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<strong>Spotless</strong> <strong>Group</strong> <strong>Limited</strong><br />

ABN 77 004 376 514<br />

Review of Operations<br />

31 December 2011<br />

Contents<br />

Page<br />

Key Financials 2<br />

Review of Operations 4<br />

IMPORTANT NOTE:<br />

All comparisons are to the previous corresponding period being 31 December 2010, unless otherwise indicated. Some<br />

comparative information has been restated to improve the presentation of the data in this report.<br />

SPOTLESS GROUP LIMITED HY2012 Page 1 of 8<br />

Review of Operations


KEY FINANCIALS<br />

Summary <strong>Group</strong> Income Statement<br />

Summary Income Statement<br />

A$ million unless otherwise specified 1H12 1H11 Change<br />

Revenue 1,419.4 1,351.0 5.1%<br />

Revenue (excluding pass-through revenue) 1,346.2 1,283.6 4.9%<br />

<strong>Group</strong> EBITDA (prior to transaction costs) 1 80.3 75.3 6.6%<br />

<strong>Group</strong> EBITDA 78.4 74.8 4.8%<br />

Depreciation and amortisation (39.8) (36.8) (8.2)%<br />

EBIT - Facility Services 48.7 45.4 7.3%<br />

EBIT - International Services (0.5) (2.4) 79.2%<br />

EBIT - Braiform (2.3) 1.0


Summary Divisional Income Statement<br />

Functional Functional<br />

Divisional Results<br />

Currency Currency<br />

A$ million 1H12 1H11 Change 1H12 1H11 Change<br />

Revenue<br />

Cleaning Services 192.6 208.3 (7.5)%<br />

Food Services 309.0 296.5 4.2%<br />

Laundry Services 132.4 123.1 7.6%<br />

Managed Services 1 584.4 512.3 14.1%<br />

Revenue - Facility Services 1,218.4 1,140.2 6.9%<br />

International Services 34.7 29.9 16.1% GBP 22.4 18.2 23.1%<br />

Braiform 2 92.9 113.3 (18.0)% USD 95.1 108.1 (12.0)%<br />

Corporate Administration 0.2 0.2 0.0%<br />

Revenue - <strong>Group</strong> 1 1,346.2 1,283.6 4.9%<br />

EBIT<br />

Cleaning Services 4.6 6.0 (23.3)%<br />

Food Services 12.6 10.8 16.7%<br />

Laundry Services 12.6 12.4 1.6%<br />

Managed Services 18.9 16.2 16.7%<br />

EBIT - Facility Services 48.7 45.4 7.3%<br />

International Services (0.5) (2.4) 79.2% GBP (0.3) (1.5) 80.0%<br />

Braiform (2.3) 1.0


REVIEW OF OPERATIONS<br />

For the Half Year ended 31 December 2011<br />

<strong>Spotless</strong> <strong>Group</strong> Results<br />

Prior to pass-through revenue, <strong>Group</strong> revenue rose 4.9% to $1,346.2 million. EBIT prior to transaction<br />

costs rose 5.2% to $40.5 million. Transaction costs of $1.9 million were incurred during the half year<br />

($0.5 million in the pcp). These relate primarily to private equity engagement costs. NPAT prior to<br />

transaction costs rose 0.6% to $17.8 million. EPS prior to transaction costs declined 1.5% to 6.7 cents per<br />

share.<br />

Cleaning Services<br />

Cleaning Services provides commercial and specialised cleaning services to a wide range of critical sectors<br />

including hospitals, schools, airport and shopping centres, as well as sports stadia and major events.<br />

Revenue declined 7.5% to $192.6 million after a high level of organic growth in the prior period of 29.2%.<br />

The decrease was driven by the loss of the NSW Schools contract from the prior year and a continuing<br />

trend by existing customers to decrease the scope and specifications within their outsourced cleaning. This<br />

loss of revenue was offset slightly by higher activity levels in the Queensland contracts in particular.<br />

