Interim Results

Compass Group PLC 16 May 2006 INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2006 Stable performance; building a solid platform for future growth • Group revenue £5.7 billion, up 8% on a like for like basis.(1) • Underlying operating profit £259 million, up 0.4%.(3) • Good progress stabilising the UK business. • Interim dividend 3.4 pence per share, up 3.0%. • Agreed sale of SSP for £1,822 million and Inflight for £57 million. • £500 million share buy back over 12-18 months. • UK Pension deficit to be reduced by £275 million cash injection. • Remaining 51% of US based Levy Restaurants acquired for £143 million. • Strong new senior management team now in place. _________________________________________________________________________________ Financial summary Reported For the six months ended 31 March 2006 2005(2) Change _________________________________________________________________________________ Continuing Operations Revenue - reported £5,695m £5,142m 10.8% - underlying(3) £5,664m £5,039m 12.4% Operating profit (4) - reported £260m £274m -5.1% - underlying (3) £259m £258m 0.4% Operating margin(5) - reported 4.5% 5.3% -80bps - underlying(3) 4.5% 5.1% -60bps Profit before tax £184m £203m -9.4% Free cash flow £80m £97m -17.5% Basic earnings per share 5.6p 6.3p -11.1% Total Group Basic earnings per share 6.5p 7.2p -9.7% Dividend per ordinary share 3.4p 3.3p 3.0% _________________________________________________________________________________ (1) Like for like growth is calculated by adjusting for acquisitions (excluding current year acquisitions and including a full year in respect of prior year acquisitions), disposals (excluded from both years) and exchange rate movements (translating the prior period at current period exchange rates) and compares the results against 2005 (2) Prior period figures have been restated from UK GAAP to IFRS (3) Underlying performance excludes Middle East military (4) Includes share of profit of associates (5) Excludes share of profit of associates _________________________________________________________________________________ Andrew Martin, Group Finance Director, said: 'In the UK, I'm satisfied that we are making progress in implementing the actions necessary to create a solid platform for future growth. Trading in North America and the Rest of the World continues to be encouraging. In Continental Europe, as expected, trading conditions remain challenging. We remain on track to deliver on our full year expectations.' Michael J Bailey, Group Chief Executive, commented: 'This continues to be a case of 'steady as she goes'. Our performance during the first half of 2006 in maintaining high levels of contract retention and making significant new business gains reflects the commitment and dedication of all our teams.' Enquiries: Compass Group PLC +44 (0)1932 573000 Investors/Analysts Andrew Martin Media Paul Kelly Website www.compass-group.com For presentation and teleconference details refer to the notes on pages 10 and 11. GROUP TRADING REVIEW Compass Group today announces its unaudited interim results for the six month period ended 31 March 2006. These results are the first prepared and presented in accordance with International Financial Reporting Standards ('IFRS') and comparative figures for 2005 have been restated accordingly, as previously reported on 1 March 2006. _________________________________________________________________________________ Financial summary Reported For the six months ended 31 March 2006 2005(1) Change _________________________________________________________________________________ Continuing Operations Revenue - reported £5,695m £5,142m 10.8% - underlying(2) £5,664m £5,039m 12.4% Operating profit (3) - reported £260m £274m -5.1% - underlying (2) £259m £258m 0.4% Operating margin(4) - reported 4.5% 5.3% -80bps - underlying(2) 4.5% 5.1% -60bps Profit before tax £184m £203m -9.4% Free cash flow £80m £97m -17.5% Basic earnings per share 5.6p 6.3p -11.1% Total Group Basic earnings per share 6.5p 7.2p -9.7% Dividend per ordinary share 3.4p 3.3p 3.0% _________________________________________________________________________________ (1) Prior period figures have been restated from UK GAAP to IFRS (2) Underlying performance excludes Middle East military (3) Includes share of profit of associates (4) Excludes share of profit of associates _________________________________________________________________________________ Discontinued Operations On 9 April 2006, Compass announced that it had entered into an agreement to sell its travel concession catering business, Select Service Partner, including Creative Host Services in the United States (together, ''SSP'), for a consideration of £1,822 million. Subject to obtaining various approvals, the sale is expected to complete in June 2006. SSP's revenue and operating profits in 2005 were £1,804 million and £112 million respectively on an IFRS basis. During the period, the Group also completed the sale of its Inflight catering business for £57 million. Inflights' revenue and operating profits in 2005 were £137 million and £8 million respectively. The results of the SSP and Inflight businesses are treated as discontinued operations and are therefore excluded from the results of continuing operations in 2006. The 2005 results have been restated on a consistent basis. Middle East Military The Group's withdrawal from its Middle East military operations is well advanced and is expected to be completed by the year end. The results of the continuing operations of the Group excluding Middle East military activities are presented in this announcement as 'underlying' performance. Revenue Overall, the Group delivered revenue growth of 11% on a reported basis, 7% on a constant currency basis and 8% on a like for like basis. Underlying revenue, excluding Middle East military, grew by 9% on a like for like basis. The main factors that affected the period on period change in revenue are summarised below: Continuing Operations % ------------------------------------------------------------------------------ Like for like growth (underlying) 9 Contribution from acquisitions - Movements in translation rates 3 ------------------------------------------------------------------------------ Underlying revenue 12 Middle East military (1) ------------------------------------------------------------------------------ Total revenue 11 ------------------------------------------------------------------------------ The table below sets out like for like growth by sector for each geographic segment and also shows the underlying position excluding the Middle East military which the Group expects to exit by year end. Like for like growth is calculated by adjusting for acquisitions (excluding current year acquisitions and including a full year in respect of prior year acquisitions), disposals (excluded from both years) and exchange rate movements (translating the prior period at current period exchange rates), and compares the results against 2005. -------------------------------------------------------------------------------- Like for like growth by