Interim Results - Part 2
Compass Group PLC
22 May 2001
PART 2
Compass Group PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the six months ended 31 March 2001
Before
goodwill Goodwill
amortisation amortisation
and and Before
exceptional exceptional Total goodwill Goodwill As
restated
items items 2001 amortisation amortisation 2000
£m £m £m £m £m £m
Turnover
(note 2)
Continuing 3,963 - 3,963 2,657 - 2,657
operations
Acquisitions 116 - 116 - - -
4,079 - 4,079 2,657 - 2,657
Operating (3,816) (154) (3,970) (2,532) (3) (2,535)
costs (note 3)
Operating
profit
Continuing 260 (152) 108 125 (3) 122
operations
Acquisitions 3 (2) 1 - - -
263 (154) 109 125 (3) 122
Share of
operating
profits of
associated
undertakings 5 (1) 4 4 (1) 3
Total
operating
profit :
Group and
share of
associated 268 (155) 113 129 (4) 125
undertakings
(note 2)
Reversal of
discounting
of net
proceeds
from
disposal of 103 - 103 - - -
businesses
to net
present
value
Other 7 - 7 5 - 5
interest
receivable
and similar
income
Total 110 - 110 5 - 5
interest
receivable
and similar
income
Interest (144) - (144) (43) - (43)
payable and
similar
charges
Net interest (34) - (34) (38) - (38)
Profit on 234 (155) 79 91 (4) 87
ordinary
activities
before
taxation
Tax on (35) 6 (29) (23) - (23)
profit on
ordinary
activities
(note 4)
Profit on 199 (149) 50 68 (4) 64
ordinary
activities
after
taxation
Equity (7) - (7) (3) - (3)
minority
interests
Profit for 192 (149) 43 65 (4) 61
the
financial
period
Equity (42) - (42) (16) - (16)
dividends
(note 5)
Profit for 150 (149) 1 49 (4) 45
the period
retained
Basic 1.9p 4.4p
earnings per
ordinary
share (note 6)
Basic
earnings per
ordinary
share -
excluding
goodwill 8.6p 4.7p
amortisation
and
exceptional
items (note 6)
Diluted 1.9p 4.3p
earnings per
ordinary
share (note 6)
Diluted
earnings per
ordinary
share -
excluding
goodwill 8.5p 4.5p
amortisation
and
exceptional
items (note 6)
The half year results are unaudited but have been reviewed by the auditors.
The above activities are derived from continuing operations.
The financial information does not constitute full accounts as defined by
section 254 of the Companies Act 1985.
Compass Group PLC
Consolidated Statement of Total Recognised Gains and Losses
For the six months ended 31 March 2001
Total As restated
2001 2000
£m £m
Profit for the financial period 43 61
Currency translation differences on foreign currency net (62) 24
investments
Total gains and losses recognised in the period (19) 85
Reconciliation of Movements in Consolidated
Shareholders' Funds
For the six months ended 31 March 2001
Total As restated
2001 2000
£m £m
Profit for the financial period 43 61
Dividends (42) (16)
1 45
Other recognised gains and losses relating to the period (62) 24
(net)
New share capital subscribed 11 20
Shares to be issued 13 -
Net (reduction in)/addition to shareholders' funds (37) 89
Opening shareholders' funds 2,820 (817)
Closing shareholders' funds 2,783 (728)
Compass Group PLC
Consolidated Balance Sheet
As at 31 March 2001
Total As
restated
2001 2000
Notes £m £m
Fixed assets
intangible assets 3,224 163
Tangible assets 1,727 475
Investments 117 91
5,068 729
Current assets
Stocks 160 105
Debtors: amounts falling due within one year 1,068 596
amounts falling due after more 159 75
than one year
Businesses held for resale 2,821 -
Cash at bank and in hand 468 138
4,676 914
Creditors: amounts falling due within one year (2,713) (1,309)
Net current assets/(liabilities) 1,963 (395)
Total assets less current liabilities 7,031 334
Creditors: amounts falling due after more than one
year
Other creditors (4,027) (748)
Convertible bond - (216)
(4,027) (964)
Provisions for liabilities and charges 7 (185) (80)
Equity minority interests (36) (18)
Net assets/(liabilities) 2,783 (728)
Capital and reserves
Called up share capital 221 140
Shares to be issued (including premium) 17 -
Share premium account 8 1 -
Merger reserve 4,183 721
Profit and loss account 8 (1,639) (1,589)
Total equity shareholders' funds 2,783 (728)