EBIT declined by 23.3% to $4.6 million, driven by the NSW Schools contract loss and lower margins from<br />

existing contracts, reflecting a continuing trend of tough business conditions flowing through into client<br />

activity and cost pressures.<br />

Cleaning employees are covered by a number of industrial instruments, including the Cleaning Services<br />

Modern Award and Clean Start CBD. During the reporting period a number of wage increases occurred<br />

resulting in wage costs rising ahead of contract pricing, with price increases being pursued to offset.<br />

Cleaning Services will be the first division to be migrated onto the new business and IT platform in 2H12.<br />

Food Services<br />

Food Services offers food services to a diverse range of customers, including sports stadia, function<br />

centres, airports and business and educational institutions. It operates in two business units across<br />

Australia and New Zealand. Alliance Catering includes approximately 400 contracts across business and<br />

industry, education and aged care sectors. Hospitality and Retail Catering (HRC) includes approximately<br />

55 contracts in sports stadia, function centres, major events and airport and transport hubs.<br />

Food Services revenue increased 4.2% on pcp to $309.0 million.<br />

Alliance Catering had strong growth from contract gains in the business and industry sector flowing from<br />

2H11, with major further new contracts including Ernst and Young, Virgin Australia Lounges, and Rio Tinto<br />

Brisbane in 1H12. In a climate of cost containment, many leading national corporate offices are<br />

outsourcing, and Alliance is uniquely placed to service these across Australia and New Zealand by virtue of<br />

its comprehensive network. There is a solid pipeline of further national contract opportunities. New contract<br />

wins in the education sector included Auckland University and University of Sydney Women’s College.<br />

Contract renewal activity continues to be high and 47 contracts were re-signed during the period.<br />

HRC revenue performance was mixed, with successful major international event activity (Rugby World<br />

Cup, Presidents Cup, and CHOGM) being offset by a lower level of December stadium activity relative to<br />

pcp, as well as major concert tours in several stadia. Whilst the number of airport retail outlets expanded<br />

by 6 to 88 outlets during the period, there was softness in customer levels in some airports relating to the<br />

Tiger airline shutdown and the strong Australian Dollar negatively impacting on inbound tourism. Two of<br />

SPOTLESS GROUP LIMITED HY2012 Page 4 of 8<br />

Review of Operations


the eight new outlets at Southern Cross Station (Melbourne) were mobilised, and three outlets in the<br />

QANTAS Sydney Domestic terminal are scheduled to open during 2012. The earthquake impacted the<br />

Christchurch Vbase contract (stadium, town hall and convention centre) which continued to trade in a<br />

reduced format, although a temporary new stadium will open in early 2012. As part of the integrated<br />

Leisure Sports and Entertainment sector approach to the market, HRC successfully mobilised the national<br />

V8 motor sport catering and cleaning contract, and provided integrated catering and cleaning services at<br />

the Presidents Cup. No HRC contracts were lost during the period.<br />

Food Services EBIT increased 16.7% on pcp to $12.6 million. Alliance margins were in line with pcp,<br />

improving steadily during the half reflecting contract renegotiations, new business gains and improved<br />

labour management processes. Margins in the business and industry sector are under pressure, reflecting<br />

business conditions for clients. HRC margins improved strongly in the period, on the back of contributions<br />

from major events at the Perth Convention and Exhibition Centre (CHOGM) and the Rugby World Cup in<br />

New Zealand. Excluding major sporting and government events, HRC stadia results were somewhat<br />

dampened by the absence of touring concerts – 20 fewer events than pcp. New Zealand margins improved<br />

in both business units, significantly in HRC flowing from Rugby World Cup activities at Eden Park and<br />

Westpac Stadium. Airports margins were largely stable on the prior period.<br />

Laundry Services<br />

Laundry Services washes and supplies workwear for large supermarket chains, food manufacturing and<br />

general industry customers. It specialises in linen and laundry for the healthcare sector, including sterilised<br />

linen and surgical packs.<br />

Revenue of $132.4 million was 7.6% above pcp. Strong growth continued in the Health sector following a<br />