sector For the six months ended 31 March 2006 -------------------------------------------------------------------------------- NA UK CE ROW Under- ME Total lying military Group Continuing Operations % % % % % % % -------------------------------------------------------------------------------- Contract: Business & Industry 14 5 2 10 7 - 7 Def.,Offshore & Remote 56 (2) 12 48 35 (72) 9 Education 11 (2) 8 15 8 - 8 Healthcare 13 1 1 11 8 - 8 Sports & Leisure 26 5 15 9 17 - 17 -------------------------------------------------------------------------------- Total Contract 15 3 3 20 11 (72) 9 Vending (1) 7 2 - 0 - 0 Travel Concessions(1) - 1 5 (4) 0 - 0 -------------------------------------------------------------------------------- Total 13 3 3 19 9 (72) 8 -------------------------------------------------------------------------------- (1) Residual travel concessions principally comprises: motorways in Italy, Japan and Portugal and in the UK, The Strand Palace Hotel Like for like turnover growth of 8% overall was achieved as a result of new contract gains of 13% offset by contract losses of 6% and marginally positive throughput. Throughput is the movement in revenue from the existing estate and is influenced by head count changes, rates of participation, average spend per transaction and our ability to pass on cost increases through pricing. The table below summarises the performance of the Group's continuing operations by geographic segment and for the Group on an underlying basis. ________________________________________________________________________________ Segmental performance Constant Like Six months ended 31 March 2006 Reported currency for like change change change 2006 2005 % % % ________________________________________________________________________________ Continuing Operations Revenue (£m) North America 2,283 1,881 21 12 13 United Kingdom 1,006 984 2 2 3 Continental Europe 1,518 1,490 2 3 3 Rest of the world 857 684 25 20 19 -------------------------------------------------------------------------------- Underlying revenue 5,664 5,039 12 9 9 Middle East military 31 103 (70) (72) (72) --------------------------------------- -------------------------------- Total 5,695 5,142 11 7 8 ---------------------------------------- -------------------------------- Operating profit(1)(£m) North America 125 108 16 United Kingdom 56 61 (8) Continental Europe 92 100 (8) Rest of the world 25 22 14 Unallocated overheads (41) (33) - Associates 2 - - ---------------------------------------------------- Underlying 259 258 - Middle East military 1 16 - ---------------------------------------------------- Total 260 274 (5) ---------------------------------------------------- Operating margin(2)(%) North America 5.5 5.7 United Kingdom 5.6 6.2 Continental Europe 6.1 6.7 Rest of the world 2.9 3.2 Middle East military 3.2 15.5 ---------------------------------------- Total 4.5 5.3 --------------------------------------- (1) Operating profit includes share of profit of associates UK £1m (2005:£nil) & North America £1m (2005: £nil) (2) Operating margin is based on revenue and operating profit excluding share of profit of associates North America - 40.1% Group revenue (2005: 36.6%) Revenue in North America grew strongly in the first half, up 13% on a like for like basis to £2,283 million (2005: £1,881 million). The well-established sales and operating teams continue to successfully exploit a significant market opportunity provided by the positive trend towards outsourcing. As a consequence, we continue to direct more capital towards this business at a rate of 3.2% of sales in the first half of 2006 versus the Group average of 2.4%. Revenue growth has been strong across all sectors and particularly in Business and Industry, Healthcare, Education and Sports and Leisure sectors. Levy Restaurants, which operates our Sports and Leisure business, has a leading position in most major sports. For example in basketball, Levy operates 12 out of the 16 NBA play-off team accounts. Levy has grown consistently since our acquisition of a 49% interest in 2000. In April 2006, we completed the acquisition of the remaining 51% of Levy for $250 million (£143 million) taking our total investment to $337 million. The continuing strong sales performance and high client retention rates in the period demonstrate the effectiveness of our successful client retention teams. Total operating profit on continuing activities increased to £125 million (2005: £108 million), the first half operating profit benefiting from a strengthening in the average dollar exchange rate, versus last year. The contract catering business generally performed well across all sectors but did suffer an adverse impact from Hurricane Katrina, which reduced profits by £2 million in the first half. Rising fuel costs also impacted the business as a whole, and vending in particular, which is heavily reliant on a large fleet of trucks and vans to service the nationwide estate. The estimated impact of rising fuel costs was circa £2 million. The disposal of 75% of Au Bon Pain in the second half of 2005 also resulted in a £2 million negative impact on operating profit in the period. In the second half, we expect to see continuing good revenue growth but at slightly lower levels than those seen in the first half and we expect operating margins to be closer to the level achieved in the same period last year. UK - 17.7% Group revenue (2005: 19.1%) In the UK and Ireland, revenue increased by 3% on a like for like basis to £1,006 million (2005: £984 million). We are encouraged by the level of new business wins achieved in the period at 10%. We are continuing to make good progress in addressing lower margin contracts. By the end of the first half, we had exited approximately 50% of lower margin contracts and are putting in place plans to either exit or improve the margin on the remainder. This initiative contributed towards the higher than normal level of lost business, in-line with our expectations. Our objective remains to deliver a contract base with a more sustainable profit level going forward. The UK has also focused on restructuring. Overhead reductions have been concentrated on 'back of house' functions. The spend on restructuring outweighed the benefits in the first half by £3 million, but we expect this to reverse by the year end. In Purchasing, we are working to improve the leverage of our main deals with suppliers through narrowing the product range and ensuring our unit managers buy only from approved suppliers. In Healthcare, we are working with several of our large clients to introduce an innovative concept new to contract catering called 'Steamplicity'. This concept enables us to prepare high quality fresh ingredients offsite in large volumes, packaged with a simple valve mechanism. This approach allows meals to be menu selected and served to patients within minutes of being cooked, with minimal loss of nutritional content or quality. Other advantages include no need for a traditional kitchen or kitchen staff on site, greater choice, high levels of consumer satisfaction and reduced wastage. We have exclusive rights