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Interim results

5 Dec 2012 07:00

RNS Number : 7472S
Stagecoach Group PLC
05 December 2012
 



5 December 2012

 

Stagecoach Group plc - Interim results for the six months ended 31 October 2012

 

Strong partnerships delivering revenue and profit growth in bus and rail operations

 

·; Group like-for-like* revenue up 5.9%

·; Earnings per share* up 66.3% to 16.8 pence (2011: 10.1 pence)

- Further growth in profit from bus operations

- Growth in rail profit with full effect of revenue support at East Midlands Trains

- Earnings-enhancing effect of October 2011 return of cash to shareholders

·; Interim dividend per share up 8.3% to 2.6 pence (2011: 2.4 pence)

·; UK Bus (regional operations):Partnership model and successful fares strategy delivering further revenue and operating profit growth

·; UK Bus (London): Turnaround of acquired business progressing to plan and profitability improved

·; UK Rail: Good revenue growth, increased profitability and strong operational performance. Further development of the alliance between South West Trains and Network Rail

·; North America: Further expansion of megabus.com network and good financial performance at recently acquired Coach America operations

·; Virgin Rail Group: Nearing agreement for continued operation of West Coast train services and plans to bid for new long-term West Coast franchise when tendered

 

Planning for the future

 

·; Board / senior management: management succession plan announced in August 2012

·; Financial planning: increased financing headroom through US$150m 10-year private placement

·; Rail franchising: engaging with UK Government to help deliver a better rail franchising model for passengers, taxpayers and investors

 

Financial summary

 

Results excluding intangible asset expenses and exceptional items*

Reported results

Six months ended 31 October

2012

2011

2012

2011

Revenue (£m)

1,403.3

1,293.7

1,403.3

1,293.7

Total operating profit (£m)

142.0

106.2

136.4

99.4

Non-operating exceptional items (£m)

-

-

(2.0)

8.1

Net finance charges (£m)

(18.3)

(17.5)

(18.3)

(17.5)

Profit before taxation (£m)

123.7

88.7

116.1

90.0

Earnings per share (pence)*

16.8

10.1

15.7

10.4

Interim dividend per share (pence)

2.6

2.4

2.6

2.4

 

*

see definitions in note 21 to the condensed financial statements

 

 

 

Commenting on the results, Chief Executive, Sir Brian Souter, said: 

 

"Our success is built on strong partnerships across our bus and rail networks. We are delivering a better service for passengers, growing our business sustainably and helping support local communities and the economy.

 

"In the UK, we have achieved further growth in our regional bus operations and we continue to make good progress at our contracted London bus business. Passenger revenue growth remains good on our UK rail networks and we have further developed the alliance with Network Rail at South West Trains.

 

"We are playing an active part in the UK Government's review into rail franchising. The private sector has been central to the huge growth of UK rail travel over the past 15 years and it is important that a sustainable rail franchising programme is restarted as quickly as possible.

 

 

"Virgin Rail Group has introduced more than 100 new Pendolino train carriages in recent months, boosting capacity on the West Coast mainline. We look forward to it shortly reaching an agreement with the UK Department for Transport for the continued operation of West Coast train services.

 

"In North America, we are pleased with the performance of the businesses acquired in the summer from Coach America. Our budget coach brand, megabus.com, continues to expand to new regions and we now offer low-cost travel to customers in around 120 locations in the United States and Canada.

 

"This summer, many of our employees put in a massive effort to deliver a hugely successful transport operation for the London 2012 Olympic and Paralympic Games. I am proud of their achievement and once again I would like to thank them for their professionalism and dedication.

 

"We see good potential ahead to grow our transport operations in the UK and North America, and we believe the outlook is positive. We are closely focused on the commercial opportunities from our investment in new technology, such as smartcards, digital marketing and social media. These developments are helping customers by making it easier to travel, easier to buy, and easier to get information. Innovation, value for money and strong operational delivery are also key elements of our ongoing programme to drive organic growth and we are making targeted acquisitions where these can add value to the Group."

 

 

Copies of this announcement are available on the Stagecoach Group website at http://www.stagecoach.com/investors/financial-analysis/reports/2012.aspx

 

For further information, please contact:

 

Stagecoach Group plc www.stagecoachgroup.com

 

Investors and analysts

Martin Griffiths, Finance Director

01738 442111

Ross Paterson, Director of Finance & Company Secretary

01738 442111

Media

Steven Stewart, Director of Corporate Communications

01738 442111 or 07764 774680

John Kiely, Smithfield Consultants

020 7360 4900

 

Notes to Editors

 

Stagecoach Group

·; Stagecoach Group is a leading international public transport group, with extensive operations in the UK, United States and Canada. The Group employs around 35,000 people, and operates bus, coach, train, and tram services.

·; Stagecoach is one of the UK's biggest bus and coach operators with around 8,000 buses and coaches. Around 2.5 million passengers travel on Stagecoach's buses every day on a network stretching from south-west England to the Highlands and Islands of Scotland. The Group's business includes major city bus operations in London, Liverpool, Newcastle, Hull, Manchester, Oxford, Sheffield and Cambridge. Low-cost coach service, megabus.com, operates between around 60 towns and cities across the UK.

·; Stagecoach is a major UK rail operator, running the South West Trains, Island Line and East Midlands Trains networks. It has a 49% shareholding in Virgin Rail Group, which operates the West Coast inter-city rail franchise.

·; Stagecoach also operates the Supertram light rail network in Sheffield.

·; In North America, Stagecoach operates around 2,900 buses and coaches in the United States and Canada. Megabus.com links around 100 key locations in North America. Stagecoach is also involved in operating commuter and transit services, contracted bus services, charters, sightseeing tours and a small number of school bus services.

 

Chairman's statement

 

The Group has delivered a strong performance in the first half of the 2012-13 financial year. The growth being delivered is underpinned by strong partnerships and a focus on safe, high-quality, good value transport.

 

While many businesses and sectors are continuing to struggle with challenging economic conditions, our bus and rail services have seen further growth in revenue and profit. A sustainable transport system is central to the future of our economy and our local communities, and we believe we are well placed to benefit from the opportunities ahead.

 

Commercial bus services in the UK are the cornerstone of the Group and we continue to deliver sector-leading profit margins. We have achieved further fare-paying passenger volume growth in our regional bus businesses where we offer the best value fares of any major UK operator. Investment in our networks, the roll-out of new ways to buy and use tickets and improved customer service are supporting our organic growth strategy. We have also recently announced three targeted acquisitions of UK bus businesses to complement our existing services.

 

In the London bus market, we continue to make good progress in restructuring the acquired business and improving its overall profitability.

 

North America offers significant growth opportunities with the continuing roll-out of our low-fare coach service, megabus.com. In recent months we have expanded to Texas and will shortly begin megabus.com operations in California, capitalising on the acquisition over the summer of a set of businesses from Coach America.

 

As previously reported, the United States Department of Justice and the New York Attorney General's Office are reviewing the creation of the Twin America joint venture, which was formed by Stagecoach North America and City Sights in 2009. We expect the authorities to announce the results of their review shortly.

 

Passenger revenue growth in our UK rail franchises at South West Trains and East Midlands Trains remains good. We have successfully established our ground-breaking alliance with Network Rail at South West Trains, which aims to deliver benefits from closer, more efficient working.

 

Virgin Rail Group ("VRG") is close to reaching an agreement to continue operating the West Coast train services beyond the end of the current franchise on 8 December 2012, which will ensure continuity for passengers and employees. The serious flaws in the competition for the InterCity West Coast rail franchise earlier this year have been well documented. However, we are clear that VRG's bid was robust and deliverable. VRG has assisted with the recent Laidlaw review of the West Coast franchise process and looks forward to bidding for the long-term franchise under an improved process when it is re-tendered in due course.

 

Richard Brown, a Non-Executive Director at the UK Department for Transport, is leading a review into the wider UK rail franchising system and we have set out our ideas to him on how we believe the system can be improved. We believe the private sector and franchising on the right terms can deliver significant benefits to passengers, taxpayers and investors. We remain keen to support the Government in delivering an improved, sustainable process with a view to getting the franchise programme restarted as soon as possible.

 

The Group has achieved good revenue and profit growth in the six months to 31 October 2012. Revenue for the period was £1,403.3m (2011: £1,293.7m). Total operating profit (before intangible asset expenses and exceptional items) was up 33.7% at £142.0m (2011: £106.2m). Earnings per share before intangible asset expenses and exceptional items were 66.3% higher at 16.8p (2011: 10.1p), reflecting the higher operating profit and the earnings enhancing effect of the October 2011 return of cash to shareholders.

 

In line with the Group's performance and consistent with our policy of generally setting the interim dividend per share at approximately one-third of the rate for the previous full financial year, the Directors have declared an interim dividend of 2.6p per share (2011: 2.4p). The dividend is payable to shareholders on the register at 8 February 2013 and will be paid on 6 March 2013.

 

Stagecoach has made a good start to the second half of the 2012-13 financial year. Current trading is in line with our expectations and the Group remains in a strong financial position.

 

The Group announced in August 2012 a number of Board changes as part of its succession planning. With effect from 1 May 2013, I will retire as a director and Sir Brian Souter, the Group's co-founder and current Chief Executive, will become Chairman. Garry Watts will continue as Senior Independent Non-Executive Director and, in addition, becomes Deputy Chairman. Finance Director Martin Griffiths will succeed Sir Brian as Chief Executive and Ross Paterson, Director of Finance & Company Secretary, will join the Board as Finance Director. The Board has begun the process to appoint a further independent Non-Executive Director, who will chair the Audit Committee.

 

Finally, my thanks go to our employees in the UK and North America who help our three million customers a day get to their destination by bus, coach, tram and train. In particular, I would like to pay tribute to the Stagecoach teams from Orkney in Scotland to Porth in Wales and Dover in England who delivered a fantastic transport operation at the London 2012 Olympic and Paralympic Games and were such great ambassadors for our Group and our country.

 

Sir George Mathewson

Chairman

5 December 2012

Interim management report

 

The Directors of Stagecoach Group plc are pleased to present their report on the Group for the six months ended 31 October 2012.

 

 

Description of the business

 

Stagecoach Group plc is a public limited company that is incorporated, domiciled and has its registered office in Scotland. Its ordinary shares are publicly traded and it is not under the control of any single shareholder. The Company has its primary listing on the London Stock Exchange. Throughout this document, Stagecoach Group plc is referred to as "the Company" and the group headed by it is referred to as "Stagecoach" or "the Group".

 

The Group is a leading international public transport group, with extensive operations in the UK, United States and Canada. A description of each of the Group's operating divisions is given on pages 4 to 6 of its 2012 Annual Report.

 

 

Overview of financial results

 

The Group has achieved continued good financial and operational performance in the six months ended 31 October 2012.

