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.
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