Spotless Group Limited - NZX
Spotless Group Limited - NZX
Spotless Group Limited - NZX
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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