 

Revenue by division is summarised below:

 

 REVENUESix months to 31 October

2012

2011

Functional

currency

2012

2011

Growth

 

£m

£m

Functional currency (m)

%

Continuing Group operations

UK Bus (regional operations)

488.3

450.9

£

488.3

450.9

8.3%

UK Bus (London)

116.4

117.1

£

116.4

117.1

(0.6)%

North America

199.8

164.1

US$

316.4

264.2

19.8%

UK Rail

599.9

562.6

£

599.9

562.6

6.6%

Intra-Group revenue

(1.1)

(1.0)

£

(1.1)

(1.0)

10.0%

Group revenue

1,403.3

1,293.7

 

 

Operating profit by division is summarised below:

 

 

OPERATING PROFIT

Six months to 31 October

 

2012

 

2011

 

 

Functional

currency

2012

2011

£m

% margin

£m

% margin

Functional currency (m)

Continuing Group operations

UK Bus (regional operations)

87.2

17.9%

80.0

17.7%

£

87.2

80.0

UK Bus (London)

9.6

8.2%

5.5

4.7%

£

9.6

5.5

North America

13.7

6.9%

15.3

9.3%

US$

21.7

24.6

UK Rail

22.7

3.8%

(6.9)

(1.2)%

£

22.7

(6.9)

Group overheads

(7.8)

(5.0)

Restructuring costs

(0.4)

(1.5)

125.0

87.4

Joint ventures - share of profit after tax

Virgin Rail Group

6.2

9.1

Citylink

0.9

1.2

Twin America

9.9

8.5

Total operating profit before intangible asset expenses

142.0

106.2

Intangible asset expenses

(5.6)

(6.8)

Total operating profit: Group operating profit and share of joint ventures' profit after tax

136.4

99.4

 

UK Bus (regional operations)

 

Financial performance

 

The financial performance of the UK Bus (regional operations) division for the six months ended 31 October 2012 is summarised below:

 

Six months to 31 October

2012

£m

2011

£m

Change

%

Revenue

488.3

450.9

8.3%

Like-for-like* revenue

468.9

450.6

4.1%

Operating profit*

87.2

80.0

9.0%

Operating margin*

17.9%

17.7%

20bp

 

* See definitions in note 21 to the condensed financial statements

The financial results for the six months ended 31 October 2012 include revenue of £18.8m and operating profit of around £4m arising from the successful delivery of contracts to provide transport for the media and athletes at the London 2012 Olympic and Paralympic Games. This additional revenue of £18.8m is excluded from the like-for-like revenue figures shown above.

 

Passenger and revenue growth

 

Like-for-like full-fare passenger volume growth in the period was 1.3%. Like-for-like revenue was built up as follows:

 

Six months to 31 October

2012

£m

2011

£m

Change

%

Commercial on and off bus revenue

 

283.8

 

268.0

 

5.9%

Concessionary revenue

117.1

113.0

3.6%

Tendered and school revenue

 

47.6

 

49.3

 

(3.4)%

Contract revenue

17.2

17.2

-

Hires and excursions

3.2

3.1

3.2%

Like-for-like revenue

468.9

450.6

4.1%

 

The like-for-like revenue growth of 4.1% is higher than the 3.6% reported previously for the twenty four weeks ended 14 October 2012. This is principally due to £1.8m of revenue recognised in the period 15 to 31 October 2012 in relation to the resolution of a claim for concessionary revenue. Excluding this, like-for-like revenue for the six months ended 31 October 2012 was 3.7%.

 

We have delivered further revenue growth at our UK Bus (regional operations) whilst like-for-like vehicle miles operated increased by only 0.3%. Our focus on commercial revenue, where we have greater flexibility to manage pricing, service patterns and frequencies, is reflected in the like-for-like revenue growth of 5.9% reported for that category. The lower rate of growth in concessionary revenue reflects reduced passenger volumes partly due to poorer summer weather and pressure from local authorities to minimise concessionary reimbursement rates in light of budgetary pressures they face, which has also resulted in reduced revenue from tendered and school services.

 

The increase in operating margin was built up as follows:

 

Operating margin - 2011

17.7%

Effect of Olympics contracts

0.1%

Change in:

Staff costs

1.4%

Bus Service Operators' Grant

(1.5)%

Fuel costs

0.4%

Other

(0.2)%

Operating margin - 2012

17.9%

 

Staff costs have fallen as a proportion of revenue principally as a result of lower pension expenses.

 

In April 2012, the proportion of fuel duty that is rebated to bus operators was cut. The rebate is known as Bus Service Operators' Grant ("BSOG") and in the six months ended 31 October 2012, the rebate earned by the Group was £5.2m below the equivalent prior year period. This is proportionately lower than the decrease expected for the full year due to the timing of when additional BSOG "bonus" payments were recognised.

 

Although fuel costs fell as a proportion of revenue in the six months ended 31 October 2012, unit fuel costs in the six months ending 30 April 2013 are expected to be higher than in the six months ended 31 October 2012, reflecting anticipated increases in fuel duty and the phasing of the Group's fuel hedges.

 

Local bus networks

 

We are continuing to deliver sector-leading profit margins through our value fares strategy, continued investment in our fleet and the roll-out of new technology solutions to make travel easier for our customers. In the past five years, Stagecoach has invested more than £370m in hundreds of new vehicles for local communities and for our inter-city coach services. We are continuing with the roll-out of our StagecoachSmart travel cards and they are now in use at a number of our UK bus businesses. We are also working on integrated bus-rail smart ticketing and taking part in the UK's first trial of near-field communications technology using mobile phones for ticketing on public transport.

 

Our strong partnerships with transport authorities around the country are working well. In Oxford, we are part of a successful multi-operator smart ticketing partnership, which was recently highlighted by the Government's Transport Select Committee as it endorsed partnership working as key to delivering service improvements. In South Yorkshire, passengers are also benefitting from a partnership agreement which is delivering affordable fares, smarter multi-operator ticketing, and newer, greener low-floor buses.

The Tyne and Wear Integrated Transport Authority, with the support of the five councils in Tyne and Wear, is exploring the respective benefits of a new Voluntary Partnership Agreement with bus companies, and a Quality Contracts Scheme, in which bus services would be offered under franchise by a single public body. We have a strong bus business in Tyne and Wear, which generated revenue of around £60m in the year ended 30 April 2012, and the region has the highest level of bus passenger satisfaction in the UK at 91%. We passionately support working in partnership across our transport operations, as evidenced by our successful approach in Oxford and South Yorkshire referred to above, and in our UK Rail Division where we have established a ground-breaking Alliance between South West Trains and Network Rail. Stagecoach is firmly opposed to Quality Contracts and we will vigorously resist any proposals to introduce them in the areas where we currently operate. We believe the highly centralised, inflexible and bureaucratic approach of Quality Contracts would result in poorer value for money for taxpayers, inefficient bus operations and a worse service for customers.

 

Cost control

 

We have taken successful steps to manage the impact of cuts in public sector spending, including the reductions in Bus Service Operators' Grant which took effect in April 2012. Measured fares changes and adjustments to our bus networks have protected services and ensured they remain good value. These developments have also made our business less dependent on Government spending.

 

Investment in improved energy management systems, eco driving technology and intelligent lighting systems are also helping control our fleet and buildings costs, as well as cut our carbon emissions.

 

Acquisitions

 

We continue to evaluate acquisition opportunities in the UK Bus market. Such opportunities tend to be small relative to the size of our existing operations, reflecting the stability in ownership of the majority of UK Bus operators and the approach taken by the UK competition authorities.

 

We have recently completed the acquisition of a UK bus business and announced plans to acquire two other UK bus businesses, being:

 

Business to be acquired

Bluebird in North Manchester

First Group's Wigan bus operations

First Group's Chester, Wrexham and Birkenhead bus operations

Purchase price (£m)

2.0

12.0

4.5

Last financial year-end

31 January 2012

31 March 2012

31 March 2012

Revenue in last financial year (£m)

4.0

13.2

11.9

EBITDA in last financial year (£m)

0.5

2.2

1.7

Operating profit in last financial year (£m)

0.3

1.5

0.6

Expected timing of completion

First quarter of calendar year 2013

Completed 2 December 2012

December 2012 or January 2013

Other factors

Subject to clearance by Office of Fair Trading

None

None

 

Outlook

 

We expect revenue growth in the second half of the financial year ending 30 April 2013 to remain relatively modest, as the organic growth in commercial revenue is partially offset by pressure on concessionary, tendered and contract revenue. We remain positive on the prospects for our regional bus operations as we continue to focus on running good value commercial services where we have flexibility on fares and service patterns. The division is well placed to deliver some growth in operating profit in the year ending 30 April 2013.

 

Our bus operations in the UK have proved robust and continued to perform well during weak macroeconomic conditions and a period of downward pressure on Government spending. As conditions improve, we believe the division is well placed to grow further by capitalising on rising motoring costs, worsening road traffic congestion, and public policy and consumer opinion focused on greener lifestyles.

 

UK Bus (London)

 

Financial performance

 

The financial performance of the UK Bus (London) division for the six months ended 31 October 2012 is summarised below:

 

Six months to 31 October

2012

£m

2011

£m

Change

%

Revenue and like-for-like revenue

 

116.4

 

117.1

 

(0.6)%

Operating profit

9.6

5.5

74.5%

Operating margin

8.2%

4.7%

350bp

 

The 0.6% decline in revenue at our London bus operations is consistent with our previous expectation that some less profitable contracts would not be retained as we restructured the acquired business and improved its overall profitability. This reflects the revenue lost from contracts that ended during the year to 30 April 2012. For the year as a whole to 30 April 2013, UK Bus (London) is well placed to maintain revenue with contract losses being offset by some contract wins and inflationary price increases on existing contracts.

 

Our turnaround programme for our London Bus operations, which we acquired in October 2010, is progressing to plan. Although the competitive environment remains challenging, we are benefitting from overhead cost savings through synergies with our other UK operations, and unit labour cost savings following negotiated agreements with staff on working practices and productivity. The closure of one depot last year has allowed us to closely match capacity with our contract portfolio and hence improve operational efficiency.

The improvement in operating margin was built up as follows:

 

Operating margin - 2011

4.7%

Change in:

Staff costs - Olympics payments

(0.7)%

Staff costs - Other

4.6%

Bus Service Operators' Grant

(1.8)%

Fuel costs

0.7%

Lease costs

(1.3)%

Other

2.0%

Operating margin - 2012

8.2%

 

The results for the six months ended 31 October 2012 includes a net cost of £0.8m as a result of the agreement reached between London bus operators, Transport for London and trade unions to pay additional amounts to bus operators' employees in connection with the 2012 London Olympics.

 

The financial effect of the positive steps taken to reduce unit staff costs is reflected in the improved operating margin.

 

In common with the regional UK Bus operations, the London Bus operations experienced a reduction in the rate of Bus Service Operators' Grant from April 2012 partly offset by underlying fuel costs reducing as a percentage of revenue for the six months. Lease costs have increased as a percentage of revenue as a higher proportion of the fleet is held on operating lease. Other costs have been lower as a percentage of revenue principally due to higher maintenance spend in the comparative period to improve fleet reliability.

