Whitbread PLC
3 December 2001
SWALLOW GROUP LIMITED
Unaudited results for the six months to 1 September 2001
This interim announcement has been prepared for the benefit of preference
shareholders and debenture holders of Swallow Group Limited, whose shares and
stock are listed on the London Stock Exchange.
The group has been a wholly owned subsidiary of Whitbread Group PLC throughout
the period.
The group's operating profit of continuing businesses before exceptional
items, but including the joint venture, for the six months to 1 September 2001
was £27.3m compared to £20.7m. The directors do not propose to pay a dividend
on the ordinary shares.
The group has benefitted from a number of changes actioned by the Whitbread
group last year that have impacted on the results this year. These include the
transfer of the ownership of Country Club Hotels Limited from Whitbread to the
Swallow group on 2 September 2000. In addition the group acquired the assets
and businesses of Whitbread (GC) Limited and Lawnpark Limited, which is most
of the Courtyard Marriott businesses owned by Whitbread on 3 March 2001. The
group has also benefitted from the Grantham Marriott business acquired as
Swingbridge Limited on 16 November 2000.
The group has implemented FRS 19, Deferred Tax, during the period. The impact
is described in note 1 to the accounts.
During the period, the group acquired the remaining 50% ownership of the joint
venture operating the Liverpool City Centre Marriott.
29 November 2001
Swallow Group Limited
Whitbread House
Park Street West
Luton
LU1 3BG
Group Profit and Loss Account
Six months to
1 September
2001
6 months to 6 months to Year ended
1.9.2001 2.9.2000 3.3.2001
Notes £m (restated) (restated)
£m £m
Turnover
- Continuing 112.9 76.4 177.2
operations
- Acquisitions 1.1 - -
- Discontinued - 15.1 15.1
operations
------------------ ------------------ ------------------
Group and 114.0 91.5 192.3
share of joint
ventures
Less share of
joint (0.8) (1.2) (2.6)
ventures'
turnover
------------------ ------------------ ------------------
Group turnover 113.2 90.3 189.7
========== ========== ==========
Group
operating
profit
- Continuing 27.1 20.6 46.8
operations
Less
exceptional
costs
Reorganisation - (4.0) -
costs
Exceptional - (4.3) -
bad debts
- Acquisitions 0.3 - -
- Discontinued - 3.0 3.0
operations
------------------ ------------------ ------------------
27.4 15.3 49.8
Share of
operating
profit in:
- Joint 0.2 0.1 0.5
ventures
------------------ ------------------ ------------------
Operating 27.6 15.4 50.3
profit of the
group, joint
ventures and
associates
Non-operating
items
Net profit/
(loss) on - 0.2 9.0
disposal of
fixed assets
Net profit on
the disposal 20.0 22.5
of a business -
Fundamental - - (6.1)
reorganisation
costs
Provision for
loss on the - (12.0) -
disposal of
business sold
in previous
years
---------------- ----------------- ------------------
Profit before 27.6 23.6 75.7
interest
Interest 2 (6.2) (6.1) (12.0)
---------------- ----------------- ------------------
Profit before 21.4 17.5 63.9
taxation
Taxation 3 (7.1) (7.8) (14.7)
----------------- ------------------ ------------------
Profit after 14.3 9.7 49.0
taxation
Preference (0.1) (0.1) (0.1)
dividend
------------------ ------------------- -------------------
Retained 14.2 9.6 48.9
profit for the
year
========== ========== ==========
Earnings per share (pence) 4
Basic 9.49 6.42 32.69
Adjusted basic 10.36 7.15 15.38
Statement of total recognised gains and losses
Six months to 1 September 2001
6 months 6 months 2000/1
to 1.9.2001 to 2.9.2000 (restated)
£m (restated) £m
£m
Profit earned for ordinary shareholders
Group excluding joint ventures and 14.0 9.5 48.5
associates
Joint ventures 0.2 0.1 0.4
------------ ------------ ------------
Group including joint ventures and 14.2 9.6 48.9
associates
Prior year adjustments arising from the
implementation of FRS 19 (14.5) - -
Adjust comparative periods for the
implementation of FRS 15 - (1.2) -
------------ ------------ ------------
Total gains and losses recognised since
previous year end (0.3) 8.4 48.9
====== ====== ======
Movements in shareholders' funds
1.9.2001 2.9.2000 3.3.2001
£m (restated) (restated)
£m £m
Movements in shareholders' funds
Opening equity shareholders' funds - as
reported 519.3 464.9 464.9
Prior year adjustment on the
implementation of FRS 19 (14.5) (9.0) (9.0)
Adjust comparative periods for the
implementation of FRS 15 - (1.2) -