to this technology in our market and expect to have introduced this to 20% of our Healthcare clients by the year end. In Education, which continues to provide the greatest challenge, we are actively working with schools, teachers and parents to develop new healthier eating concepts such as fresh fruit bars, salad bars, pasta dishes, fresh dish of the day and yoghurt bars. This work is progressing well, in advance of the introduction of the Government's new nutritional standards from September 2006. Operating profit for the first half was £56 million (2005: £61 million) reflecting the net cost of restructuring of £3 million in the first half. The current trends continue to point towards a similar level of overall profitability for the full year as in 2005. Continental Europe - 26.6% Group revenue (2005: 29.0%) Revenue in Continental Europe grew by 3% overall on a like for like basis to £1,518 million (2005: £1,490 million). Overall, performance has improved slightly over that seen in the past few years. In part, this reflects the increased focus on client retention through investment in client retention teams - similar to the approach adopted successfully in North America. Defence, Offshore and Remote performed well on the back of continued strong oil and gas sector demand and Education and Sports and Leisure also grew well. We have seen a good start to the year in Spain, Eastern Europe, Switzerland, Scandinavia and Germany. Most of the European businesses are now on a more stable footing but two areas where we still have to see improvement are Italy and Selecta (our European vending business). These are two sizeable businesses. In both we have recently introduced new management teams and are working towards improving performance. Operating profit in the first half amounted to £92 million (2005: £100 million). Continental Europe also saw a significant level of restructuring activity in the period including in particular France, Switzerland and the Netherlands where new country managing directors are completing the restructuring of their businesses. The net cost of restructuring in the first half was £4 million and should be compensated by a similar level of net benefit in the second half. As we look forward to the second half, we expect the profile of profit delivery to be broadly similar to that of 2005. Rest of the World - 15.6% Group revenue (2005: 15.3%) Underlying revenue in the Rest of the World (i.e. excluding the Middle East military) grew strongly across all sectors and by 19% overall on a like for like basis, to £857 million (2005: £684 million). 34% of the business is in the underlying Defence, Offshore and Remote sector. This sector grew by 48% on an underlying basis, benefiting from the buoyant oil and gas and mining sectors around the world, particularly in Australasia up 25% and Latin America up 19%, where we continue to successfully capitalise on the significant opportunities. In Japan, we've seen good growth of 8% in this large and fragmented market where our circa $1 billion business represents around 2% of the total market. Now that we have largely completed the exit from the retail business in Japan, the focus is on improving operating margins. Operating profit was £25 million (2005: £22 million) on an underlying basis excluding Middle East military. Unallocated Overheads First half unallocated overheads include £4 million of costs in related to the United Nations investigation and £2 million of net restructuring costs. Operating Profit Operating profit from continuing operations including associates was £260 million (2005: £274 million). The reduction of 5.1% principally reflects the impact of scaling back the Middle East military operations which generated operating profit of £1 million (2005: £16 million). On an underlying basis, excluding the Middle East military, Group operating profit for the period was £259 million (2005: £258 million) an increase of 0.4%. Finance Cost Net finance cost for the first half was £76 million (2005: £71 million) including a £7 million non cash credit relating to the impact of interest rate hedging instruments that do not qualify for hedge accounting under IAS 39. We estimate the benefit from the receipt of SSP disposal proceeds in the second half to be approximately £15 million. Ignoring the IAS 39 non cash credit referred to above therefore, we anticipate full year finance costs to be around £145 million. Steps have been taken to eliminate the volatility arising on net investment hedges which arose in 2005. Profit before taxation Profit before taxation for continuing operations was £184 million (2005: £203 million). Taxation The overall Group tax expense for the period was £55 million (2005: £59 million), based on an estimated full year effective tax rate of 30% (2005: 28% before exceptional items). Of the overall Group tax expense, £44 million is overseas tax (2005: £42 million). We expect the Group's effective tax rate to remain around the 30% level for the foreseeable future. Basic earnings per share Basic earnings per share from continuing operations were 5.6 pence (2005: 6.3 pence). Including the results of discontinued operations, total basic earnings per share were 6.5 pence (2005: 7.2 pence). On an underlying basis, basic earnings per share were 5.6 pence (2005: 5.7 pence). Continuing operations -------------------------------------------------------------------------------- Attributable profit Basic earnings per share 2006 2005 2006 2005 £m £m Pence Pence Change -------------------------------------------------------------------------------- Reported 121 136 5.6 6.3 -11.1% Middle East military (1) (13) - (0.6) -------------------------------------------------------------------------------- Underlying 120 123 5.6 5.7 -1.7% -------------------------------------------------------------------------------- Dividends The recommended interim dividend is 3.4 pence per share (2004: 3.3 pence), an increase of 3.0% over 2005. Discontinued Operations As described in note 13 below, the Group announced on 9 April 2006 that it had agreed to sell its travel concession catering business, Select Service Partner, including Creative Host Services in the US. The sale will complete during the second half of the 2006 financial year and will be recognised at that point. During the period, the Group also completed the sale of 90% of its Inflight catering business. Accordingly, the results of these operations have been classified as discontinued. The operating profit for the period from these discontinued operations was £27 million (2005: £26 million). Profit after tax from discontinued operations was £19 million (2005: £19 million). Financial Objectives The SSP sale will deliver a one-time step up in Return on Capital Employed (ROCE) of around 30 basis points, which is in addition to our three-year target of 100 basis points improvement in ROCE between 2006 and 2008. The Group's Free Cash Flow target remains at £800 million - £850 million. Free Cash Flow Free cash flow from the continuing business totalled £80 million (2005: £97 million). The major factors contributing to the period on period