NSW Laundry acquisition in 2011. In addition a number of new Accommodation Linen contracts were<br />

secured in NSW, WA and QLD further strengthening <strong>Spotless</strong>’ competitive position.<br />

The market for Garments (Workwear) continues to be highly competitive and growth is mixed, however<br />

there are definite signs of a shift to recovery in some markets – notably in VIC and WA where a number of<br />

fresh food processing and industrial and resources facilities are centred.<br />

New Zealand revenue was strongly above pcp with solid growth in the Health sector combined with<br />

increased Accommodation and Hospitality demand during the Rugby World Cup.<br />

EBIT of $12.6 million is 1.6% above pcp. Despite solid revenue growth, margins continue to be compressed<br />

due to higher input costs (utilities, flow-on costs of cotton price inflation in 2010) that could not be fully<br />

recovered through contract price escalations. Margins have also been impacted by mobilisation and<br />

restructuring activities following sizeable contract wins at the start of FY12 and ongoing optimisation activity<br />

in QLD.<br />

A number of efficiency initiatives have been commenced in the period to offset this shortfall, including<br />

procuring a world class laundry performance measurement tool to be implemented in 2H12. Management<br />

expects improved efficiencies in future periods as these initiatives reach maturity.<br />

New Zealand earnings were below pcp with the impact of the 2011 Christchurch earthquakes reducing<br />

revenue and earnings materially. While cost saving initiatives have been implemented, recovery in this<br />

region is not expected until reconstruction works in the city are well advanced.<br />

New and existing contracts secured include:<br />

• Oaks <strong>Group</strong> (QLD) – Hotel Linen<br />

• Sydney Park Hyatt (NSW) – Hotel Linen<br />

• Ranger Mine (NT) – Camp Linen (part of wider Managed Services contract)<br />

• Greenslopes Private Hospital – Ramsay (QLD) (to commence March 2012)<br />

• SA Health – Health Linen (retention)<br />

SPOTLESS GROUP LIMITED HY2012 Page 5 of 8<br />

Review of Operations


Managed Services<br />

Managed Services is comprised of facilities management, assets maintenance operations and integrated<br />

facility services. It supports a variety of sectors including defence, education, health, industry and mining.<br />

Managed Services revenue excluding pass through revenue rose 14.1% across Australia and New Zealand<br />

to $584.4 million. Revenue mix by sector saw a strong uplift in the Resources sector as strategic growth<br />

plans develop successfully for the provision of integrated services to mining clients and customers.<br />

In December 2011 <strong>Spotless</strong> commenced a new integrated facility services contract at the Energy<br />

Resources of Australia (ERA) uranium mine in the Northern Territory. <strong>Spotless</strong> is providing a full range of<br />

maintenance, hospitality and village services to the two camp locations and mine facilities and is employing<br />

over 100 staff in support of the new contract. In addition, the Northern Territory has been an important<br />

region for the Defence sector with additional works being performed during the period for the Department of<br />

Immigration and Citizenship adding to revenue. Several large Government contracts in Australia and New<br />

Zealand were extended on the back of good performance and strategic performance indicators. New<br />

contracts commenced in the second half of FY11 are performing to expectations.<br />

EBIT rose by 16.7% to $18.9 million. The growth in the Resources sector was the key contributor to<br />

improved performance in EBIT. Activity levels were also high across many of the contracts within the sector<br />

which resulted in additional revenue and EBIT.<br />

The Defence sector also contributed to improved earnings. Several new significant groups of assets have<br />

been introduced within one Australian contract region in particular, resulting in more maintenance activity.<br />

The New Zealand Defence Force contract for facility and asset maintenance for the central North Island<br />

commenced on 1 July 2011 and has transitioned successfully.<br />

Mobilisation costs of $1.2 million were significantly lower than pcp of $2.0 million due to the timing of new<br />

contracts and the mobilisation effort required for specific major contracts.<br />