 

Since we acquired the London Bus operations in 2010, we have bid to retain contracts with an approximate annualised revenue of £46.9m and have retained approximately 78% of that revenue. We have also won new contracts from other operators with an approximate annualised revenue of £2.7m.

 

The current, contracted, annualised revenue base (excluding contingent quality incentive income and any miscellaneous income) of the Group's London bus operations is estimated at £224.6m and can be analysed by contract expiry date as follows:

 

Earliest date of contract expiry

Annualised revenue

£m

Year ending 30 April 2013

4.8

Year ending 30 April 2014

43.4

Year ending 30 April 2015

53.4

Year ending 30 April 2016

65.8

Year ending 30 April 2017

36.6

Year ending 30 April 2018

20.6

224.6

 

Outlook

 

We are encouraged by continuing signs that our new tender strategy is resulting in contract wins and retentions on realistic profit margins. Further work remains to be done, however we are pleased with our continuing progress and we see the UK Bus (London) division as well placed to deliver some growth in operating profit in the year ending 30 April 2013.

 

 

North America

 

Financial performance

 

The financial performance of the North America division for the six months ended 31 October 2012 is summarised below:

 

Six months to 31 October

2012

US$m

2011

US$m

Change

%

Revenue

316.4

264.2

19.8%

Like-for-like revenue

269.5

246.5

9.3%

Operating profit

21.7

24.6

(11.8)%

Operating margin

6.9%

9.3%

(240)bp

 

Like-for-like revenue was built up as follows:

 

Six months to 31 October

2012

US$m

2011

US$m

Change

%

Megabus

73.9

54.0

36.9%

Scheduled service and commuter

 

108.5

 

106.1

 

2.3%

Charter

46.7

46.6

0.2%

Sightseeing and tour

16.6

15.7

5.7%

School bus and contract

23.8

24.1

(1.2)%

Like-for-like revenue

269.5

246.5

9.3%

 

The like-for-like growth for the six months of 9.3% is below the rate of 10.7% previously reported for the five months ended 30 September 2012. All revenue categories were affected in October 2012 by the severe storms in the North East of the United States.

 

In July 2012, we completed the acquisition of nine businesses and related assets from Coach America for a cash consideration of US$134.2m. Stagecoach also acquired a further 79 vehicles from Coach America for a cash consideration of US$25.9m.

 

The businesses we acquired include contract, line-run, charter and sightseeing operations. They extended our footprint into Texas, California, Georgia, Ohio, Wyoming, Nevada, Maryland and Oregon. The integration of these businesses into our existing operations in the United States has progressed well and they are making a good contribution to the profitability of the division. We have used the acquired depot infrastructure to expand our megabus.com budget coach network more quickly and efficiently, retaining direct operational control and avoiding the need to pay a sub-contract profit margin in these locations. We launched our Texas hub in June 2012 and our California hub starts running services this month (December 2012). We continue to have a relatively high level of investment mileage in this expansion period. Our megabus.com brand has high recognition in a growing market across the United States and Canada.

 

In addition to the expansion of megabus.com, the North American division has also seen growth in scheduled service/commuter, charter and sightseeing/tour revenue.

Operating profit for the six months ended 31 October 2012 was below the equivalent prior year period. This partly reflects the disposal of the profitable Wisconsin school bus operations in November 2011 and the continued start-up losses from new megabus.com services. We also invested in further preventative measures to enhance our industry-leading safety systems at megabus.com following a number of unrelated highway incidents during the period and in advance of Federal Motor Carrier Safety Administration guidance for the wider motorcoach and trucking sector. This reduced revenue and profit in the short-term, but reflects our absolute commitment to put safety and our customers first. megabus.com continues to have the highest safety rating and we remain focused on ensuring these high standards are maintained as we expand our operations and acquire new businesses. More recently, the severe storms in the North East of the United States have adversely affected operating profit in the month of October 2012.

 

Our companies and employees in the North East of the United States have provided transportation and other assistance to local communities both before and in the aftermath of Hurricane Sandy. We assisted with the evacuation of New Jersey's coastal communities, sending dozens of buses to Atlantic City and neighbouring towns to take people to safe locations, including state operated shelters. Much of the NJ Transit rail system was significantly impacted by the storm as well as the New York City subway system, the Holland tunnel between New York and New Jersey and a number of rail and bus maintenance facilities. In addition to our normal schedules, we have provided emergency shuttle services on behalf of NJ Transit and for many banks and financial services companies. Personnel from our joint venture New York sightseeing operations also worked alongside the City authorities and Google to provide transportation for volunteers to get from Manhattan to Staten Island, which was badly hit by the storm.

 

The reduction in operating margin was built up as follows:

 

Operating margin - 2011

9.3%

Change in:

Staff costs

0.9%

Fuel costs

(1.5)%

Insurance and claims costs

0.7%

Sub-contracted services

(1.0)%

Other

(1.5)%

Operating margin - 2012

6.9%

 

Unit fuel costs have risen in North America and have in part been offset by revenue growing faster than the rate of change in staff costs and insurance and claims costs. Other costs have grown disproportionately to revenue reflecting start up costs for new megabus.com routes, increased costs of sub-contracting megabus.com services and increases in bus station and stop costs.

Outlook

 

Although the severe storms continued to affect the business in November 2012, the North America division continues to see excellent prospects for long-term growth, particularly as our newer megabus.com routes reach maturity. In the near term, however, we remain more cautious on the outlook for profit as we absorb losses on newer megabus.com routes.

 

UK Rail

 

Financial performance

 

The financial performance of the UK Rail division for the six months ended 31 October 2012 is summarised below:

 

Six months to 31 October

2012

£m

2011

£m

Change

%

Revenue

599.9

562.6

6.6%

Like-for-like revenue

599.9

556.4

7.8%

Operating profit /(loss)

22.7

(6.9)

(429.0)%

Operating margin

3.8%

(1.2%)

500bp

 

The improvement in operating margin was built up as follows:

 

Operating margin - 2011

(1.2)%

Change in:

Revenue support

12.1%

Rail franchise premia

(8.8)%

Staff costs

1.1%

Bid costs

(0.8)%

Other

1.4%

Operating margin - 2012

3.8%

 

Certain rail franchises are eligible to receive "revenue support" from the Department for Transport to partly offset the extent to which actual revenue falls short of the revenue that was forecast as part of the successful bid for the relevant franchise. In the six months ended 31 October 2011, East Midlands Trains was not eligible for revenue support but following the macroeconomic downturn, its revenue was below the levels anticipated in the bid for that franchise. Accordingly, East Midlands Trains incurred a significant operating loss in that period. From November 2011, East Midlands Trains was entitled to revenue support which returned it to profitability and the turnaround in the profitability of the UK Rail Division in the six months ended 31 October 2012 is largely due to that factor.

 

Partly offsetting the increased revenue support income was an increase in the premia payments payable to Government in accordance with the relevant franchise agreements.

 

Staff and other costs have grown at a lower rate than revenue, as we remained focussed on controlling costs in light of economic uncertainty and increasing premia payments to Government.

 

During the six months ended 31 October 2012, the Group incurred £4.7m (2011: £Nil) of costs bidding for new rail franchise opportunities. This excludes costs incurred by Virgin Rail Group in bidding for the West Coast rail franchise.

Operational performance and passenger satisfaction

 

Strong revenue growth in our UK Rail division has been underpinned by consistently high levels of punctuality and customer satisfaction. In terms of punctuality, East Midlands Trains has been the best performing long distance train operator in the UK for the last four years. Punctuality at East Midlands Trains is 93.6%* on a moving annual average basis and is 91.9% at South West Trains. The latest National Passenger Survey, carried out in Spring 2012, shows overall satisfaction with South West Trains is 83% - higher than the average for train operators in London and the South East. Passengers using East Midlands Trains services were also highly satisfied, with 87% overall satisfaction.

 

________________

* Punctuality is measured on the basis of the Department for Transport’s Public Performance Measure, being the percentage of trains that arrive at their final destination within 5 minutes (or 10 minutes for inter-city services) of their scheduled arrival time having called at all scheduled stations. Figures quoted are taken from the latest train performance results, which measured punctuality to 13 October 2012.

 

Investment in trains, stations and customer service

 

Passengers are continuing to benefit from our ongoing programme of investment in trains and stations. At East Midlands Trains we recently completed a programme of over £30m to fully refurbish our entire fleet of nearly 100 trains. Trains to London have been fitted with WiFi, which will help attract business and leisure customers to rail travel. A £10m station investment programme has benefitted the majority of locations on our network, and work recently started on the multi-million pound transformation of Nottingham station.

 

At South West Trains, we will be introducing more than 100 extra carriages between May 2013 and December 2014 to increase peak-time capacity. Work has also started on the £23m overhaul of our Class 455 electric trains, a project which has created new jobs. Around £27m is being spent upgrading and improving stations on the South West Trains network. It includes the recent completion of a major scheme at Southampton station to deliver a new transport interchange, a larger waiting area and booking hall, as well as better ticket facilities.

 

Delivery of clear and consistent information to passengers remains a key priority across our rail franchises. A new state of the art public address system has been introduced at London Waterloo, the UK's busiest railway station. Online "rainbow boards" were recently launched to provide passengers with an easy, at-a-glance guide to how their services are running. Our social media channels are also proving popular with customers. South West Trains has attracted 20,000 followers to its Twitter account in only a year and also recently launched a Facebook presence.

 

At East Midlands Trains, we have invested over £250,000 to install 30 new collection-only ticket machines at key stations. We are also rolling out smartcard technology across the network, which will allow monthly and annual season tickets to be stored electronically on a StagecoachSmart travel card. Smartcard readers have now been installed at 26 stations on the East Midlands Trains' network.

 

As part of our commitment to customer service, we have recently been awarded Investors in People status at East Midlands Trains and at South West Trains we have received the highest rating by the British Quality Foundation for our organisational performance.

 

Efficiency and cost control

In April 2012, South West Trains and Network Rail announced the formation of an alliance to deliver better and more efficient rail services in the south and south-west of England. A single senior joint management team now has responsibility for both trains and track on the route operating out of London Waterloo in a first for the UK rail industry. We have put in place new processes over the past six months which have improved the management of the railway infrastructure and the train service.

 

We are encouraged by the potential to improve customer service through the Alliance. In the short-term, we do not expect to realise significant financial savings but we continue to see opportunities for longer term financial savings as we develop the Alliance further. We are exploring how we can support Network Rail to achieve savings from its capital investment programme and deliver financial benefits to both South West Trains and Network Rail.

 

The office of Rail Regulation recently found that East Midlands Trains and South West Trains were both in the list of four train operating companies whose costs were consistently on or below the average for three measures used to compare costs across difference UK train operators.

 

Rail franchises

 

In August 2012, the Department for Transport confirmed that East Midlands Trains had fulfilled the criteria to ensure the automatic extension of its franchise, as expected, through to March 2015, and in November 2012, we received similar confirmation from the Department for Transport that South West Trains had met the criteria for its franchise to be automatically extended to February 2017.