reduction were £5 million higher interest payments and £16 million higher tax payments in the period. The cash tax rate in the first half was 27% and we currently expect the rate to remain around the mid to high 20's for the foreseeable future. Acquisitions The acquisition of the remaining 51% interest in Levy Restaurants, not already held, was completed on 18 April 2006 for $250 million (£143 million). This acquisition is not therefore reflected in the 31 March 2006 financial statements and will be recorded in the second half. Andrew Martin, Group Finance Director, said: 'In the UK, I'm satisfied that we are making progress in implementing the actions necessary to create a solid platform for future growth. Trading in North America and the Rest of the World continues to be encouraging. In Continental Europe, as expected, trading conditions remain challenging. We remain on track to deliver on our full year expectations.' Michael J Bailey, Chief Executive, commented: 'This continues to be a case of 'steady as she goes'. Our performance during the first half of 2006 in maintaining high levels of contract retention and making significant new business gains reflects the commitment and dedication of all our teams.' Michael J Bailey Sir Francis H Mackay Chief Executive Chairman NOTES (a) Financial information for the year ended 30 September 2005 and for the six months ended 31 March 2005, set out as comparative figures in this announcement, has been restated from UK Generally Accepted Accounting Principles ('UK GAAP') on the basis of accounting policies set out in 'Adoption of International Financial Reporting Standards 'IFRS': Preliminary restatement of 2005 financial information', a separate document published in the Investor Relations section of the Group website (www.compass- group.com) on 1 March 2006 and which is also available on request. The Annual Report for the year ended 30 September 2005, which was prepared under UK GAAP, has been filed with the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985. The Group will be presenting its 30 September 2006 consolidated financial statements in accordance with applicable International Financial Reporting Standards ('IFRS') which are effective (or available for early adoption) at that date. (b) Forward looking statements This Press Release contains forward looking statements within the meaning of Section 27A of the Securities Act 1933, as amended, and Section 21E of the Securities Exchange Act 1934, as amended. These statements are subject to a number of risks and uncertainties and actual results and events could differ materially from those currently being anticipated as reflected in such forward looking statements. The terms 'expect', 'should be', 'will be', 'is likely to' and similar expressions identify forward looking statements. Factors which may cause future outcomes to differ from those foreseen in forward looking statements include, but are not limited to: general economic conditions and business conditions in Compass Group's markets; exchange rate fluctuations; customers' and clients' acceptance of its products and services; the actions of competitors; and legislative, fiscal and regulatory developments. (c) The timetable for the proposed interim dividend of 3.4p per share is as follows: Ex dividend date: 12 July 2006 Record date: 14 July 2006 Payment date: 7 August 2006 (d) A presentation for analysts and investors will take place at 9:30 am (BST/ London) on Tuesday 16 May 2006 at Merrill Lynch Financial Centre, 2 King Edward Street, London, EC1. The live presentation can also be accessed via both a webcast and dial-in teleconference starting at 9:30 am: • To listen to the live presentation via teleconference, dial (UK) +44 (0) 20 7138 0816. • To view the presentation slides and/or listen to a live audio webcast of the presentation, go to www.compass-group.com or www.cantos.com. • Please note that remote listeners will not be able to ask questions during the Q&A session. A replay recording of the presentation will also be available via teleconference and webcast: • A teleconference replay of the presentation will be available for five working days, until 23 May 2006. To hear the replay, dial (UK) +44 (0)20 7806 1970 or (US) +1 718 354 1112. The replay passcode is 6453370#. Please note that the replay service is available from 14.00pm UK time. • A webcast replay of the presentation will be available for six months, at www.compass-group.com and www.cantos.com. For North American based investors, there will be a question and answer conference call starting at 14:00pm (EDT/New York) • To participate in the live question and answer session via conference call, dial (US) +1 718 354 1171. • A teleconference replay of the call will be available for five working days, until 23 May 2006. To hear the replay, dial (US) +1 718 354 1112. The replay passcode is 5540875#. • The North American investor conference call will also be audio webcast live, and archived for replay, at www.compass-group.com and www.cantos.com. Enquiries: Compass Group PLC 01932 573000 Investors/analysts Andrew Martin Media Paul Kelly Website www.compass-group.com. Compass Group is the world's largest foodservice company with annual revenue of c. £11 billion. Compass Group has some 400,000 employees working in more than 90 countries around the world. For more information visit www.compass-group.com. Appendix NEW CONTRACT GAINS AND RENEWALS Contract Catering Business & Industry • USA - The University of Texas at Austin Hotel and Conference Center awarded Flik a new ten-year contract with annual turnover of £10.7 million. • Germany - Continental AG awarded Eurest a new five-year contract with annual turnover of £2.2 million and renewed its existing contract for a further five years with annual turnover of £3.4 million. • Netherlands - the Ministry of Agriculture (Ministerie LNV) awarded Eurest a new three-year contract with annual turnover £2.9 million. • Italy - Ansaldo Energia awarded Onama a new one-year contract with annual turnover of £2.6 million. Education • USA - Shippensburg University awarded Chartwells Higher Education a new five-year contract with annual turnover of £4.8 million. • Italy - Genova Municipality renewed and extended its contract with Onama for a further three years with annual turnover of £4.2 million. • USA - St. Mary's College of Maryland awarded Bon Appetit a new five-year contract with annual turnover of £2.4 million. • UK - Slough Borough Council renewed its contract with Scolarest for a further three years with annual turnover of £1.0 million. Healthcare • UK - Hammersmith Hospitals NHS Trust extended its contract with Medirest for a further two years with annual turnover of £14.0 million. • USA - Duke University Health System renewed its contract with Crothall for a further two years with annual turnover of £12.2 million. • UK - Skanska Innisfree (PFI) with Sherwood Forest Hospitals NHS Trust and Mansfield District Primary Care Trust awarded Medirest a new six-year contract with annual turnover of £8.3 million. • USA - University of Pennsylvania awarded Crothall a new five-year contract with