Finally, a number of historically poorer performing contracts delivered improved performance during the<br />

period as a result of operational service reviews.<br />

International Services<br />

International Services provides commercial and specialised cleaning services to a wide range of<br />

critical sectors across the UK and USA, and supplies food services to sports stadia in the UK.<br />

Revenue of $34.7 million was 16.1% above the prior period. Revenue growth was largely due to:<br />

<br />

<br />

<br />

The London Olympic Games 2012 contract work generating income during the planning<br />

and preparatory stage. This includes event management test events;<br />

Maintenance cleaning work in London Olympic park; and<br />

EMC catering revenue (acquired in the pcp)<br />

First half EBIT of -$0.5 million was a significant improvement on the prior period of -$2.4 million,<br />

which contained $1.8 million in start-up costs. Ongoing profitability reflects an overhead structure<br />

calibrated to deliver the London Olympics contract in the second half of FY12 and first half of<br />

FY13, in addition to future organic growth. A positive earnings contribution from the London<br />

Olympics contract during the period was offset by several contract.<br />

Further, while <strong>Spotless</strong> considers the US to be an attractive market, management is refocusing US<br />

operations on the Leisure, Sports and Entertainment Sector, comprising convention centres,<br />

sporting venues and events. Consistent with this, <strong>Spotless</strong> will exit from a number of US retail<br />

sector cleaning contracts. This exit will materially improve ongoing profitability. Following this<br />

SPOTLESS GROUP LIMITED HY2012 Page 6 of 8<br />

Review of Operations


estructure the International Services business will be largely focused on the UK Leisure, Sports &<br />

Entertainment sector.<br />

Braiform<br />

Braiform manages the supply of garment hanger and apparel packaging products, servicing clients globally.<br />

In US dollar terms, revenue decreased by 12.0% on the pcp to US$95.1 million. Hanger unit sales in 1H12<br />

declined 19% over the period, with higher average unit selling prices achieved. Following some recovery in<br />

post-GFC volumes, a marked downturn in apparel sales and associated demand for hangers was<br />

evidenced early in the first half of the 2012 financial year.<br />

Braiform maintained all contracts, re-signed its largest client for a further three years and secured<br />

extensions to existing supply contracts with several major European retailers.<br />

Reuse hangers accounted for 44% of total hanger sales in the first half, up from 37% in the pcp reflecting<br />

full mobilisation of new reuse clients secured.<br />

EBIT declined to -$2.3 million versus $1.0 million in the pcp, a decline of $3.3 million largely caused by<br />

lower market demand and the resultant impact on Braiform hanger volumes described above, as well as<br />

EBIT translation losses from the depreciation of the US Dollar ($1.0 million). The growth in Braiform’s<br />

closed loop reuse volumes helped mitigate input cost increases.<br />

Braiform’s business model allows for the flexing of its cost base to counter adverse market conditions. To<br />

this end the business reduced operational and administrative headcount by approximately 20% compared<br />

with the prior period.<br />

A major restructuring program was implemented during the first half with further restructuring benefits to be<br />

realised in the second half and through FY13.<br />

Corporate Administration<br />

Corporate administration costs of $5.4 million were marginally lower than the pcp of $5.5 million.<br />

Other Items<br />

Several items are highlighted as part of the 1H12 result due to their unusual size. Consistent with the 2011<br />

interim and full year results, most items are not classified as non-recurring items but are disclosed<br />

separately for shareholder information. Transaction costs of $1.9 million largely relate to private equity<br />

engagement costs (pcp $0.5m – relating to acquisitions).<br />

Mobilisation costs of $1.2 million were significantly lower during the period compared with $3.7 million in the<br />

pcp.<br />

Other start-up costs not repeated that were expensed in the pcp included the cost of transition from two<br />

existing Queensland laundries into a greenfields Queensland plant and International Services start-up costs<br />

of $1.8 million.<br />

Net Debt, Cash Flow and Tax<br />

Reported net debt as at 31 December 2011 was $360.1 million. In calculating the economic value<br />

of net debt <strong>Spotless</strong> adjusts for non-cash IFRS amounts relating to the FX swap of the US Private<br />