 

In October 2012, the Department for Transport announced that the competition for the InterCity West Coast rail franchise had been cancelled due to flaws in how the Department applied the tender process. It also announced that it was commissioning two independent reviews into both the specific InterCity West Coast competition and rail franchising more widely. Stagecoach has contributed to the Brown review into the wider franchising system.

 

We believe the private sector and rail franchising on the right terms can deliver significant benefits to passengers, taxpayers and investors. We will support the Government in delivering an improved, sustainable process with a view to getting the franchise programme restarted as soon as possible. The Group remains shortlisted for new Greater Western and Thameslink rail franchises and will re-evaluate its bids when the pause on these competitions is lifted. Stagecoach Group will continue to bid for rail franchise opportunities we believe can add shareholder value.

Outlook

 

We are pleased at the continued good revenue growth from our rail operations and we expect the division to deliver a good profit in the full year to 30 April 2013. While the UK rail franchising timetable is currently on hold, we expect to continue to be a significant participant in future competitions where there is the right risk-reward profile.

 

Group overheads

 

Group overhead costs increased from £5.0m in the six months ended 31 October 2011 to £7.8m in the six months ended 31 October 2012, principally due to higher expenses related to the effect of the increase in the Group's share price on the charge for share based incentive schemes.

 

Virgin Rail Group

 

Financial performance

 

The financial performance of the Group's Virgin Rail joint venture for the six months ended 31 October 2012 is summarised below:

 

Six months to 31 October

49% share:

2012

£m

2011

£m

Change

%

Revenue

220.2

216.0

1.9%

Like-for-like revenue

219.7

214.0

2.7%

Operating profit

8.1

12.2

(33.6)%

Net finance income

0.1

0.1

-

Taxation

(2.0)

(3.2)

(37.5)%

Profit after tax

6.2

9.1

(31.9)%

Operating margin

3.7%

5.6%

(190)bp

 

Virgin Rail Group ("VRG") has been operating the West Coast rail franchise under an eight-month extension since April 2012, which runs until 8 December 2012. During this time, VRG has successfully delivered services for the period of the London 2012 Olympics and managed the introduction of more than 100 new Pendolino train carriages, which will increase standard class capacity by more than 40%. Stagecoach Group's share of VRG's profit after tax for the extension period reflects the relatively low revenue risk. VRG is currently in receipt of contractual revenue support payments from the Department for Transport under the West Coast franchise but it remains a significant net financial contributor to the Department for Transport.

 In August 2012, the Department for Transport announced that VRG had not been awarded the new West Coast Trains rail franchise. VRG subsequently commenced Court proceedings seeking a review of the decision by the Department to award the contract to a subsidiary of FirstGroup plc. In October 2012, the Department announced that the competition for the InterCity West Coast Rail franchise had been cancelled and that it planned to conduct two independent reviews into both the specific InterCity West Coast competition and rail franchising more widely. It will refund the costs that bidders incurred in bidding for the long-term West Coast rail franchise that was due to begin in December 2012. VRG also expects to recover the legal costs that it incurred in challenging the Department's initial decision on the award of the franchise. We expect to record the Group's share of these refunds as exceptional income when the amounts of the refunds are agreed with and confirmed by the Department, which is likely to be during six months ending 30 April 2013. The independent Laidlaw report into the way the west Coast franchise competition was managed has confirmed our long-standing concerns about the process, technical failures and inconsistencies in how bids were treated. Nevertheless, we remain clear that VRG's bid was both robust and deliverable.

 

VRG is close to reaching an agreement with the Department for Transport to continue to operate the West Coast train services from the end of the current franchise on 8 December 2012.

 

Twin America

 

Financial performance

 

The financial performance of the Group's Twin America joint venture for the six months ended 31 October 2012 is summarised below:

 

Six months to 31 October

60% share:

2012

US$m

2011

US$m

Change

%

Revenue

57.9

51.7

12.0%

Operating profit

16.2

14.2

14.1%

Taxation

(0.5)

(0.5)

-

Profit after tax

15.7

13.7

14.6%

Operating margin

28.0%

27.5%

50bp

 

Twin America grew profit in the six months ended 31 October 2012 by continuing to offer good-value fares and high standards of customer service. October and November 2012 have been affected by the severe storms in New York, which resulted in the business suspending its New York sightseeing services for several days.

 

As previously reported, the United States Department of Justice and the New York Attorney General's Office are undertaking a competition review of the Twin America joint venture, which was formed by Stagecoach North America and City Sights in 2009. Twin America has had further discussions with the authorities in recent weeks and we understand that the authorities are now well progressed with their review and we expect that they will announce the results of the review shortly.

Depreciation and intangible asset expenses

 

Earnings before interest, taxation, depreciation, intangible asset expenses and exceptional items (pre-exceptional EBITDA) amounted to £196.8m (2011: £156.6m). Pre-exceptional EBITDA can be reconciled to the financial statements as follows:

 

 

 

Six months to 31 October

 

 

2012

£m

 

 

2011

£m

12 months to 31 Oct 2012

£m

Total operating profit before intangible asset expenses and exceptional items

 

 

142.0

 

 

106.2

 

 

273.0

Depreciation

52.3

46.5

105.7

Add back joint venture finance income & tax

 

2.5

 

3.9

 

5.4

Pre-exceptional EBITDA

196.8

156.6

384.1

 

The income statement charge for intangible assets, which includes amortisation of the intangible assets acquired with the businesses bought from Coach America in July 2012, decreased from £6.8m to £5.6m due to a reduction in the expense related to Virgin Rail Group from £2.5m to £0.9m. The amortisation charge of intangible assets acquired with the East London Bus businesses in 2010 decreased as certain contracts the intangible assets related to expired.

 

Exceptional items

 

A pre-tax exceptional expense of £2.0m was recognised in the six months ended 31 October 2012. £1.4m of this was expenses incurred in relation to the acquisition of businesses from Coach America in July 2012, £0.5m was adjustments made to amounts recognised on previous acquisitions and disposals of businesses, and £0.1m was the loss on disposal of properties.

 

Finance costs

 

Net finance costs for the six months ended 31 October 2012 were £18.3m (2011: £17.5m) and can be further analysed as follows:

 

Six months to 31 October

2012

£m

2011

£m

Finance costs

Interest payable and other facility costs on bank loans, overdrafts and trade finance

 

3.7

 

2.3

Hire purchase and finance lease interest payable

 

2.7

 

3.2

Interest payable on bonds

11.9

11.8

Unwinding of discount on provisions

2.0

2.1

20.3

19.4

Finance income

Interest receivable on cash

(1.3)

(1.1)

Effect of interest rate swaps

(0.7)

(0.8)

(2.0)

(1.9)

Net finance costs

18.3

17.5

 

The increased net finance costs reflects higher average net debt following the October 2011 return of cash to shareholders and July 2012 acquisitions of businesses from Coach America.

Taxation

 

The effective tax rate for the six months ended 31 October 2012, excluding exceptional items, was 23.7% (2011: 24.2%). This is slightly higher than our expected rate for the full year ending 30 April 2013 due to the seasonality of taxable profits in different tax territories. The tax charge can be analysed as follows:

 

 

Six months to 31 October 2012

Pre-tax profit

£m

 

Tax

£m

 

Rate

%

Excluding intangible asset expenses and exceptional items

126.3

(30.0)

23.8%

Intangible asset expenses

(5.6)

1.4

25.0%

120.7

(28.6)

23.7%

Exceptional items

(2.0)

-

-

118.7

(28.6)

24.1%

Reclassify joint venture taxation for reporting purposes

(2.6)

2.6

Reported in income statement

116.1

(26.0)

22.4%

 

Fuel costs

 

The Group's operations as at 31 October 2012 consume approximately 383m litres of diesel fuel per annum. As a result, the Group's profit is exposed to movements in the underlying price of fuel. The Group's fuel costs include the costs of delivery and duty as well as the costs of the underlying product. Accordingly, not all of the cost varies with movements in oil prices.

 

The proportion of the Group's projected fuel usage that is now hedged using fuel swaps is as follows:

 

Year ending 30 April

2013

2014

2015

2016

Total Group

85%

71%

12%

1%

The Group has no fuel hedges in place for periods beyond 30 April 2016.

 

Cash flows

 

Net cash from operating activities before tax for the six months ended 31 October 2012 was £192.5m (2011: £170.2m) and can be further analysed as follows:

 

Six months to 31 October

2012

£m

2011

£m

EBITDA of Group companies before exceptional items

 

177.3

 

133.9

Loss/(gain) on disposal of plant and equipment

 

0.6

 

(0.1)

Equity-settled share based payment expense

 

1.1

 

2.1

Working capital movements

26.0

41.0

Net interest paid

(5.7)

(3.4)

Dividends from joint ventures

8.7

11.4

Net cash from operating activities before excess pension contributions

 

208.0

 

184.9

Pension contributions in excess of pension costs

 

(15.5)

 

(14.7)

Net cash flows from operating activities before taxation

 

192.5

 

170.2

 

The working capital inflow of £26.0m arose principally in the UK Rail Division due to the timing of rail industry payment cycles.

 

Net cash from operating activities before tax was £192.5m (2011: £170.2m) and after tax was £191.3m (2011: £159.9m). Net cash outflows from investing activities were £170.4m (2011: £48.8m), which included £86.2m in relation to acquisitions and net cash inflow from financing activities was £8.7m (2011: outflow £225.7m), which in the prior year includes the part of the return of cash to shareholders that was funded from excess cash.

 

Net debt

 

Net debt (as analysed in note 17 to the condensed financial statements) increased from £523.8m at 30 April 2012 to £552.0m at 31 October 2012, primarily due to the acquisition of businesses from Coach America and further investment in new vehicles, partly offset by strong operating cashflows. The Group's net debt at 31 October 2012 is further analysed below:

 

 

 

Fixed rate

£m

Floating rate

£m

 

Total

£m

Unrestricted cash

-

57.2

57.2

Cash held within train operating companies

-

192.8

192.8

Restricted cash

-

19.4

19.4

Total cash and cash equivalents

-

269.4

269.4

Sterling bond

(398.5)

-

(398.5)

US private placement

-

(93.1)

(93.1)

Sterling hire purchase and finance leases

 

(6.8)

 

(113.8)

 

(120.6)

US dollar hire purchase and finance leases

 

(58.9)

 

-

 

(58.9)

Loan notes

-

(20.7)

(20.7)

Bank loans

-

(129.6)

(129.6)

Net debt

(464.2)

(87.8)

(552.0)

 

The split between fixed and floating rate debt shown above takes account of the effect of interest rate swaps in place as at 31 October 2012.

 

The net impact of purchases of property, plant and equipment for the six months on net debt was £133.6m (2011: £107.8m). This primarily related to expenditure on passenger service vehicles, and comprised cash outflows of £119.5m (2011: £99.9m) and new hire purchase and finance lease debt of £14.1m (2011: £7.9m). In addition, £36.2m (2011: £43.1m) cash was received from disposals of property, plant and equipment.