annual turnover of £6.1 million. Defence, Offshore & Remote Site • Australia - Defence Sydney Central awarded ESS a new five-year contract with annual turnover of £14.4 million. • Norway - Statoil awarded ESS Onshore a new three-year contract with annual turnover of £8.8 million. • UK - British Army (2nd Division) awarded ESS a new seven-year contract with annual turnover of £7.5 million. • Australia - BHPB (Groote Eyland) awarded ESS a new three-year contract with annual turnover of £4.6 million. Sports & Leisure • USA - de Young Museum & Legion of Honor awarded Bon Appetit a new three-year contract with annual turnover of £2.2 million. • USA - Pacific Design Center awarded Wolfgang Puck a new ten-year contract with annual turnover of £2.0 million. • UK - Salisbury Cathedral extended its contract with Milburns for a further five years with annual turnover of £1.7 million. • UK - Beaulieu Enterprises Ltd awarded Leiths a new ten-year contract with annual turnover of £1.0 million. Travel Concessions • Australia - Sydney Airport Terminal 2 renewed its contract with Eurest for a further three years with annual turnover of £2.9 million. Vending • Europe - Shell awarded Selecta a new three-year contract with annual turnover of £2.7 million. INDEPENDENT REVIEW REPORT TO COMPASS GROUP PLC Introduction We have been instructed by Compass Group PLC ('the Company') to review the financial information for the six months ended 31 March 2006 which comprises the consolidated income statement, the consolidated statement of recognised income and expense, the consolidated balance sheet, the consolidated cash flow statement and related notes 1 to 14. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. This report is made solely to the Company in accordance with Bulletin 1999/4 issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the Listing Rules of the Financial Services Authority which require that the accounting policies and presentation applied to the interim figures are consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. International Financial Reporting Standards As disclosed in note 1, the next annual financial statements of the Group will be prepared in accordance with International Financial Reporting Standards as adopted for use in the EU. Accordingly, the interim report has been prepared in accordance with the recognition and measurement criteria of IFRS and the disclosure requirements of the Listing Rules. Review work performed We conducted our review in accordance with the guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of Group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with International Standards on Auditing (UK and Ireland) and therefore provides a lower level of assurance than an audit. Accordingly, we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 31 March 2006. Deloitte & Touche LLP Chartered Accountants London 15 May 2006 CONSOLIDATED INCOME STATEMENT for the six months ended 31 March 2006 Year ended 30 September 2005 -------------------------------------- Six months to 31 March Before 2006 2005 exceptional Exceptional Total Total items items Total unaudited unaudited audited audited audited Notes £m £m £m £m £m Continuing operations: 2 Revenue 5,695 5,142 10,453 - 10,453 Operating costs (5,437) (4,868) (9,919) (153) (10,072) ----------------------------------------------------------- 2,4 Operating profit 258 274 534 (153) 381 Share of profit of associates 2 - - - - Finance income 3 1 4 - 4 3 Finance costs (79) (72) (159) - (159) ----------------------------------------------------------- Profit before tax 184 203 379 (153) 226 5 Income tax expense (55) (59) (106) 3 (103) ----------------------------------------------------------- Profit for the period from continuing operations 129 144 273 (150) 123 Discontinued operations: Profit for the period from discontinued 6 operations 19 19 86 - 86 ----------------------------------------------------------- Profit for the period 148 163 359 (150) 209 ----------------------------------------------------------- Attributable to: Equity holders of the Company 140 155 345 (150) 195 Minority interest 8 8 14 - 14 ---------------------------------------------------------- 148 163 359 (150) 209 ---------------------------------------------------------- Earnings per share From continuing operations: 7 Basic 5.6p 6.3p 5.0p -------------------- ----------- 7 Diluted 5.6p 6.3p 5.0p -------------------- ----------- From continuing and discontinued operations: 7 Basic 6.5p 7.2p 9.0p -------------------- ----------- 7 Diluted 6.5p 7.2p 9.0p -------------------- ----------- CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE for the six months ended 31 March 2006 Year ended 30 September 2006 2005 2005 unaudited unaudited audited Notes £m £m £m Fair value movement on cash flow hedges(net of deferred tax) 3 4 5 Transfer to profit or loss from equity on cash flow hedges (net of deferredtax) (1) - - Currency translation differences - (5) 14 Income tax in translation reserve relating to currency translation - - 2 Actuarial losses on post-retirement employee benefits - - (157) Deferred tax relating to actuarial losses on post-retirement employee benefits - - 35 Deferred income tax on items previously recognised in equity (4) (4) (12) Current income tax on items previously recognised in equity 4 4 10 ------------------------------------- Net income / (expense) recognised in equity 2 (1) (103) Profit for the financial period 148 163 209 ------------------------------------- Total recognised income and expense 8 for the period 150 162 106 ------------------------------------- Attributable to: Equity holders of the Company 141 154 92 Minority interest 9 8 14 ------------------------------------- 150 162 106 ------------------------------------- CONSOLIDATED BALANCE SHEET as at 31 March 2006 31 March 31 March September 2006 2005 2005 unaudited unaudited audited Notes £m £m £m Assets Non-current assets Goodwill 3,434 4,276 4,220 Other intangible assets 167 156 168 Property, plant and equipment 928 1,711 1,657 Interests in associates 50 35 51 Deferred tax assets 200 194 198 Trade and other receivables 137 139 140 Derivative financial instruments 29 30 44 -------------------------------------- 4,945 6,541 6,478 -------------------------------------- Current assets Inventories 241 264 253 Trade and other receivables 1,544 1,620 1,574 Overseas tax recoverable 4 10 9 Derivative financial instruments 6 3 2 Cash and cash equivalents 231 242 281 -------------------------------------- 2,026 2,139 2,119 -------------------------------------- Assets held in disposal groups held for sale 6 1,663 - - -------------------------------------- Total assets 8,634 8,680 8,597 -------------------------------------- Liabilities Current liabilities Short-term borrowings 218 162 150 Derivative financial instruments 7 18 20 Current tax liabilities 309 363 334 Trade payables and other payables 2,196 2,256 2,437 Provisions 10 10 10 -------------------------------------- 2,740 2,809 2,951 -------------------------------------- Non-current liabilities Long-term borrowings 2,536 2,688 2,580 Derivative financial