Compass Group PLC
Consolidated Cash Flow Statement
For the six months ended 31 March 2001
Total As
restated
2001 2000
£m £m £m £m
Net cash inflow from operating activities (note I) 239 123
Exceptional reorganisation costs (19) -
Returns on investments and servicing of finance
Interest received 5 5
Interest paid (152) (37)
Interest element of finance lease rental payments (1) (1)
Dividends paid to minority interests (1) (1)
Net cash outflow from returns on investments and (149) (34)
servicing of finance
Taxation
Tax received 5 7
Tax paid (45) (12)
Net tax paid (40) (5)
Free cash flow 31 84
Capital expenditure and financial investment
Purchase of tangible fixed assets (155) (85)
Sale of tangible fixed assets 13 2
Purchase of own shares, net - (1)
Total capital expenditure and financial investment (142) (84)
Acquisitions and disposals
Purchase of subsidiary companies and investment
in associated undertakings (302) (94)
Sale of subsidiary companies 236 -
Total acquisitions and disposals (66) (94)
Dividends paid to former parent company (121) -
Net cash outflow from investing activities (329) (178)
Net cash outflow before financing (298) (94)
Financing
Issue of ordinary share capital 11 3
Debt due within a year:
(Decrease)/increase in bank loans and loan notes (454) 20
Debt due after a year:
Increase in bank loans and loan notes 668 104
Capital element of finance lease rentals (5) (5)
Net cash inflow from financing 220 122
(Decrease)/increase in cash in the period (78) 28
Reconciliation of net cash flow to movement in net
debt (note II)
(Decrease)/increase in cash in the period (78) 28
Cash inflow from increase in debt and lease (209) (119)
finance
Change in net debt resulting from cash flows (287) (91)
Changes in finance leases and loans acquired with (12) (4)
subsidiaries
Effect of foreign exchange rate change (54) 30
Movement in net debt in the period (353) (65)
Opening net debt (3,696) (1,066)
Closing net debt (4,049) (1,131)
Compass Group PLC
Notes to the Consolidated Cash Flow Statement
For the six months ended 31 March 2001
Total As
restated
2001 2000
£m £m
I Reconciliation of operating profit to net cash inflow
from operating activities:
Operating profit before goodwill amortisation and 268 129
exceptional items
Depreciation 83 46
EBITDA 351 175
(Profit)/loss on disposal of fixed assets and businesses (1) 1
Share of profit of associated undertakings (5) (3)
Decrease in provisions for liabilities and charges (8) (5)
Increase in stocks (6) (5)
Increase in debtors (127) (50)
Increase in creditors 35 10
Net cash inflow from operating activities 239 123
Acquisitions
(excluding Other
Cash Exchange cash and non-cash
1 Oct flow movements overdrafts) changes 31 Mar
2000 2001
£m £m £m £m £m £m
II Analysis of net
debt:
Cash at bank and 583 (115) - - - 468
in hand
Overdrafts (480) 37 1 - - (442)
103 (78) 1 - - 26
Debt due within (1,271) 454 (3) - 475 (345)
one year
Debt due after one (2,486) (668) (51) (5) (475) (3,685)
year
Finance leases (42) 5 (1) - (7) (45)
(3,799) (209) (55) (5) (7) (4,075)
Total (3,696) (287) (54) (5) (7) (4,049)
Other non-cash changes in respect of debt represent amounts which were
previously considered repayable in less than one year now due in more than one
year.
Compass Group PLC
Notes to the Financial Statements
For the six months ended 31 March 2001
1. Basis of preparation
Compass Group PLC was incorporated on 29 September 2000. On 2 February 2001,
Granada Compass plc transferred its hospitality business to Compass Group PLC
in exchange for the issue of shares by that company to the Granada Compass plc
shareholders. This hospitality business was created on 27 July 2000 when the
former Compass Group PLC (Former Compass) merged with Granada Group plc. On
that date, the management of Former Compass took effective control of
Granada's foodservice activities (Granada Restaurants) and its hotels
activities (Forte Hotels). On 16 October 2000 the intention to dispose of
Forte Hotels was announced.