 

Liquidity and bank re-financing

 

The Group's financial position remains strong and is evidenced by:

·; The ratio of net debt at 31 October 2012 to pre-exceptional EBITDA for the twelve months ended 31 October 2012 was 1.4 times (2011: 1.7 times).

·; Pre-exceptional EBITDA for the six months ended 31 October 2012 was 10.8 times (2011: 9.0 times) net finance charges (including joint venture net finance income).

·; Undrawn, committed bank facilities of £295.1m at 31 October 2012 (30 April 2012: £265.3m) were available to be drawn as bank loans with further amounts available only for non-cash utilisation. Headroom has increased since 30 April 2012, principally due to the good underlying cash generation and the new issue of US$150m of 10-year notes to United States investors re-financing the acquisitions from Coach America. In addition, the Group continues to have available asset finance lines.

·; The three main credit rating agencies continue to assign investment grade credit ratings to the Group.

The Group's main bank facilities are committed through to 2016.

 

Capital expenditure

 

Additions to property, plant and equipment for the six-month period were:

 

Six months to 31 October

2012

£m

2011

£m

UK Bus (regional operations)

47.0

38.8

UK Bus (London)

11.9

14.9

North America

52.5

20.4

UK Rail

15.7

24.1

Other

-

0.1

127.1

98.3

 

The differences between the amounts shown above and the impact of capital expenditure on net debt arose from movements in fixed asset debtors, prepayments and creditors.

 

Business combinations and disposals

 

The only significant acquisition or disposal completed in the six months ended 31 October 2012 is the acquisition of businesses and assets from Coach America, referred to in the section of this report entitled "North America".

 

The Group has announced three acquisitions of UK Bus businesses as explained in the "UK Bus (regional operations)" section of this report. One of these completed on 2 December 2012, and the other two should complete within the next few months.

 

Net liabilities

 

Net liabilities at 31 October 2012 were £58.2m (30 April 2012: £57.3m) with the change in net liabilities primarily reflecting actuarial losses on Group defined benefit pension schemes of £43.1m after tax and after-tax movements on Group cash flow hedges of £15.0m, offset by strong results for the six months.

Retirement benefit obligations

 

The reported net liabilities of £58.2m (30 April 2012: £57.3m) that are shown on the consolidated balance sheet are after taking account of net pre-tax retirement benefit liabilities of £163.1m (30 April 2012: £124.1m), and associated deferred tax assets of £37.5m (30 April 2012: £29.8m).

 

The Group recognised pre-tax actuarial losses of £54.5m in the six months ended 31 October 2012 (2011: £19.1m) on Group defined benefit schemes.

 

Related parties

 

Details of significant transactions and events in relation to related parties are given in note 19 to the condensed financial statements.

 

Principal risks and uncertainties

 

Like most businesses, there are a range of risks and uncertainties facing the Group. A brief summary is given below of those specific risks and uncertainties that the Directors believe could have the most significant impact on the Group's performance. These principal risks and uncertainties have not changed since the publication of the Group's 2012 Annual Report, where a more detailed explanation of the risks and uncertainties and how the Group manages these can be found on pages 8 to 12. These matters are not intended to be an exhaustive list of all possible risks and uncertainties. In assessing the Group's likely financial performance for the second half of the current financial year, these risks and uncertainties should be considered in addition to the matters referred to regarding seasonality in note 3 to the condensed financial statements, and the comments made later under the heading "current trading and outlook".

 

·; Catastrophic events- there is a risk that the Group is involved (directly or indirectly) in a major operational incident.

·; Terrorism - there is a risk that the demand for the Group's services could be adversely affected by a significant terrorist incident.

·; Economy - the economic environment in the geographic areas in which the Group operates affects the demand for the Group's bus and rail services.

·; Rail cost base- a substantial element of the cost base of the UK Rail division is essentially fixed as under its UK rail franchise agreements, the Group is obliged to provide a minimum level of train services and is less able to flex supply in response to changes in demand.

·; Sustainability of rail profit - there is a risk that the Group's revenue and profit could be significantly affected (either positively or negatively) as a result of the Group winning new UK rail franchises or failing to retain its existing franchises.

·; Breach of franchise- if the Group fails to comply with certain conditions as part of its rail franchise agreements it may be liable to penalties including potential termination of one or more of the rail franchise agreements.

·; Pension scheme funding - the Group participates in a number of defined benefit pension schemes, and there is a risk that the cash contributions required increase or decrease due to changes in factors such as investment performance, discount rates and life expectancies.

·; Insurance and claims environment - there is a risk that the cost to the Group of settling claims against it is significantly higher or lower than expected.

·; Regulatory changes and availability of public funding - there is a risk that changes to the regulatory environment or changes to the availability of public funding could affect the Group's prospects.

·; Management and board succession - there is a risk that the Group does not recruit and retain sufficient directors and managers with the skills important to the operation of the business.

·; Disease - there is a risk that demands for the Group's services could be adversely affected by a significant outbreak of disease.

·; Information technology- there is a risk that the Group's capability to make Internet sales either fails or cannot meet levels of demand.

·; Treasury risks- the Group is affected by changes in fuel prices, interest rates and exchange rates.

 

Going concern

 

On the basis of current financial projections and the facilities available, the Directors are satisfied that the Group has adequate resources to continue for the foreseeable future and, accordingly, consider it appropriate to adopt the going concern basis in preparing the condensed financial statements for the six months ended 31 October 2012.

 

Current trading and outlook

 

The Group has made a good start to the second half of its financial year ending 30 April 2013 and overall trading is in line with our expectations. The substantial increase in profit before tax in the first half of the year partly reflects East Midlands Trains not being entitled to revenue support in the first half of the prior year whereas it now is. The same growth in profit is not expected to occur in the second half because East Midlands Trains earned revenue support in the second half of last year but nevertheless, we still see good potential for some growth in full-year adjusted earnings per share.

 

We continue to see positive long-term prospects for public transport in the markets we operate with rising road congestion, increasing environmental awareness and higher car operating costs. As well as the potential for continued organic growth we see in our core businesses, our development of new products such as megabus.com and new ideas such as the South West Trains-Network Rail Alliance will build on the positive conditions for public transport. We welcome the review of UK rail franchising initiated by the UK Government and look forward to an improved rail franchising system that benefits passengers, tax payers and operators. Our overall emphasis remains on providing safe, reliable, high quality, good value bus, train and tram services, which in turn we believe can generate significant returns for our shareholders.

 

Sir Brian Souter

Chief Executive

5 December 2012

 

Responsibility Statement

 

We confirm that to the best of our knowledge:

 

(a) the condensed consolidated interim financial information contained in this document has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" as adopted by the European Union;

 

(b) the Chairman's statement and the interim management report contained in this document together include a fair review of the information required by the Financial Services Authority's Disclosure and Transparency Rules ("DTR") 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

 

(c) this document includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).

 

By order of and on behalf of the Board

 

 

 

 

Sir Brian Souter Martin Griffiths

Chief Executive Finance Director

5 December 2012 5 December 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cautionary statement

 

The preceding interim management report and Chairman's statement have been prepared for the shareholders of the Company, as a body, and no other persons. Their purpose is to assist shareholders of the Company to assess the strategies adopted by the Company and the potential for those strategies to succeed and for no other purpose. The interim management report and Chairman's statement contain forward-looking statements that are subject to risk factors associated with, amongst other things, the economic and business circumstances occurring from time to time in the countries, sectors and markets in which the Group operates. It is believed that the expectations reflected in these statements are reasonable but they may be affected by a wide range of variables that could cause actual results to differ materially from those currently anticipated. No assurances can be given that the forward-looking statements will be realised. The forward-looking statements reflect the knowledge and information available at the date of preparation. Nothing in the Chairman's statement or in the interim management report should be considered or construed as a profit forecast for the Group. Except as required by law, the Group has no obligation to update forward-looking statements or to correct any inaccuracies therein.

 

CONDENSED FINANCIAL STATEMENTS

 

CONSOLIDATED INCOME STATEMENT

 

Unaudited

Unaudited

6 months to 31 October 2012

6 months to 31 October 2011

Performance pre intangibles and exceptional items

Intangibles and exceptional items

(note 5)

Results for the period

Performance pre intangibles and exceptional items

Intangibles and exceptional items

(note 5)

Results for the period

 

Notes

£m

£m

£m

£m

£m

£m

Revenue

4(a)

1,403.3

-

1,403.3

1,293.7

-

1,293.7

Operating costs and other operating income

(1,278.3)

(4.7)

(1,283.0)

(1,206.3)

(4.3)

(1,210.6)

Operating profit of Group companies

4(b)

125.0

(4.7)

120.3

87.4

(4.3)

83.1

Share of profit of joint ventures after finance income and taxation

4(c)

17.0

(0.9)

16.1

18.8

(2.5)

16.3

Total operating profit: Group operating profit and share of joint ventures' profit after taxation

4(b)

142.0

(5.6)

136.4

106.2

(6.8)

99.4

Non-operating exceptional items

5

-

(2.0)

(2.0)

-

8.1

8.1

Profit before interest and taxation

142.0

(7.6)

134.4

106.2

1.3

107.5

Finance costs

(20.3)

-

(20.3)

(19.4)

-

(19.4)

Finance income

2.0

-

2.0

1.9

-

1.9

Profit before taxation

123.7

(7.6)

116.1

88.7

1.3

90.0

Taxation

(27.4)

1.4

(26.0)

(18.1)

1.3

(16.8)

Profit from continuing operations and profit after taxation for the period attributable to equity shareholders of the parent

96.3

(6.2)

90.1

70.6

2.6

73.2

 

Earnings per share from continuing and total operations

- Adjusted/Basic

7

16.8p

15.7p

10.1p

10.4p

- Adjusted diluted/Diluted

7

16.5p

15.4p

9.9p

10.3p

 

 

The accompanying notes form an integral part of this consolidated income statement.