instruments 7 10 2 Post-employment benefit obligations 553 433 555 Provisions 143 133 143 Deferred tax liabilities 18 17 17 Other liabilities 100 207 71 -------------------------------------- 3,357 3,488 3,368 -------------------------------------- Liabilities included in disposal groups held for sale 6 235 - - -------------------------------------- Total liabilities 6,332 6,297 6,319 -------------------------------------- Net assets 2,302 2,383 2,278 -------------------------------------- Equity Share capital 216 216 216 Share premium account 94 93 94 Capital redemption reserve 9 9 9 Less: own shares (1) (1) (1) Other reserves 4,161 4,091 4,137 Retained earnings (2,204) (2,050) (2,204) -------------------------------------- Total equity shareholders' funds 2,275 2,358 2,251 Minority interests 27 25 27 -------------------------------------- Total equity 8 2,302 2,383 2,278 -------------------------------------- CONSOLIDATED CASH FLOW STATEMENT for the six months ended 31 March 2006 Year ended 31 March 31 March 30 September 2006 2005 2005 unaudited unaudited audited £m £m £m Cash generated from operations 345 346 751 Interest paid (87) (78) (161) Interest element of finance lease rentals (1) (2) (3) Tax received 5 13 23 Tax paid (54) (46) (93) ------------------------------------ Net cash from operating activities for continuing operations 208 233 517 Net cash from operating activities for discontinued operations 33 22 131 ------------------------------------ Net cash from operating activities 241 255 648 ------------------------------------ Cash flow from investing activities Purchase of subsidiary companies and investments in associated undertakings (31) (98) (121) Proceeds from sale of subsidiary companies and associated undertakings 31 - 75 Purchase of property, plant and equipment (128) (140) (253) Proceeds from sale of property, plant and equipment 13 11 36 Purchase of intangible assets (13) (4) (20) Dividends received from associated undertakings 1 2 4 Interest received 4 1 4 ------------------------------------ Net cash used in investing activities by continuing operations (123) (228) (275) Net cash used in investing activities by discontinued operations (35) (36) (61) ------------------------------------ Net cash used in investing activities (158) (264) (336) ------------------------------------ Cash flow from financing activities Proceeds from issue of ordinary share capital - - 1 Net increase / (decrease) in borrowings 16 172 (32) Repayment of obligations under finance leases (8) (11) (16) Equity dividends paid (140) (134) (205) Dividends paid to minority interests (5) (6) (16) ------------------------------------ Net cash used in financing activities - continuing operations (137) 21 (268) ------------------------------------ Net (decrease) / increase in cash and cash equivalents (54) 12 44 Cash and cash equivalents at beginning of the period 281 233 233 Exchange gains and losses on cash and cash equivalents 4 (3) 4 ------------------------------------ Cash and cash equivalents at end of the period 231 242 281 ------------------------------------ RECONCILIATION OF FREE CASH FLOW - continuing operations Net cash from operating activities for continuing operations 208 233 517 Purchase of property, plant and equipment (128) (140) (253) Proceeds from sale of property, plant and equipment 13 11 36 Purchase of intangible assets (13) (4) (20) Dividends received from associated undertakings 1 2 4 Interest received 4 1 4 Dividends paid to minority interests (5) (6) (16) ------------------------------------ Free cash flow - continuing operations 80 97 272 ------------------------------------ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the six months ended 31 March 2006 1. Basis of preparation The accounting policies and methods of computation used in the preparation of the interim financial information are the same as those set out in 'Adoption of International Financial Reporting Standards 'IFRS': Preliminary restatement of 2005 financial information', a separate document published in the Investor Relations section of the Group website (www.compass-group.com) on 1 March 2006 and which is also available on request. Financial information for the year ended 30 September 2005 and for the six months ended 31 March 2005, presented as comparative figures in this report, has been restated from UK Generally Accepted Accounting Principles ('UK GAAP') on the basis of these accounting policies. Further disclosures concerning the impact of IFRS on the financial statements of the Group can also be found in that document including the reconciliations required by IFRS 1 'First time adoption of International Financial Reporting Standards'. In accordance with the requirements of IFRS 5 'Non-current assets held for sale and discontinued operations', the IFRS consolidated income statements and consolidated cash flow statements for 2005 previously presented have been amended to reflect the classification of certain operations as discontinued, as shown in note 6. The unaudited interim financial statements for the six months ended 31 March 2006, which were approved by the Board of directors on 15 May 2006, do not comprise statutory accounts for the purpose of Section 240 of the Companies Act 1985. The Annual Report for the year ended 30 September 2005, which was prepared under UK GAAP, contained an unqualified audit report and has been filed with the Registrar of Companies. The Group will be presenting its 30 September 2006 consolidated financial statements in accordance with applicable International Financial Reporting Standards ('IFRS') which are effective (or available for early adoption) at that date. 2. Segmental reporting North America United Kingdom Continental Rest of Middle East Eliminations Total Europe the World military £m £m £m £m £m £m £m Revenue Six months ended 31 March 2006 External revenue 2,283 1,006 1,518 857 31 - 5,695 Inter-segment revenue - 3 8 8 - (19) - -------------------------------------------------------------------------------------------------- Total revenue 2,283 1,009 1,526 865 31 (19) 5,695 -------------------------------------------------------------------------------------------------- Six months ended 31 March 2005 External revenue 1,881 984 1,490 684 103 - 5,142 Inter-segment revenue - - 12 1 - (13) - -------------------------------------------------------------------------------------------------- Total revenue 1,881 984 1,502 685 103 (13) 5,142 -------------------------------------------------------------------------------------------------- Year ended 30 September 2005 External revenue 3,869 1,999 2,910 1,500 175 - 10,453 Inter-segment revenue - - 26 5 - (31) - -------------------------------------------------------------------------------------------------- Total revenue 3,869 1,999 2,936 1,505 175 (31) 10,453 -------------------------------------------------------------------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the six months ended 31 March 2006 2. Segmental reporting (continued) North America United Kingdom Continental Rest of Middle East Unallocated Total Europe the World military corporate