and liabilities assumed during the allocation period to the extent that further information and knowledge come to light that more accurately reflect conditions at the acquisition date. To date the adjustments made have impacted assets acquired to reflect more accurately the estimated realisable or settlement value. Similarly adjustments have been made to acquired liabilities to record onerous commitments or other commitments existing at the acquisition date but not recognised by the acquiree. Adjustments have also been made to reflect the associated tax effects.
The consideration paid or payable in respect of acquisitions comprises amounts paid on completion, deferred consideration and payments which are contingent on the continued employment of former owners of businesses acquired. IFRS 3 requires that any such payments that are contingent on future employment are charged to the income statement. All other consideration has been allocated against the identified net assets, with the balance recorded as goodwill. Transaction costs and expenses such as professional fees are charged to the income statement. The acquisitions provide opportunities for further development of the Group's activities and create enhanced returns. Such opportunities and the workforces inherent in each of the acquired businesses do not translate to separately identifiable intangible assets but do represent much of the assessed value that supports the recognised goodwill.
A summary of the effect of acquisitions completed in 2011 is detailed below:
|
|
Book value at acquisition £m |
Provisional fair value adjustments £m |
Fair value of assets acquired £m |
|
|
Intangible assets |
|
100.4 |
100.4 |
|
|
Property, plant and equipment |
5.4 |
(0.8) |
4.6 |
|
|
Inventories |
34.2 |
(6.8) |
27.4 |
|
|
Trade and other receivables |
32.6 |
(1.2) |
31.4 |
|
|
Trade and other payables |
(19.4) |
(2.4) |
(21.8) |
|
|
Net cash |
3.0 |
|
3.0 |
|
|
Provisions for liabilities and charges |
|
(3.7) |
(3.7) |
|
|
Tax and deferred tax |
(1.4) |
(22.7) |
(24.1) |
|
|
|
54.4 |
62.8 |
117.2 |
|
|
Goodwill |
|
|
50.4 |
|
|
Consideration |
|
|
167.6 |
|
|
Satisfied by: |
|
|
|
|
|
|
cash consideration |
|
|
144.8 |
|
|
deferred consideration |
|
|
22.8 |
|
|
|
|
167.6 |
|
|
Contingent payments to former owners |
|
|
15.7 |
|
|
Net cash acquired |
|
|
(3.0) |
|
|
Transaction costs and expenses |
|
|
4.6 |
|
|
Total expected spend in respect of current year acquisitions |
|
|
184.9 |
|
|
|
|
|
|
|
|
The net cash outflow in the year in respect of acquisitions comprised: |
|
|
|
|
|
Cash consideration |
|
|
144.8 |
|
|
Net cash acquired |
|
|
(3.0) |
|
|
Deferred consideration in respect of prior year acquisitions |
|
|
7.4 |
|
|
Net cash outflow in respect of acquisitions |
|
|
149.2 |
|
|
Acquisition related costs |
|
|
12.1 |
|
|
Total cash outflow in respect of acquisitions |
|
|
161.3 |
|
Acquisitions made in the year ended 31 December 2011 contributed £89.6m to the Group's revenue and £9.4m to the Group's operating profit before intangible amortisation and acquisition related costs.
The estimated contributions of acquired businesses to the results of the Group, as if the acquisitions had been made at the beginning of the year, are as follows:
|
|
£m |
|
Revenue |
204.3 |
|
Operating profit before intangible amortisation and acquisition related costs |
24.2 |
2010
The principal acquisitions made in the year ended 31 December 2010 were Clean Care, Hamo, Weita, Silco, Juba, Global Net, A.M. Supply, Cool-Pak and Van't Veer Verpakkingen.
Clean Care, a business principally engaged in the supply of cleaning and hygiene consumable products in Denmark, was acquired on 15 January 2010. Hamo, a distributor of catering disposables and light catering equipment to customers in both the public and private sectors, was acquired on 12 February 2010. Weita, a supplier of cleaning and hygiene, foodservice, retail, healthcare and safety consumables products to both end users and redistributors in Switzerland, was acquired on 12 March 2010. Silco, a supplier of foodservice disposables in Israel, was acquired on 21 April 2010. Juba, a supplier of personal protection equipment to redistributors throughout Spain, was acquired on 27 May 2010. Global Net, which sells cleaning and hygiene consumables and equipment to contract cleaners, local authorities and other industrial customers throughout the Walloon region of Belgium, was acquired on 1 July 2010. A.M. Supply, which supplies personal protection equipment to the oil and petrochemical sector in the state of Rio de Janeiro in Brazil, was acquired on 26 August 2010. Cool-Pak, a leading distributor of plastic and pulp packaging to fruit and vegetable growers in the US, was acquired on 30 August 2010. Van't Veer Verpakkingen, a business supplying cleaning and hygiene and cleaning disposable products in the Netherlands predominantly to the healthcare sector, was acquired on 1 October 2010.