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

Unaudited

Unaudited

6 months to

31 October

2012

6 months to

31 October

2011

£m

£m

Profit for the period attributable to equity shareholders of the parent

90.1

73.2

Other comprehensive (expense)/income

Foreign exchange differences on translation of foreign operations (net of hedging)

 

(1.6)

 

0.9

Actuarial losses on Group defined benefit pension schemes

(54.5)

(19.1)

Share of other comprehensive expense on joint ventures' cash flow hedges

 

(0.1)

 

(0.9)

Net fair value losses on cash flow hedges

(11.9)

(24.4)

(68.1)

(43.5)

 

Reclassifications to the income statement of items previously recognised in other comprehensive income

Cash flow hedges reclassified and reported in profit for the period

(7.8)

(16.0)

Tax on items taken directly to or transferred from equity

Tax effect of actuarial losses on Group defined benefit pension schemes

 

11.4

 

3.8

Tax effect of share of other comprehensive expense on joint ventures' cash flow hedges

 

-

 

0.3

Tax effect of cash flow hedges

4.7

10.6

16.1

14.7

Total comprehensive income for the period attributable to equity shareholders of the parent

30.3

28.4

 

 

 

CONSOLIDATED BALANCE SHEET (STATEMENT OF FINANCIAL POSITION)

 

Unaudited

Audited

 

 

Notes

As at

31 October 2012

£m

As at

30 April 2012

£m

ASSETS

Non-current assets

Goodwill

8

110.5

91.4

Other intangible assets

9

33.1

17.5

Property, plant and equipment

10

1,042.7

961.6

Interests in joint ventures

11

64.2

56.6

Available for sale and other investments

2.5

2.3

Derivative instruments at fair value

0.9

1.6

Retirement benefit asset

13

3.2

17.0

Other receivables

16.1

16.4

 

1,273.2

1,164.4

Current assets

Inventories

21.6

22.2

Trade and other receivables

239.8

221.2

Derivative instruments at fair value

7.4

20.8

Foreign tax recoverable

-

0.4

Cash and cash equivalents

269.4

241.0

 

538.2

505.6

Total assets

4(d)

1,811.4

1,670.0

LIABILITIES

Current liabilities

Trade and other payables

572.3

543.4

Current tax liabilities

45.4

23.6

Borrowings

54.5

55.9

Derivative instruments at fair value

6.3

0.6

Provisions

57.0

57.2

 

735.5

680.7

Non-current liabilities

Other payables

26.9

22.2

Borrowings

789.9

721.0

Derivative instruments at fair value

1.7

0.4

Deferred tax liabilities

26.8

40.0

Provisions

122.5

121.9

Retirement benefit obligations

13

166.3

141.1

 

1,134.1

1,046.6

Total liabilities

4(d)

1,869.6

1,727.3

Net liabilities

4(d)

(58.2)

(57.3)

EQUITY

Ordinary share capital

14

3.2

3.2

Share premium account

8.4

8.4

Retained earnings

(472.7)

(489.7)

Capital redemption reserve

422.8

422.8

Own shares

(19.5)

(18.2)

Translation reserve

0.5

2.1

Cash flow hedging reserve

(0.9)

14.1

Total equity

(58.2)

(57.3)

 

The retained earnings deficit of £472.7m (30 April 2012: £489.7m) is the consolidated position. The holding company's distributable reserves as at 31 October 2012 under UK GAAP were £179.9m (30 April 2012: £226.2m).

 

The accompanying notes form an integral part of this consolidated balance sheet.

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

Ordinary share capital

£m

Share premium

account

£m

 

Retained earnings

£m

Capital redemption reserve

£m

 

 

Own shares

£m

 

Translation reserve

£m

Cash flow hedging reserve

£m

 

Total

equity

£m

Balance at 30 April 2012 and 1 May 2012

3.2

8.4

(489.7)

422.8

(18.2)

2.1

14.1

(57.3)

Profit for the period

-

-

90.1

-

-

-

-

90.1

Other comprehensive expense, net of tax

-

-

(43.2)

-

-

(1.6)

(15.0)

(59.8)

Total comprehensive income/(expense)

-

-

46.9

-

-

(1.6)

(15.0)

30.3

Own ordinary shares purchased

-

-

-

-

(2.3)

-

-

(2.3)

Own ordinary shares sold

-

-

-

-

1.0

-

-

1.0

Credit in relation to equity-settled share based payments

-

-

1.1

-

-

-

-

1.1

Dividend paid on ordinary shares

-

-

(31.0)

-

-

-

-

(31.0)

Balance at 31 October 2012

3.2

8.4

(472.7)

422.8

(19.5)

0.5

(0.9)

(58.2)

 

 

Balance at 30 April 2011 and 1 May 2011

7.1

9.8

(217.4)

416.3

(14.6)

1.7

43.3

246.2

Profit for the period

-

-

73.2

-

-

-

-

73.2

Other comprehensive (expense)/income, net of tax

-

-

(15.9)

-

-

0.9

(29.8)

(44.8)

Total comprehensive income/(expense)

-

-

57.3

-

-

0.9

(29.8)

28.4

Own ordinary shares sold

-

-

-

-

0.1

-

-

0.1

Preference shares redeemed

-

-

(2.6)

2.6

-

-

-

-

Credit in relation to equity-settled share based payments

-

-

2.1

-

-

-

-

2.1

Return of cash to shareholders

(3.9)

(1.4)

(338.5)

3.9

-

-

-

(339.9)

Dividend paid on ordinary shares

-

-

(35.2)

-

-

-

-

(35.2)

Balance at 31 October 2011

3.2

8.4

(534.3)

422.8

(14.5)

2.6

13.5

(98.3)

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

Unaudited

Unaudited

6 months to

31 October

2012

6 months to

31 October

2011

Notes

£m

£m

Cash flows from operating activities

Cash generated by operations

15

189.5

162.2

Interest paid

(7.3)

(5.2)

Interest received

1.6

1.8

Dividends received from joint ventures

8.7

11.4

Net cash flows from operating activities

192.5

170.2

Tax paid

(1.2)

(10.3)

Net cash from operating activities after tax

191.3

159.9

Cash flows from investing activities

Acquisition of subsidiaries, net of cash acquired

12

(86.2)

(1.3)

Disposals and closures of subsidiaries and other businesses, net of cash disposed of

 

-

 

9.5

Purchase of property, plant and equipment

(119.5)

(99.9)

Disposal of property, plant and equipment

36.2

43.1

Purchase of intangible assets

(0.7)

(0.2)

Purchase of other investments

(0.2)

-

Net cash outflow from investing activities

(170.4)

(48.8)

Cash flows from financing activities

Redemption of 'B' shares

-

(2.6)

Purchase of and dividends paid on 'D' shares ("Return of Cash")

-

(338.5)

Costs of Return of Cash

-

(1.2)

Investment in own ordinary shares by employee share ownership trusts

 

(2.3)

 

-

Sale of own ordinary shares by employee share ownership trusts

1.0

0.1

Repayments of hire purchase and lease finance

(26.2)

(47.0)

US$150m bonds issued

93.1

-

Drawdown of other borrowings

172.0

199.9

Repayment of other borrowings

(197.6)

(0.1)

Dividends paid on ordinary shares

6

(31.0)

(35.2)

Sale of tokens

0.2

0.2

Redemption of tokens

(0.5)

(1.3)

Net cash from financing activities

8.7

(225.7)

Net increase/(decrease) in cash and cash equivalents

29.6

(114.6)

Cash and cash equivalents at the beginning of the period

241.0

358.3

Exchange rate effects

(1.2)

0.5

Cash and cash equivalents at the end of the period

269.4

244.2

 

Cash and cash equivalents for the purposes of the consolidated cash flow statement comprise cash at bank and in hand, overdrafts and other short-term highly liquid investments with maturities at the balance sheet date of twelve months or less.

 

The accompanying notes form an integral part of this consolidated statement of cash flows.

NOTES

 

1

BASIS OF PREPARATION

 

The condensed consolidated interim financial information for the six months ended 31 October 2012 has been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority and International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union. The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 30 April 2012, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The accounting policies and methods of computation applied in the consolidated interim financial information are consistent with those of the annual financial statements for the year ended 30 April 2012, as described on pages 55 to 62 of the Group's 2012 annual report which can be found on the Stagecoach Group website at http://www.stagecoach.com/investors/financial-analysis/reports/.

 

This condensed consolidated interim financial information for the six months ended 31 October 2012 has not been audited, nor has the comparative financial information for the six months ended 31 October 2011 but they have both been reviewed by the auditors. The comparative financial information presented in this announcement for the year ended 30 April 2012 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006 and does not reflect all of the information contained in the Company's annual financial statements. The annual financial statements for the year ended 30 April 2012, which were approved by the Board of Directors on 26 June 2012, received an unqualified audit report, did not contain an emphasis of matter paragraph, did not contain a statement under section 498(2) or (3) of the Companies Act 2006 and have been filed with the Registrar of Companies.

 

The Board of Directors approved this announcement, including the condensed consolidated interim financial information, on 5 December 2012. This announcement will shortly be available on the Group's website at http://www.stagecoach.com/investors/financial-analysis/reports/.

 

New standards, amendments to standards and interpretations that are mandatory for the first time for the financial year beginning 1 May 2012 do not have any significant effect on the consolidated financial statements of the Group.

 

As explained in the Group's 2012 Annual Report, the Group will be required to apply the new version of International Accounting Standard 19 ("IAS 19"), "Employee Benefits", to its financial statements for the year ending 30 April 2014 and re-state comparative amounts accordingly. Had the new IAS 19 been applied to the Group's financial statements for the six months ended 31 October 2012, the revenue, consolidated balance sheet and the consolidated statement of cash flows would have been the same as is reported in this announcement and the segmental operating profit and profit from continuing operations would have been affected as follows:

 

 

Reported profit

Effect of

applying

new IAS 19

Pro forma

profit including

new IAS 19

 

£m

£m

£m

 

Operating Profit

UK Bus (regional operations)

87.2

(10.4)

76.8

UK Bus (London)

9.6

(1.3)

8.3

North America

13.7

0.1

13.8

Total bus operations

110.5

(11.6)

98.9

UK Rail

22.7

(4.2)

18.5

133.2

(15.8)

117.4

Group overheads

(7.8)

(0.4)

(8.2)

Intangible asset expenses

(4.7)

-

(4.7)

Restructuring costs

(0.4)

-

(0.4)

Total operating profit of Group companies

120.3

(16.2)

104.1

Share of joint ventures' profit after finance income and taxation

16.1

(1.7)

14.4

Total operating profit: Group operating profit and share of joint ventures' profit after taxation

 

136.4

 

(17.9)

 

118.5

Non-operating exceptional items

(2.0)

-

(2.0)

Profit before interest and taxation

134.4

(17.9)

116.5

Finance charges (net)

(18.3)

(3.9)

(22.2)

Profit before taxation

116.1

(21.8)

94.3

Taxation

(26.0)

4.8

(21.2)

Profit after taxation

90.1

(17.0)

73.1

Adjusted earnings per share (pence)

16.8

(3.0)

13.8

 

 

2

FOREIGN CURRENCIES

 

The principal rates of exchange used to translate the results of foreign operations are as follows:

 

6 months to

31 October

2012

6 months to

31 October

2011

Year to

30 April

2012

US Dollar:

Period end rate

1.6111

1.6141

1.6239

Average rate

1.5834

1.6099

1.5931

Canadian Dollar:

Period end rate

1.6103

1.6032

1.6043

Average rate

1.5852

1.5847

1.5860

 

 

3

SEASONALITY

 

The Group's North American bus operations and the Twin America joint venture typically earn higher operating profit for the first half of the financial year (i.e. the six months ended 31 October) than for the second half. This is because leisure customers generate an element of the revenue with demand being at its strongest in the summer months.

 

In the current financial year to 30 April 2013, the revenue and operating profit that the UK Bus (regional operations) earned from the contracts related to the 2012 Olympic and Paralympic Games all fell within the first half of the financial year. Also, the current West Coast rail franchise operated by Virgin Rail Group ends on 8 December 2012 and any new contract for the period from 9 December 2012 is likely to be on different commercial terms.