------------ ------------ ------------
Opening equity shareholders' funds - 504.8 457.6 455.9
restated
Profit earned for ordinary shareholders 14.2 9.6 48.9
------------ ------------ ------------
Closing equity shareholders' funds 519.0 464.3 504.8
====== ====== ======
Cash flow statement
Six months to 1 September 2001 Notes 6 months to 6 months to 2000/1
1.9.2001 2.9.2000 £m
£m £m
Cash flow from operating 5
activities 56.3 (71.7) 89.8
Returns on investments and
servicing of finance
Interest received - 0.1 0.1
Interest paid (6.2) (6.3) (12.1)
Preference dividends paid (0.1) (0.1) (0.1)
------------ ------------ ------------
Net cash outflow from returns on
investments and servicing of
finance
(6.3) (6.3) (12.1)
Taxation
UK Corporation Tax paid - (1.6) (1.8)
Capital expenditure and financial
investment
Property and plant purchased (19.0) (9.9) (40.1)
Property and plant sold - 6.6 12.2
------------ ------------ ------------
Net cash outflow from capital
expenditure and financial
investment
(19.0) (3.3) (27.9)
Acquisitions and disposals
New businesses acquired 6 (7.3) - (106.3)
Businesses sold - 111.1 113.6
----------- ------------ ------------
Net cash inflow / (outflow) from
acquisitions and disposals (7.3) 111.1 7.3
------------ ------------ ------------
Net cash inflow before use of
liquid resources and financing 23.7 28.2 55.3
Management of liquid resources
Financing
Loan capital repaid 7 - (6.2) (6.3)
------------ ------------ ------------
Net cash outflow from financing - (6.2) (6.3)
------------ ------------ ------------
Increase in cash 7 23.7 22.0 49.0
====== ====== ======
Balance Sheet
1 September 2001 Notes 1.9.2001 2.9.2000 3.3.2001
£m (restated) (restated)
£m £m
Fixed assets
Intangible assets (17.5) - (17.9)
Tangible assets 690.6 482.6 663.8
Investments
- In joint ventures
- Share of gross assets - 5.8 6.4
- Share of gross liabilities - (2.9) (3.1)
------------ ------------ ------------
- 2.9 3.3
------------ ------------ ------------
673.1 485.5 649.2
------------ ------------ ------------
Current assets and liabilities
Stocks 1.7 0.9 1.6
Debtors 41.7 124.2 36.7
Cash at bank and in hand 85.0 34.4 61.1
------------ ------------ ------------
128.4 159.5 99.4
Creditors - amounts falling due
within one year (135.3) (32.5) (98.9)
------------ ------------ ------------
Net current assets / (liabilities) (6.9) 127.0 0.5
------------ ------------ ------------
Total assets less current
liabilities 666.2 612.5 649.7
Creditors - amounts falling due
after more than one year
Loan capital (118.7) (115.0) (118.7)
Provisions for liabilities and
charges (25.4) (30.1) (23.1)
------------ ------------ ------------
522.1 467.4 507.9
====== ====== ======
Capital and reserves
Called up share capital 18.1 18.1 18.1
Share premium account 126.2 126.2 126.2
Revaluation reserve 38.1 92.2 38.1
Other reserves - non-distributable 0.2 0.3 0.2
Profit and loss account 339.5 230.6 325.3
------------ ------------ ------------
Shareholders' funds
Equity shareholders funds 519.0 464.3 504.8
Non-equity shareholders funds 3.1 3.1 3.1
------------ ------------ ------------
522.1 467.4 507.9
====== ====== ======
Notes to the accounts
1. Basis of preparation of accounts
These interim accounts were approved by the Board on 29 November 2001. They
have been prepared on the basis of the accounting policies set out in the 2000
/1 accounts, except in respect of Deferred Tax as set out below. The tax
charge on profit before exceptional items for the interim period has been
calculated by applying the forecast effective tax rate for the full year.
The balance sheet as at 3 March 2001 and the profit and loss account and cash
flow statement for the year ended on that date are extracts from the statutory
accounts which have been delivered to the Registrar of Companies. The
auditors' report on the statutory accounts was unqualified and did not contain
a statement under section 237 of the Companies Act 1985.
FRS 19 (Deferred Tax) has been adopted in the current period. The comparative
amounts have been restated to comply with the new standard. The effect on the
profit and loss account is to increase the taxation charge for the Group by £
2.3m (2000 - £2.0m, 2000/1 - £5.3m). The balance sheet effect is to increase
provisions by £25.4m (2000 - £11.0m, 2000/1 - £23.1m) and to decrease the
negative goodwill by £8.3m (2000 - £nil, 2000/1 - £8.6m). Provisions for
deferred tax have not been calculated on a discounted basis.