expenses £m £m £m £m £m £m £m Operating profit Six months ended 31 March 2006 Operating profit 125 56 92 25 1 (41) 258 Share of profit of associates 1 1 - - - - 2 ------------------------------------------------------------------------------------------------- Segment result 126 57 92 25 1 (41) 260 ------------------------------------------------------------------------------------------------- Six months ended 31 March 2005 Operating profit 108 61 100 22 16 (33) 274 Share of profit of associates - - - - - - - ------------------------------------------------------------------------------------------------- Segment result 108 61 100 22 16 (33) 274 ------------------------------------------------------------------------------------------------- Year ended 30 September 2005 Operating profit before exceptional items 218 117 170 53 34 (58) 53 Exceptional items 2 (1) (107) - (45) (2) (153) ------------------------------------------------------------------------------------------------- Operating profit after exceptional items 220 116 63 53 (11) (60) 381 Share of profit of associates - - - - - - - ------------------------------------------------------------------------------------------------- Segment result 220 116 63 53 (11) (60) 381 ------------------------------------------------------------------------------------------------- 3. Finance costs 2006 2005 Year ended 30 September 2005 £m £m £m Loans and overdrafts 76 69 133 Finance lease interest 1 1 3 -------------------------------- 77 70 136 Unrealised net gains on financial instruments (7) (1) (1) Unwinding of discount on put options 3 3 6 Interest on pension scheme liabilities net of expected return on scheme assets 6 7 14 Translation (gains) / losses on foreign currency - (7) 4 -------------------------------- borrowings 79 72 159 -------------------------------- 4. Exceptional items Exceptional items are disclosed and described separately in the interim financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are material items of income or expense that have been shown separately due to their nature or amount. 2006 2005 Year ended 30 September 2005 £m £m £m Middle East military - - 45 Impairment of goodwill - Italy - - 107 Loss on disposal of businesses - - 1 --------------------------------- - - 153 --------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the six months ended 31 March 2006 4. Exceptional items (continued) The Group is reducing the scale of its military catering operations in the Middle East. In the year ended 30 September 2005, related asset write-offs and provisions resulted in an exceptional charge of £45 million. In addition, the goodwill arising on the acquisition of Onama in Italy was impaired following a review of the profitability of the business. In 2005, the Group also disposed of 75% of Au Bon Pain in North America and the Gatwick Meridien hotel in the UK and paid further costs relating to previous disposals resulting in a net loss of £1 million. 5. Tax The tax charge for the period is based on an estimated full year effective tax rate of 30.0% (last full year 28.1% before exceptional items). Year ended 30 September 2005 --------------------------------- Before Exceptional Total 2006 2005 exceptional items items £m £m £m £m £m Tax on continuing operations UK tax 11 17 31 (2) 29 Overseas tax 44 42 75 (1) 74 -------------------------------------------------- Total 55 59 106 (3) 103 -------------------------------------------------- 6. Discontinued operations Following the decision to focus on its core contract catering business the Group entered into an agreement to dispose of its Inflight catering operations, which operated principally in Continental Europe. The disposal was completed on 19 December 2005, on which date control of the business passed to the acquirer. Accordingly, the results of these operations have been classified as discontinued. The gain / loss on disposal after tax amounted to £ nil. As described in note 13 below, the Group announced on 9 April 2006 that it had agreed to sell its travel concession catering business, Select Service Partner, including Creative Host Services in the US (together, 'SSP'). The sale will complete during the second half of the 2006 financial year and will be recognised at that point. Accordingly, the results of these operations have also been classified as discontinued. 2006 2005 Year ended 30 September 2005 £m £m £m External revenue 897 901 1,941 -------------------------------- Profit before tax from discontinued operations 27 26 120 Tax on profit from discontinued operations (8) (7) (34) -------------------------------- Profit after tax from discontinued operations 19 19 86 -------------------------------- The major classes of assets and liabilities of SSP classified as held for sale on 31 March 2006 are as follows: 2006 2005 Year ended 30 September 2005 £m £m £m Goodwill 813 - - Property plant and equipment 745 - - Inventories 27 - - Trade and other receivables 56 - - Other assets 22 - - -------------------------------- Assets classified as held for sale 1,663 - - -------------------------------- Trade and other payables 199 - - Other liabilities 36 - - -------------------------------- Liabilities classified as held for sale 235 - - -------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the six months ended 31 March 2006 7. Earnings per share The calculation of earnings per share is based on earnings after tax and the weighted average number of shares in issue during the period. The adjusted earnings per share figures have been calculated based on earnings excluding the effect of exceptional items and discontinued activities; these are disclosed to show the underlying trading performance of the Group. 2006 2005 Year ended 30 September 2005 £m £m £m Profit for the period attributable to equity holders of the Company 140 155 195 less: profit for the period from discontinued operations (19) (19) (86) ------------------------------------- Attributable profit for the period from continuing operations 121 136 109 ------------------------------------- Exceptional items net of tax - - 150 ------------------------------------- Attributable profit for the period before exceptional items from continuing operations 121 136 259 ------------------------------------- Millions of Millions of Millions of ordinary shares ordinary shares ordinary shares of 10p each of 10p each of 10p each Average number of shares for basic earnings per share 2,156 2,155 2,156 Dilutive share options 2 1 2 -------------------------------------------------- Average number of shares for diluted earnings per share 2,158 2,156 2,158 -------------------------------------------------- Basic earnings per share pence pence pence From continuing and discontinued operations 6.5 7.2 9.0 less: from discontinued operations (0.9) (0.9) (4.0) --------------------------------------------------- From continuing operations 5.6 6.3 5.0 Effect of exceptional items (net of tax) - - 7.0 -------------------------------------------------- From continuing operations before exceptional items 5.6 6.3 12.0 -------------------------------------------------- Diluted