 

4

SEGMENTAL ANALYSIS

 

The Group is managed, and reports internally, on a basis consistent with its four continuing operating segments, being UK Bus (regional operations), UK Bus (London), North America and UK Rail. The Group's IFRS accounting policies are applied consistently, where appropriate, to each segment.

The segmental information provided in this note is on the basis of four operating segments as follows:

 

Segment name

Service operated

Countries of operation

UK Bus (regional operations)

Coach and bus operations

United Kingdom

UK Bus (London)

Bus operations

United Kingdom

North America

Coach and bus operations

USA and Canada

UK Rail

Rail operations

United Kingdom

 

The basis of segmentation is consistent with the Group's last annual financial statements for the year ended 30 April 2012.

 

The Group has interests in three joint ventures: Virgin Rail Group that operates in UK Rail, Citylink that operates in UK Bus (regional operations) and Twin America that operates in North America. The results of these joint ventures are shown separately in note 4(c).

 

(a)

Revenue

 

Due to the nature of the Group's business, the origin and destination of revenue is the same in all cases except in respect of an immaterial amount of revenue for services operated by UK Bus (regional operations) between the UK and mainland Europe. As the Group sells bus and rail services to individuals, it has few customers that are individually "major". Its major customers are typically public bodies that subsidise or procure transport services - such customers include local authorities, transport authorities and the UK Department for Transport.

 

Revenue split by segment was as follows:

 

Unaudited

Unaudited

6 months to

31 October

2012

6 months to

31 October

2011

£m

£m

Continuing operations

UK Bus (regional operations)

488.3

450.9

UK Bus (London)

116.4

117.1

North America

199.8

164.1

Total bus operations

804.5

732.1

UK Rail

599.9

562.6

Total Group revenue

1,404.4

1,294.7

Intra-Group revenue - UK Bus (regional operations)

(1.1)

(1.0)

Reported Group revenue

1,403.3

1,293.7

 

 

4

SEGMENTAL ANALYSIS (CONTINUED)

 

(b)

Operating profit

 

Operating profit split by segment was as follows:

 

Unaudited

Unaudited

6 months to 31 October 2012

6 months to 31 October 2011

Performance pre intangibles and exceptional items

Intangibles and exceptional items

(note 5)

Results for the period

Performance pre intangibles and exceptional items

Intangibles and exceptional items

(note 5)

Results for the period

 

 

£m

£m

£m

£m

£m

£m

Continuing operations

UK Bus (regional operations)

87.2

-

87.2

80.0

-

80.0

UK Bus (London)

9.6

-

9.6

5.5

-

5.5

North America

13.7

-

13.7

15.3

-

15.3

Total bus operations

110.5

-

110.5

100.8

-

100.8

UK Rail

22.7

-

22.7

(6.9)

-

(6.9)

133.2

-

133.2

93.9

-

93.9

Group overheads

(7.8)

-

(7.8)

(5.0)

-

(5.0)

Intangible asset expenses

-

(4.7)

(4.7)

-

(4.3)

(4.3)

Restructuring costs

(0.4)

-

(0.4)

(1.5)

-

(1.5)

Total operating profit of Group companies

125.0

(4.7)

120.3

87.4

(4.3)

83.1

Share of joint ventures' profit after finance income and taxation

 

17.0

 

(0.9)

 

16.1

 

18.8

 

(2.5)

 

16.3

Total operating profit:

Group operating profit and share of joint ventures' profit after taxation

142.0

(5.6)

136.4

106.2

(6.8)

99.4

 

 

(c)

Joint ventures

 

The share of profit from joint ventures was further split as follows:

 

Unaudited

Unaudited

6 months to 31 October 2012

6 months to 31 October 2011

Performance pre intangibles and exceptional items

Intangibles and exceptional items

(note 5)

Results for the period

Performance pre intangibles and exceptional items

Intangibles and exceptional items

(note 5)

Results for the period

 

 

£m

£m

£m

£m

£m

£m

Virgin Rail Group (UK Rail)

Operating profit

8.1

-

8.1

12.2

-

12.2

Finance income (net)

0.1

-

0.1

0.1

-

0.1

Taxation

(2.0)

-

(2.0)

(3.2)

-

(3.2)

6.2

-

6.2

9.1

-

9.1

Goodwill charged on investment in continuing joint ventures

-

(0.9)

(0.9)

-

(2.5)

(2.5)

6.2

(0.9)

5.3

9.1

(2.5)

6.6

Citylink (UK Bus, regional operations)

Operating profit

1.2

-

1.2

1.7

-

1.7

Taxation

(0.3)

-

(0.3)

(0.5)

-

(0.5)

0.9

-

0.9

1.2

-

1.2

Twin America (North America)

Operating profit

10.2

-

10.2

8.8

-

8.8

Taxation

(0.3)

-

(0.3)

(0.3)

-

(0.3)

9.9

-

9.9

8.5

-

8.5

Share of profit of joint ventures after finance income and taxation

 

17.0

 

(0.9)

 

16.1

 

18.8

 

(2.5)

 

16.3

 

4

SEGMENTAL ANALYSIS (CONTINUED)

 

(d)

Gross assets and liabilities

 

Assets and liabilities split by segment were as follows:

 

Unaudited

Audited

As at 31 October 2012

As at 30 April 2012

Gross assets

Gross liabilities

Net assets / (liabilities)

Gross assets

Gross liabilities

Net assets / (liabilities)

£m

£m

£m

£m

£m

£m

Continuing operations

UK Bus (regional operations)

734.9

(281.0)

453.9

740.7

(261.9)

478.8

UK Bus (London)

104.6

(85.6)

19.0

117.3

(84.2)

33.1

North America

392.2

(97.4)

294.8

261.6

(78.4)

183.2

UK Rail

222.9

(443.2)

(220.3)

232.4

(417.3)

(184.9)

1,454.6

(907.2)

547.4

1,352.0

(841.8)

510.2

Central functions

23.2

(45.8)

(22.6)

20.0

(45.0)

(25.0)

Joint ventures

64.2

-

64.2

56.6

-

56.6

Borrowings and cash

269.4

(844.4)

(575.0)

241.0

(776.9)

(535.9)

Taxation

-

(72.2)

(72.2)

0.4

(63.6)

(63.2)

Total

1,811.4

(1,869.6)

(58.2)

1,670.0

(1,727.3)

(57.3)

 

 

5

EXCEPTIONAL ITEMS AND INTANGIBLE ASSET EXPENSES

 

The Group separately highlights intangible asset expenses and exceptional items. Exceptional items are defined in note 21.

 

The items shown in the column headed "Intangibles and exceptional items" on the face of the consolidated income statement for the six months ended 31 October 2012 and six months ended 31 October 2011 can be further analysed as follows:

 

Unaudited

Unaudited

6 months to 31 October 2012

6 months to 31 October 2011

Exceptional items

Intangible asset expenses

Intangibles and exceptional items

Exceptional items

Intangible asset expenses

Intangibles and exceptional items

£m

£m

£m

£m

£m

£m

Operating costs

Intangible asset expenses

-

(4.7)

(4.7)

-

(4.3)

(4.3)

Share of profit of joint ventures

Goodwill charged on investment in joint ventures

-

(0.9)

(0.9)

-

(2.5)

(2.5)

Non-operating exceptional items

Loss on disposal of properties

(0.1)

-

(0.1)

-

-

-

Net gain on disposal of businesses

-

-

-

8.1

-

8.1

Adjustments to assets and liabilities relating to previous acquisitions and disposals

 

(0.5)

 

-

 

(0.5)

 

-

 

-

 

-

Expenses incurred in relation to acquisition of Coach America coach businesses

 

(1.4)

 

-

 

(1.4)

 

-

 

-

 

-

Non-operating exceptional items

(2.0)

-

(2.0)

8.1

-

8.1

Intangible asset expenses and exceptional items

(2.0)

(5.6)

(7.6)

8.1

(6.8)

1.3

Tax effect

-

1.4

1.4

-

1.3

1.3

Intangible asset expenses and exceptional items after taxation

 

(2.0)

 

(4.2)

 

(6.2)

 

8.1

 

(5.5)

 

2.6

 

6

DIVIDENDS

 

Dividends on ordinary shares are shown below.

 

Unaudited

Unaudited

Audited

Unaudited

Unaudited

Audited

6 months to 31 October 2012

6 months to 31 October 2011

Year to

30 April 2012

6 months to 31 October 2012

6 months to 31 October 2011

Year to

30 April 2012

pence per share

pence per share

pence per share

£m

£m

£m

Amounts recognised as distributions in the period

Dividends on ordinary shares:

Final dividend in respect of the previous period

5.4

4.9

4.9

31.0

35.2

35.2

Interim dividend in respect of the current period

-

-

2.4

-

-

13.8

Amounts recognised as distributions to equity holders in the period

5.4

4.9

7.3

31.0

35.2

49.0

Dividends declared or proposed but neither paid nor included as liabilities in the financial statements

Dividends on ordinary shares:

Final dividend in respect of the current period

-

-

5.4

-

-

31.0

Interim dividend in respect of the current period

2.6

2.4

-

14.9

13.8

-

2.6

2.4

5.4

14.9

13.8

31.0

 

 

The interim ordinary dividend of 2.6p per ordinary share was declared by the Board of Directors on 5 December 2012 and has not been included as a liability as at 31 October 2012. It is payable on 6 March 2013 to shareholders on the register at close of business on 8 February 2013.

 

 

7

EARNINGS PER SHARE

 

Basic earnings per share ("EPS") have been calculated by dividing the profit attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period, excluding any ordinary shares held by employee share ownership trusts.

 

The diluted earnings per share was calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares in relation to share based payment arrangements and long-term incentive plans.