2. Interest
6 months 6 months 2000/1
to 1.9.2001 to 2.9.2000 £m
£m £m
Interest payable 6.2 6.1 12.1
Interest receivable - - (0.2)
------------ ------------ ------------
6.2 6.1 11.9
Net interest payable by:
Joint ventures - - 0.1
------------ ------------ ------------
6.2 6.1 12.0
====== ====== ======
3. Taxation
6 months 2000/1
6 months to 2.9.2000 (restated)
to 1.9.2001 (restated) £m
£m £m
Current taxation on profits for the
period before exceptional items
UK Corporation Tax 4.8 4.8 9.6
Adjustments to earlier periods
UK Corporation Tax - - (0.2)
------------ ------------ ------------
4.8 4.8 9.4
Current tax on non-operating exceptional
items
Group - 1.0 -
Deferred tax
Timing differences 2.3 2.0 5.3
------------ ------------ ------------
7.1 7.8 14.7
====== ====== ======
4. Earnings per share
Basic earnings per share is calculated by dividing earnings for ordinary
shareholders of £14.2m (2000 - £9.6m, 2000/1 - £48.9m) by the weighted average
number of ordinary shares in issue during the period, 149,570,000, (2000 -
149,570,000, 2000/1 - £149,570,000). Diluted earnings per share are not shown
separately, as there is no dilutive effect. Adjusted basic earnings per share
is calculated as follows:
Earnings (£m)
6 months
6 months to 2.9.2000 2000/1
to 1.9.2001 (restated) (restated)
Earnings and basic earnings per share
14.2 9.6 48.9
Earnings and basic earnings per share
attributable to:
Net goodwill amortisation 1.3 - (0.5)
Exceptional items, net of tax
- 1.1 (25.4)
------------ ------------ ------------
Adjusted earnings and basic earnings per
share 15.5 10.7 23.0
====== ====== ======
Earnings per share (p)
6 months 6 months 2000/1
to 1.9.2001 to 2.9.2000 (restated)
(restated)
Earnings and basic earnings per share
9.49 6.42 32.69
Earnings and basic earnings per share
attributable to:
Net goodwill amortisation 0.87 - (0.33)
Exceptional items, net of tax
- 0.73 (16.98)
------------ ------------ ------------
Adjusted earnings and basic earnings per
share 10.36 7.15 15.38
====== ====== ======
Earnings includes a number of exceptional items. In order to demonstrate the
effect of these, together with the impact of goodwill amortisation, an
adjusted earnings per share figure is also presented.
5. Net cash inflow from operating activities
6 months to 2000/1
6 months to 2.9.2000 (restated)
1.9.2001 (restated) £m
£m £m
Group operating profit 27.4 15.3 49.8
Depreciation/amortisation 8.7 4.5 11.7
Payments against provisions - (3.4) -
Other non-cash items - 8.3 (6.0)
(Increase) / decrease in stocks (0.1) 0.1 0.2
Increase in amount due from parent - (90.7) -
company
Increase in debtors (4.1) (3.5) 22.3
Increase in creditors 24.4 (2.3) 11.8
------------ ------------ ------------
Cash inflow/(outflow) from operating 56.3 (71.7) 89.8
activities
====== ====== ======
6. Acquisitions
Cash outflow in respect of new 6 months 6 months 2000/1
to 1.9.2001 to 2.9.2000 £m
£m £m
Cost of acquisitions 9.7 - 106.5
Loan notes raised to fund acquisitions
(2.4) - -
Cash and overdrafts of businesses
acquired - - (0.2)
------------ ------------ ------------
Cash outflow 7.3 - 106.3
====== ====== ======
7. Reconciliation of net cash flow to movement in net debt
6 months 6 months 2000/1
to 1.9.2001 to 2.9.2000 £m
£m £m
Increase in cash in the period 23.7 22.0 49.0
Cash inflow from movement in loan - 6.2 6.3
capital
------------ ------------ ------------
Changes in net debt resulting from cash 23.7 28.2 55.3
flows
Loan capital acquired with acquisitions (3.4) - (4.0)
Loan capital issued in connection with
acquisitions (2.4) - -
------------ ------------ ------------
Movement in net debt in the period 17.9 28.8 51.3
Opening net debt (58.7) (110.0) (110.0)
------------ ------------ ------------
Closing net debt (40.8) (81.8) (58.7)
====== ====== ======
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