earnings per share From continuing and discontinued operations 6.5 7.2 9.0 less: from discontinued operations (0.9) (0.9) (4.0) --------------------------------------------------- From continuing operations 5.6 6.3 5.0 Effect of exceptional items (net of tax) - - 7.0 -------------------------------------------------- From continuing operations before exceptional items 5.6 6.3 12.0 -------------------------------------------------- 8. Reconciliation of movements in total shareholders' equity 2006 2005 Year ended 30 September 2005 £m £m £m Opening total shareholders' equity 2,278 2,269 2,269 Total recognised income and expense 150 162 106 Dividends paid (Note 9) (140) (134) (205) Issue of shares - - 1 Other movements in total shareholders' equity 14 86 107 ----------------------------------------- Closing total shareholders' equity 2,302 2,383 2,278 ----------------------------------------- NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the six months ended 31 March 2006 9. Dividends The interim dividend of 3.4p per share (2005: 3.3p per share) will be payable on 7 August 2006 to shareholders on the register at the close of business on 14 July 2006. The dividend was approved by the Board after the balance sheet date, and has thus not been reflected as a liability in these interim financial statements. The dividends paid in the periods presented were as follows: 2006 2005 Year ended 30 September 2005 £m £m £m Dividends on ordinary shares of 10p each Final 2004 - 6.2p per share paid 14 March 2005 - 134 134 Interim 2005 - 3.3p per share paid 15 August 2005 - - 71 Final 2005 - 6.5p per share paid 6 March 2006 140 - - ------------------------------------- 140 134 205 ------------------------------------- 10. Reconciliation of operating profit to cash generated by operations 2006 2005 Year ended 30 September 2005 £m £m £m Operating profit from continuing operations 258 274 381 Adjustments for: Exceptional items - - 153 Depreciation of property, plant and equipment 102 102 220 Amortisation of intangible assets 15 10 21 Loss / (gain) on disposal of property, plant and equipment 1 - (7) Decrease in provisions (3) (3) (25) Other non-cash items (net) 15 22 45 ------------------------------------- Operating cash flows before movement in working capital 388 405 788 Increase in inventories (10) (8) (6) Increase in receivables (42) (161) (112) Increase in payables 9 110 81 ------------------------------------- Cash generated by operations 345 346 751 ------------------------------------- 11. Reconciliation of net cash flow to movement in net debt 2006 2005 Year ended 30 September 2005 £m £m £m Net (decrease) / increase in cash and cash equivalents (54) 12 44 Cash (inflow) / outflow from changes in debt and lease financing (8) (161) 48 Valuation movements and other non-cash changes 16 24 32 Changes in finance leases (6) (8) (12) Foreign exchange movements (25) 41 (26) ---------------------------------------- (Increase) / decrease in net debt during the period (77) (92) 86 Opening net debt (2,425) (2,511) (2,511) ---------------------------------------- Closing net debt (2,502) (2,603) (2,425) ---------------------------------------- The table above is presented as additional information to show movement in net debt, defined as overdrafts, bank and other borrowings and finance leases, net of cash and cash equivalents. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the six months ended 31 March 2006 12. Contingent liabilities On 21 October 2005 the Group announced that it had instructed Freshfields Bruckhaus Deringer to conduct an investigation into the relationships between Eurest Support Services ('ESS') (a member of the Group), IHC Services Inc. ('IHC') and the United Nations. Ernst & Young assisted Freshfields Bruckhaus Deringer in this investigation. On 1 February 2006 it was announced that the investigation had concluded. The investigation established serious irregularities in connection with contracts awarded to ESS by the UN. The work undertaken by Freshfields Bruckhaus Deringer and Ernst & Young gave no reason to believe that these issues extended beyond a few individuals within ESS to other parts of ESS or the wider Group. IHC's relationship with the UN and ESS is part of wider and on-going investigations into the UN procurement activity being conducted by the United States Attorney's Office for the Southern District of New York, the United States Congress and the UN itself, and with which the Group is co-operating fully. In addition, lawsuits have been filed in connection with the matters covered by this investigation in the United States District Court, Southern District of New York, by two competitors of the Group, ES-KO International Inc ('ES-KO') and Supreme Foodservice AG ('Supreme'), on 28 March 2006 and 6 March 2006 respectively. The ES-KO complaint lists the Group as one of 14 named and various unnamed defendants and in it, ES-KO claims lost profits of $123m, plus exemplary and punitive damages. The Supreme lawsuit lists the Group as one of 13 named defendants and makes similar allegations against the Group. The total claimed by Supreme (including exemplary and punitive damages) is stated to be in an amount 'exceeding $125 million'. The total amounts claimed in both lawsuits bear no relation to the value of the UN contracts awarded to ESS. Both sets of proceedings are in their very early stages and will be resolutely defended. No provision has been made in these accounts in respect of these matters and it is not currently possible to quantify any potential liability which may arise. The directors currently have no reason to believe that any potential liability that may arise would be material to the financial position of the Group. 13. Events after the balance sheet date Following the decision to focus on its core contract catering business, the Company announced on 9 April that it had agreed to sell its travel concession catering business, Select Service Partner, including Creative Host Services in the US (together, 'SSP'). The transaction has been structured as a combined sale of Moto, the UK motorway services business, to a consortium lead by Macquarie bank and the remainder of the SSP business to companies controlled by EQT for an aggregate consideration of £1,822 million on a debt and cash free basis, subject to certain closing adjustments. The Company announced on 23 January 2006 that a put option requiring the Group to purchase the remaining 51% interest in Levy Restaurants for a consideration of $250 million in cash, had been exercised. The completion of this acquisition took place on 18 April 2006. 14. Exchange rates Exchange rates for major currencies used during the period were: Translation rate for Closing rate as six months ended at 31 March 31 March 2006 2006 Australian Dollar 2.36 2.43 Canadian Dollar 2.03 2.02 Danish Krone 10.91 10.70 Euro 1.46 1.43 Japanese Yen 204.55 204.66 Norwegian Krone 11.62 11.38 Swedish Krona 13.76 13.52 Swiss Franc 2.28 2.27 US Dollar 1.75 1.73 This information is provided by RNS The company news service from the London Stock Exchange
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