A summary of the effect of acquisitions completed in 2010 is detailed below:
|
|
Book value at acquisition £m |
Provisional fair value adjustments £m |
Fair value of assets acquired £m |
|
|
Intangible assets |
|
51.5 |
51.5 |
|
|
Property, plant and equipment |
18.3 |
(0.4) |
17.9 |
|
|
Inventories |
23.3 |
(4.4) |
18.9 |
|
|
Trade and other receivables |
26.1 |
(0.7) |
25.4 |
|
|
Trade and other payables |
(16.4) |
(1.6) |
(18.0) |
|
|
Net bank overdrafts |
(6.2) |
|
(6.2) |
|
|
Provisions for liabilities and charges |
|
(3.1) |
(3.1) |
|
|
Tax and deferred tax |
(3.0) |
(13.1) |
(16.1) |
|
|
|
42.1 |
28.2 |
70.3 |
|
|
Goodwill |
|
|
34.5 |
|
|
Consideration |
|
|
104.8 |
|
|
Satisfied by: |
|
|
|
|
|
|
cash consideration |
|
|
97.2 |
|
|
deferred consideration |
|
|
7.6 |
|
|
|
|
104.8 |
|
|
Contingent payments to former owners |
|
|
9.7 |
|
|
Net bank overdrafts acquired |
|
|
6.2 |
|
|
Transaction costs and expenses |
|
|
5.5 |
|
|
Total expected spend in respect of current year acquisitions |
|
|
126.2 |
|
|
|
|
|
|
|
|
The net cash outflow in the year in respect of acquisitions comprised: |
|
|
|
|
|
Cash consideration |
|
|
97.2 |
|
|
Net bank overdrafts acquired |
|
|
6.2 |
|
|
Deferred consideration in respect of prior year acquisitions |
|
|
1.6 |
|
|
Net cash outflow in respect of acquisitions |
|
|
105.0 |
|
|
Acquisition related costs |
|
|
5.6 |
|
|
Total cash outflow in respect of acquisitions |
|
|
110.6 |
|
Acquisitions made in the year ended 31 December 2010 contributed £84.4m to the Group's revenue and £9.9m to the Group's operating profit before intangible amortisation and acquisition related costs.
The estimated contributions of acquired businesses to the results of the Group, as if the acquisitions had been made at the beginning of the year, are as follows:
|
|
£m |
|
Revenue |
153.6 |
|
Operating profit before intangible amortisation and acquisition related costs |
17.8 |
10. Disposals
During the second half of the year the Board decided that it would be an appropriate time to divest the Group's vending business, which was restricted to operations solely in the UK, as it was no longer a strategic fit within the portfolio of the Group's businesses. The vending market had changed significantly in recent years, partly due to the growth of high street coffee shops in the UK which led to reductions in vend volumes, and also as a result of the market consolidation which had taken place with two other groups emerging as clear European leaders. The Board therefore concluded that the funds which would be generated from the disposal would be better invested in the Group's core, higher return and higher growth businesses.
The disposal was completed on 26 August 2011. As a result, the net assets of the Group reduced by £56.0m representing the net loss on disposal (including associated transaction costs of £1.0m). This reflected the book value of the assets disposed (£87.0m), primarily the associated intangible assets (£26.4m) and the carrying value of allocated goodwill (£44.8m), offset by the cash consideration received of £32.0m. The loss relates to the UK & Ireland business area.
|
Cash flow from disposal |
2011 £m |
|
Cash received |
32.0 |
|
Cash and cash equivalents disposed |
(1.4) |
|
Net cash inflow |
30.6 |
11. Related party transactions
The Group has identified the directors of the Company, the Group pension schemes and its key management as related parties for the purpose of IAS 24 'Related Party Disclosures'. There have been no transactions with those related parties during the year ended 31 December 2011 that have materially affected the financial position or performance of the Group during this period. All transactions with subsidiaries are eliminated on consolidation.
12. Principal risks and uncertainties
There are a number of potential risks and uncertainties which could have a material impact on the Group's business, financial condition or results of operations. The Group has specific policies and procedures which are designed to identify, evaluate, manage and mitigate business risk. The principal risks and uncertainties faced by the Group and the steps taken by the Group to mitigate such risks and uncertainties include the following:
Economic environment - The Group's business is partially dependent on general economic conditions in the US, the UK, France and other important markets. A significant deterioration in these conditions could have an adverse effect on the Group's business and results of operations.
The Group's operations and its customer base are diverse, with a variable and flexible cost base, and many of the sectors in which it competes are traditionally, by their nature, relatively resilient to economic downturns.
Competitive pressures - The Group operates in highly competitive markets and faces competition from international companies as well as national, regional and local companies in the countries in which it operates. Increased competition and unanticipated actions by competitors or customers could lead to an adverse effect on results and hinder the Group's growth potential, either through pressure on margins or loss of customers.
The Group seeks to remain competitive by maintaining high service levels and close contacts with its customers to ensure that their needs and demands are being met satisfactorily, developing a national presence in the markets in which the Group operates and maintaining strong relationships with a variety of different suppliers thereby enabling the Group to offer a broad range of products to its customers.