Accordingly the financial information for Compass Group PLC has been prepared
as follows:
* Former Compass has been combined with Compass Group PLC
using the principles of merger accounting;
* Granada Restaurants has been consolidated with effect
from 27 July 2000, using the principles of acquisition accounting; and
* Forte Hotels has been included as a current asset
investment at the net present value of the anticipated net proceeds from its
disposal.
The results of Compass Group PLC for the six months ended 31 March 2001 have
been prepared on the basis of the accounting policies previously adopted by
Former Compass as set out on pages 30 and 31 of the Introduction to the
Official List circulated to Granada Compass plc shareholders on 18 December
2000. Prior period figures have been restated following the adoption of UITF
abstract 24 'Accounting for Start-up Costs' as capital expenditure incurred
during the rebranding or development of catering outlets prior to the
commencement of trading is no longer deferred.
Compass Group PLC
Notes to the Financial Statements
For the six months ended 31 March 2001
Continuing Total As
restated
operations Acquisitions 2001 2000
2. Turnover and operating profit £m £m £m £m
Turnover
Foodservice
Geographical analysis:
- United Kingdom 1,361 - 1,361 419
- Continental Europe and the 1,389 14 1,403 1,334
rest of the world
- North America 1,213 102 1,315 904
3,963 116 4,079 2,657
Operating profit (before goodwill
amortisation and exceptional
items)
Foodservice
- The Company and its subsidiary 260 3 263 125
companies
- Associated undertakings 5 - 5 4
265 3 268 129
Geographical analysis:
- United Kingdom
The Company and its 132 - 132 25
subsidiary companies
Associated 1 - 1 -
undertakings
- Continental Europe and the
rest of the world
The Company and its 69 1 70 61
subsidiary companies
Associated 4 - 4 4
undertakings
- North America 59 2 61 39
265 3 268 129
Amortisation of goodwill:
- United Kingdom (72) - (72) -
- Continental Europe and the (8) - (8) (4)
rest of the world
- North America (4) (2) (6) -
(84) (2) (86) (4)
Exceptional items:
- United Kingdom (69) - (69) -
Total operating profit 112 1 113 125
Operating profit after goodwill amortisation and exceptional items for the
half year ended 31 March 2001 relates to foodservice analysed as UK (£8)
million, Continental Europe and the rest of the world £66 million, and North
America £55 million, (2000 half year: £25 million, £61 million and £39 million
respectively).
Compass Group PLC
Notes to the Financial Statements (continued)
For the six months ended 31 March 2001
2001 2000
3. Exceptional items - continuing operations £m £m
Exceptional operating items - continuing operations
Reorganisation
- costs incurred 19 -
- assets written off 37 -
Commitment plan 13 -
69 -
During 2000, the Group acquired Granada Restaurants and is combining this with
the Group's existing UK operations. Costs incurred relate to reorganisation
costs of the UK business and the writing off of the net book amount of
duplicate assets. A Commitment Plan was entered into with effect from 27
July 2000 to retain senior employees which matures on 27 January 2002 and
which is payable in Compass Group PLC shares.
Total As restated
2001 2000
4. Tax on profit on ordinary activities £m £m
UK corporation tax 17 3
Overseas tax payable 18 20
35 23
UK deferred tax 3 -
Adjustments in respect of prior years:
UK corporation tax - 1
Overseas tax payable (4) (2)
(4) (1)
Overseas tax on share of profits of associated 1 1
undertakings
Total tax charge before exceptional items 35 23
Exceptional items:
UK corporation tax (6) -
29 23
United Kingdom corporation tax has been charged at 30% (2000: 30%).
The Group tax charge is reduced below this rate since tax is charged at a
lower effective rate on overseas earnings.
Compass Group PLC
Notes to the Financial Statements (continued)
For the six months ended 31 March 2001
Total As
restated
2001 2000
5. Dividends Per share £m Per share £m
Dividends on ordinary shares of 10p
each
Interim 1.9p 42 - -
Interim dividend of Former Compass - - 1.1p 16
1.9p 42 1.1p 16
The comparative dividend per share has been restated taking into effect merger
accounting.