Placement Notes issued in December 2010. This adjustment was $11.0 million as at 31 December<br />

2011. Therefore adjusted net debt increased to $349.1 million during the half ($272.9 million as at<br />

30 June 2011). This was the result of:<br />

<br />

<br />

the continued investment in business transformation (including the IT platform); and<br />

an increase in working capital arising from seasonal factors (including catering rights<br />

payments) and revenue growth on pcp.<br />

SPOTLESS GROUP LIMITED HY2012 Page 7 of 8<br />

Review of Operations


Net debt is expected to be lower in 2H12, driven by a reduction in working capital, and is expected<br />

to average between $325 million and $335 million (prior to transaction costs primarily relating to<br />

private equity engagement) for the full year due to:<br />

<br />

<br />

<br />

Greater EBITDA;<br />

Lower catering rights payments; and<br />

Reductions in working capital investment.<br />

In January 2012 the Company extended its syndicated corporate debt facility at the same level of $240<br />

million into the following tranches:<br />

<br />

<br />

<br />

$90 million – 364 days.<br />

$90 million – 3 years.<br />

$60 million – 5 years.<br />

At 31 December 2011, $36.8 million was drawn and $203.2 million was undrawn. Pricing under this<br />

extended facility has been reduced in line with the market. All other terms including banking covenants<br />

remain generally unchanged.<br />

The movement in adjusted net debt of $76.2 million for the 6 months to 31 December 2011 was<br />

comparable to the pcp of $58.9 million, despite higher interest payments arising from the full period<br />

charge of interest under the long term US Private Placement Notes issued in December 2010, and<br />

higher tax payments following the cessation of an Australian tax investment allowance.<br />

Gross operating cash flow in 1H12 of $20.2 million (compared with $31.0 million pcp) reflects an<br />

increase in working capital arising from revenue growth. As outlined above, working capital<br />

balances are expected to decrease in 2H12.<br />

Credit metrics remain strong and significantly below debt covenants. Completion of the<br />

Transformation program will augment the further strengthening of balance sheet and cash flows<br />

and will optimise the management of working capital.<br />

The effective tax rate of 32.3% before transaction costs of $1.9 million was below the pcp of 34.7%<br />

before transaction costs of $0.5 million. The largest driver of the change in tax rate was the mix of<br />

profits by country. <strong>Spotless</strong> continues to see an effective tax rate of 32% to 34% going forward,<br />

with fluctuations above and below this range a result of the mix of profits by country across the<br />

<strong>Group</strong>’s international operations.<br />

Dividend<br />

The Directors have declared an interim dividend of 5 cents per share, franked to 100%. This dividend<br />

reflects a payout ratio of 79% to EPS and 75% to EPS prior to transaction costs.<br />

Non-IFRS Items<br />

This document includes references to a number of non-IFRS items. These are defined below:<br />

Pass through revenue<br />

Revenue generated by <strong>Spotless</strong> at zero profit margin<br />

EBITDA<br />

Profit before depreciation, amortisation, net finance costs and income tax expense<br />

EBIT<br />

Profit before net finance costs and income tax expense<br />

NPAT<br />

Net profit after tax<br />

EPS<br />

Earnings per share<br />

Net debt<br />

Borrowings and other financial liabilities less cash and cash equivalents<br />

Adjusted net debt<br />

Net debt (defined above) less the non cash IFRS impact of FX swaps of -$11m (1H11: -$2.3m)<br />

Gross Operating Cash Flow Receipts from customers less payments to suppliers<br />

pcp<br />

Prior corresponding period<br />

SPOTLESS GROUP LIMITED HY2012 Page 8 of 8<br />

Review of Operations

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