Product price changes - The purchase price and availability of products distributed by the Group can fluctuate from time to time, thereby potentially affecting the results of operations. Adverse economic conditions resulting in a period of commodity price deflation and increased levels of imported products may lead to reductions in the price and value of the Group's products. If this were to occur, the Group's revenue and, as a result, its profits, could be reduced and the value of inventory held in stock may not be fully recoverable.
The Group endeavours, whenever possible, to pass on price increases from its suppliers to its customers and to source its products from a number of different suppliers so that it is not dependent on any one source of supply for any particular product. Increased focus on the Group's own import programmes and brands, together with the reinforcement of the Group's service and product offering to customers, helps to minimise the impact of price deflation.
The Group mitigates against the risk of holding overvalued inventory in a deflationary environment by managing stock levels efficiently and ensuring they are kept to a minimum.
Foreign exchange - The majority of the Group's sales are made and income is earned in US dollars, euros and other foreign currencies. As a result, movements in exchange rates may have a material translation impact on the Group's reported results.
The Group believes that the benefits of its geographical spread outweigh the associated risks.
The Group may also be subject to transaction exposures where products are purchased in one currency and sold in another and movements in exchange rates may also adversely affect the value of the Group's net assets.
The majority of the Group's transactions are carried out in the functional currency of the Group's operations. As a result, transaction exposures are usually limited and exchange rate fluctuations have minimal effect on the quality of earnings unless there is a sudden and significant adverse movement of a foreign currency in which products are purchased which may lead to a delay in passing on to customers the resulting price increases.
The Group's businesses, reported results and net assets could similarly be affected by the exit from the eurozone of countries where the Group has operations.
Although the consequences of a country leaving the eurozone, and the resulting impact this will have on other countries both within and outside the eurozone, are difficult to predict, the Group's operations in those countries most likely to do so at the current time are relatively small.
Acquisitions - A significant portion of the Group's historical growth has been achieved through the acquisition of businesses and the Group's growth strategy includes additional acquisitions. Although the Group operates in a number of fragmented markets which provide future acquisition opportunities, there can be no assurance that the Group will be able to make acquisitions in the future or that any acquisitions made will be successful.
The Group's acquisition strategy is to focus on those businesses which operate in sectors where it has or can develop competitive advantage and which have good growth opportunities. The Group continually reviews acquisition targets and has established processes and procedures with regard to detailed pre-acquisition due diligence and post-acquisition integration.
In the longer term, if an acquisition consistently underperforms compared to its original investment case, there is a risk that this will lead to a permanent impairment in the carrying value of the intangible assets attributed to that acquisition.
The Group endeavours to maximise the performance of an acquisition through the recruitment and retention of high quality management combined with effective strategic planning, investment in resources and infrastructure and regular reviews of performance by both business area and Group management.
Financial liquidity and debt covenants - The Group needs continuous access to funding in order to meet its trading obligations, to support investment in organic growth and to make acquisitions when appropriate opportunities arise. There is a risk that the Group may be unable to obtain the necessary funds when required or that such funds will only be available on unfavourable terms.
The Group arranges a mixture of borrowings from different sources and continually monitors net debt and forecast cash flows to ensure that it will be able to meet its financial obligations as they fall due and that sufficient facilities are in place to meet the Group's requirements in the short, medium and long term.
The Group's borrowing facilities include a requirement to comply with certain specified covenants in relation to the level of net debt and interest cover. A breach of these covenants could result in a significant proportion of the Group's borrowings becoming repayable immediately.
Compliance with the Group's biannual debt covenants is monitored on a monthly basis based on the management accounts. Sensitivity analyses using various scenarios are applied to forecasts to assess their impact on covenants.
Business continuity - The Group would be affected if there was a significant failure of its major distribution facilities or information systems.
The Group seeks to reduce the impact of facilities' failure through the use of multi-site facilities with products stocked in more than one location and the impact of information systems' failure through the adoption of detailed back up plans which are periodically tested and which would be implemented in the event of any such failure.
Laws and regulations - The international nature of the Group's operations exposes it to potential claims as the Group is subject to a broad range of laws and regulations in each of the jurisdictions in which it operates.
Although the Group does not operate in particularly litigious market sectors, it has in place processes to report, manage and mitigate against third party litigation using external advisers where necessary.
In addition the Group faces potential claims from customers in relation to the supply of defective products or breaches of their contractual arrangements. The sourcing of products from lower cost countries increases the risk of the Group being unable to recover any potential losses relating thereto from the relevant supplier.
The use of reputable suppliers and internal quality assurance and quality control procedures reduce the risks associated with defective products.
13. Forward-looking statements
This announcement contains certain statements about the future outlook for the Group. Although the Company believes that the expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.
14. Responsibility statements
The Annual Report and financial statements comply with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority in respect of the requirement to produce an annual financial report.
We confirm on behalf of the Board that to the best of our knowledge:
· the Group and parent company financial statements have been prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
· the Annual Report and financial statements include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
On behalf of the Board
Michael Roney Brian May
Chief Executive Finance Director
27 February 2012
This information is provided by RNS
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