Half year Half year Half year Half year
ended ended ended ended
31 Mar 2001 31 Mar 2001 31 Mar 2000 31 Mar 2000
Before After Before After
goodwill goodwill goodwill goodwill
amortisation amortisation amortisation amortisation
and and and and
exceptional exceptional exceptional exceptional
items items items items
6. earnings per share £m £m £m £m
Attributable profit 191 42 65 61
for basic earnings
per share
Interest on - - 4 4
convertible bonds net
of tax
Attributable profit 191 42 69 65
for diluted earnings
per share
millions millions millions millions
Average number of 2,214 2,214 1,396 1,396
shares in issue
Contingently issuable 2 2 - -
shares
Average number of - - (2) (2)
shares held by ESOP
Average number of 2,216 2,216 1,394 1,394
shares for basic
earnings per share
Dilutive share 32 32 12 12
options
Conversion of 5.75% - - 122 122
convertible bond due
2007
Average number of 2,248 2,248 1,528 1,528
shares for diluted
earnings per share
Basic earnings per 8.6p 1.9p 4.7p 4.4p
share
Diluted earnings per 8.5p 1.9p 4.5p 4.3p
share
Earnings per share excluding goodwill amortisation and exceptional items has
been shown to disclose the impact of goodwill amortisation and exceptional
items on underlying earnings.
Compass Group PLC
Notes to the Financial Statements (continued)
For the six months ended 31 March 2001
Pensions
and
other post
employment Onerous Legal Reorganisation
and
benefits contracts other provisions Other Total
claims
7. Provisions for £m £m £m £m £m £m
liabilities and
charges
At 1 October 2000 (51) (83) (36) (3) (16) (189)
Arising from (4) - - - - (4)
acquisitions
Expenditure in the 1 6 - 1 - 8
period
Charged to profit (2) - - - - (2)
and loss account
Credited to profit 1 - - - - 1
and loss account
Reclassified 1 - - - - 1
Currency (1) 1 - - - -
adjustment
At 31 March 2001 (55) (76) (36) (2) (16) (185)
Pensions and other post employment benefits relate to the costs of self funded
pension and insurance schemes or statutory retirement benefits principally for
overseas subsidiary companies and are essentially long term in nature.
Onerous contracts represent the liabilities in respect of leases on
non-utilised properties and other contracts. The duration of these contracts
ranges from 2 to 17 years. Legal and other claims relate principally to
provisions for the costs of litigation in the USA and sundry other claims.
the timing of the settlement of these claims is uncertain. Reorganisation
provisions are for the committed costs of integration of businesses.
Integration is ongoing and is anticipated to be substantially complete within
the next one to two years.
Consolidated profit and
loss account
Share Before
premium Merger goodwill Goodwill
account reserve written written Total
off off
8. Reserves £m £m £m £m £m
At 1 October 2000 - 4,173 554 (2,132) (1,578)
Foreign exchange reserve - - (62) - (62)
movements
Premium on ordinary shares 1 10 - - -
issued, net of expenses
Retained profit for the period - - 1 - 1
At 31 March 2001 1 4,183 493 (2,132) (1,639)
9. Post balance sheet events review
On 2 April 2001 the Group completed the acquisition of 92.3% of Morrison
Management Specialists, Inc for USD520 million (£366 million).
The Group announced on 4 April 2001 the sale of the Posthouse and Heritage
hotel businesses for a combined total of £1,045 million, being £810 million
and £235 million respectively.
On 9 May 2001 the Group announced that the Selecta offer had become
unconditional with acceptances giving an increase in the holding to 96.5% for
CHF853 million (£344 million).
Compass Group PLC
Notes to the Financial Statements (continued)
For the six months ended 31 March 2001
Translation Closing
10. Exchange rates rate rate
Exchange rates for major currencies used during the
period after taking into account the Group's
hedging arrangements were:
Australian Dollar 2.56 2.91
Canadian Dollar 2.09 2.24
Danish Krone 12.17 12.01
Euro 1.63 1.61
Norwegian Krone 13.07 12.95
Swedish Krona 13.68 14.67
Swiss Franc 2.49 2.45
US Dollar 1.41 1.42
11. This announcement is being sent to all shareholders on the register at
21 May 2001 and is available to the general public at Cowley House, Guildford
Street, Chertsey, Surrey, KT16 9BA (the company's registered office) during
office hours.