 

 

Unaudited

Unaudited

6 months to

31 October

2012

6 months to

31 October

2011

No. of shares

million

No. of shares

million

Basic weighted average number of ordinary shares

573.7

702.0

Dilutive ordinary shares

- Long Term Incentive Plan

7.9

5.1

- Executive Participation Plan

3.8

4.0

Diluted weighted average number of ordinary shares

585.4

711.1

 

 

 

Unaudited

Unaudited

6 months to

31 October

2012

6 months to

31 October

2011

Notes

£m

£m

Profit after taxation (for basic EPS calculation)

90.1

73.2

Intangible asset expenses

5

5.6

6.8

Exceptional items before tax

5

2.0

(8.1)

Tax effect of intangible asset expenses and exceptional items

5

(1.4)

(1.3)

Profit for adjusted EPS calculation

96.3

70.6

 

 

Earnings per share before intangible asset expenses and exceptional items is calculated after adding back intangible asset expenses and exceptional items after taking account of taxation, as shown on the consolidated income statement. This has been presented to allow shareholders to gain a clearer understanding of underlying performance. The basic and diluted earnings per share can be further analysed as follows:

 

Unaudited

6 months to 31 October 2012

6 months to 31 October 2011

Earnings

£m

 

Weighted average number of shares

million

Earnings per share

pence

Earnings

£m

 

Weighted average number of shares

million

Earnings per share

pence

Basic

- Continuing and total operations

90.1

573.7

15.7

73.2

702.0

10.4

Adjusted basic

- Continuing and total operations

96.3

573.7

16.8

70.6

702.0

10.1

Diluted

- Continuing and total operations

90.1

585.4

15.4

73.2

711.1

10.3

Adjusted diluted

- Continuing and total operations

96.3

585.4

16.5

70.6

711.1

9.9

 

 

 

8

GOODWILL

 

The movements in goodwill were as follows:

 

Unaudited

Unaudited

Audited

6 months to

31 October

2012

6 months to

31 October

2011

Year to

30 April

2012

£m

£m

£m

Net book value at beginning of period

91.4

95.3

95.3

Acquired through business combinations

19.0

-

0.7

Disposals

-

-

(1.7)

Impairment

-

-

(4.6)

Foreign exchange movements

0.1

1.9

1.7

At end of period

110.5

97.2

91.4

 

 

 

9

OTHER INTANGIBLE ASSETS

 

The movements in other intangible assets were as follows:

 

Unaudited

Unaudited

Audited

6 months to

31 October

2012

6 months to

31 October

2011

Year to

30 April

2012

£m

£m

£m

Cost at beginning of period

72.7

70.2

70.2

Additions

0.7

0.2

2.6

Acquired through business combinations

19.5

0.1

-

Disposals

-

(0.3)

(0.2)

Foreign exchange movements

0.1

(0.3)

0.1

Cost at end of period

93.0

69.9

72.7

Accumulated amortisation at beginning of period

(55.2)

(46.0)

(46.0)

Amortisation charged to income statement

(4.7)

(4.3)

(9.1)

Disposals

-

0.1

-

Foreign exchange movements

-

-

(0.1)

Accumulated amortisation at end of period

(59.9)

(50.2)

(55.2)

Net book value at beginning of period

17.5

24.2

24.2

Net book value at end of period

33.1

19.7

17.5

 

 

 

10

PROPERTY, PLANT AND EQUIPMENT

 

The movements in property, plant and equipment were as follows:

 

Unaudited

Unaudited

Audited

6 months to

31 October

2012

6 months to

31 October

2011

Year to

30 April

2012

£m

£m

£m

Cost at beginning of period

1,610.5

1,536.1

1,536.1

Additions

127.1

98.3

214.7

Acquired through business combinations

47.7

1.2

1.6

Disposals

(63.6)

(66.1)

(122.3)

Disposal of subsidiaries

-

-

(25.2)

Foreign exchange movements

0.2

7.2

5.6

Cost at end of period

1,721.9

1,576.7

1,610.5

Depreciation at beginning of period

(648.9)

(611.8)

(611.8)

Depreciation charged to income statement

(52.3)

(46.5)

(99.9)

Disposals

22.8

23.1

56.3

Disposal of subsidiaries

-

-

10.3

Foreign exchange movements

(0.8)

(4.2)

(3.8)

Depreciation at end of period

(679.2)

(639.4)

(648.9)

Net book value at beginning of period

961.6

924.3

924.3

Net book value at end of period

1,042.7

937.3

961.6

 

 

11

INTERESTS IN JOINT VENTURES

 

The movements in the carrying values of interests in joint ventures were as follows:

 

Unaudited

Unaudited

Audited

6 months to

31 October

2012

6 months to

31 October

2011

Year to

30 April

2012

£m

£m

£m

Cost at beginning of period

113.1

111.4

111.4

Share of recognised profit

17.0

18.8

27.6

Share of actuarial losses on defined benefit schemes, net of tax

-

-

(0.3)

Share of other comprehensive expense on cash flow hedges, net of tax

(0.1)

(0.6)

(1.0)

Dividends received in cash

(8.7)

(11.4)

(25.8)

Foreign exchange movements

0.3

1.5

1.2

Cost at end of period

121.6

119.7

113.1

Amounts written off at beginning of period

(56.5)

(53.3)

(53.3)

Goodwill charged to income statement

(0.9)

(2.5)

(3.2)

Amounts written off at end of period

(57.4)

(55.8)

(56.5)

Net book value at beginning of period

56.6

58.1

58.1

Net book value at end of period

64.2

63.9

56.6

 

A loan payable to Scottish Citylink Coaches Limited of £1.7m (30 April 2012: £1.7m) is included within current liabilities under the caption "Trade and other payables".

 

12

BUSINESS COMBINATIONS AND DISPOSALS

 

The only significant acquisition or disposal of businesses in the six months ended 31 October 2012 was the acquisition from Coach America Holdings, Inc. Details of acquisitions and disposals completed in earlier periods are given in the Group's annual reports for the relevant periods.

 

Details of one completed acquisition and two planned acquisitions announced since 31 October 2012 are provided in note 20. The Group took control of one of the businesses only a few days prior to this announcement and has not taken control of the other two businesses and therefore detailed disclosures of the acquisition-date assets and liabilities cannot be provided.

 

Acquisition from Coach America Holdings, Inc.

 

On 20 July 2012, a number of Stagecoach subsidiaries completed the acquisition of certain bus businesses and assets from Coach America Holdings, Inc. The acquired businesses include contract, line-run, charter and sightseeing operations. They extended the Group's geographical footprint into Texas, California, Georgia, Ohio, Wyoming, Nevada, Maryland and Oregon.

 

The cash paid in respect of the acquisition was US$134.2m (£84.8m), of which US$131.2m (£82.9m) was paid to the sellers in cash and US$3.0m (£1.8m) is being held in an escrow account pending the finalisation of a potential adjustment to the purchase price based on the acquisition-date working capital of the acquired businesses. The Group also acquired a further 79 vehicles from Coach America Holdings, Inc for a cash consideration of US$25.9m, and this has been treated as additions to property, plant and equipment in the six months ended 31 October 2012.

 

The Group believes that there was a compelling rationale for acquiring the businesses at the price paid. It enabled the Group to expand its presence in North America at a reasonable price and provides it with depot infrastructure in new locations where it can further expand its low-cost megabus.com coach network.

 

The acquisition was only completed three months before the balance sheet date of 31 October 2012. The initial accounting for the business combination is therefore incomplete as at 31 October 2012 and is based on provisional amounts.

 

Goodwill of US$30.1m (£19.0m) arose on the acquisition and represents:

 

·; the benefits that the Group expects to obtain from operating new types of services, such as megabus.com, from the acquired depot infrastructure;

·; the benefits that the Group expects to obtain from synergies with its other businesses;

·; the benefits that the Group expects to obtain from applying its own management expertise to improve the operational and financial performance of the acquired business;

·; the value of the assembled workforce of the businesses and;

·; the value of the arrangements with customers, over and above the existing contracts for particular bus services, but which cannot be reliably valued as separate assets.

All of the goodwill arising from the acquisition is expected to be deductible for tax purposes.

 

The revenue and operating profit before intangible asset expenses and exceptional items of the acquired business recognised in the consolidated income statement for the period from the acquisition date of 23 July 2012 to 31 October 2012 was US$47.9m (£30.3m) and US$5.4m (£3.4m) respectively.

 

The consolidated revenue for the period of the Group for the six months ended 31 October 2012 would have been £1,428.9m had the acquisition occurred on 1 May 2012. The equivalent consolidated operating profit of wholly owned operations before intangible asset expenses and exceptional items for the period would have been £2.9m higher at £127.9m.

 

 

12

BUSINESS COMBINATIONS AND DISPOSALS (CONTINUED)

 

The provisional fair value of the net assets of the businesses acquired is as follows:

 

£m

Intangible assets

 - Customer contracts

18.5

 - Operating leases favourable to market terms

1.0

Property, plant and equipment

- Land and buildings

4.2

- Passenger service vehicles

43.5

Inventory

1.1

Trade and other receivables

12.8

Trade and other payables

(13.0)

Borrowings

(1.0)

Provisions

- Environmental provisions

(0.7)

- Acquired customer contracts

(0.6)

Fair value of net assets acquired, excluding goodwill

65.8

Goodwill arising on acquisition

19.0

Total consideration (settled in cash)

84.8

Expenses relating to the acquisition (note 5)

1.4

Total cash outflow relating to acquisition

86.2

 

There are no material receivables that are considered to be uncollectable as at the date of acquisition.

 

 

13

RETIREMENT BENEFITS

 

The Group contributes to a number of pension schemes. The principal defined benefit occupational benefit schemes are as follows:

 

·;

Stagecoach Pension Schemes ("SPS") comprising the Stagecoach Group Pension Scheme and the East London and Selkent Pension Scheme;

·;

The South West Trains section of the Railways Pension Scheme ("RPS");

·;

The Island Line section of the Railways Pension Scheme ("RPS");

·;

The East Midlands Trains section of the Railways Pension Scheme ("RPS"); and

·;

A number of UK Local Government Pension Schemes ("LGPS");

 

The Directors believe that separate consideration should be given to RPS as the Group has no rights or obligations in respect of sections of the scheme following expiry of the related franchises. In addition, under the terms of RPS, any fund deficit or surplus is shared by the employer (60%) and the employees (40%) in accordance with the shared cost nature of RPS. The employees' share of the deficit (or surplus) is reflected as an adjustment to the RPS liabilities (or assets). Therefore the liability (or asset) recognised for the relevant sections of RPS reflects that part of the net deficit (or surplus) of each section that the employer is obliged to fund (or expected to recover) over the life of the franchise to which the section relates. The "franchise adjustment" is the portion of the deficit (or surplus) that is expected to exist at the end of the franchise and for which the Group will not be obliged to fund (or entitled to recover).

 

In addition, the Group contributes to a number of defined contribution schemes covering UK and non-UK employees.

 

13

RETIREMENT BENEFITS (CONTINUED)

 

The movements for the six months ended 31 October 2012 in the net pre-tax liabilities recognised in the balance sheet were as follows:

 

SPS

£m

RPS

£m

LGPS

£m

Other

£m

Unfunded plans

£m

Total

£m

Liability at beginning of period

58.9

42.8

14.7

3.4

4.3

124.1

Current service cost

9.2

14.7

0.7

-

-

24.6

Interest cost

28.2

13.8

7.2

0.3

-

49.5

Expected return on plan assets

(38.4)

(15.6)

(9.2)

0.1

-

(63.1)

Unwinding of franchise adjustment

-

(2.2)

-

-

-

(2.2)

Employers' contributions

(9.2)

(12.7)

(2.2)

-

(0.2)

(24.3)

Actuarial losses/(gains)

53.0

1.5

(0.1)

(0.1)

0.2

54.5

Liability at end of period

101.7

42.3

11.1

3.7

4.3

163.1

 

The net liability at 31 October 2012 shown above is presented in the consolidated balance sheet as:

 

Total

£m

Retirement benefit asset

(3.2)

Retirement benefit obligations

166.3

Net retirement benefit liability

163.1

 

14

ORDINARY SHARE CAPITAL

 

At 31 October 2012, there were 576,099,960 ordinary shares in issue (30 April 2012: 576,099,960).

 

The balance on the share capital account represents the aggregate nominal value of all ordinary shares in issue.

 

The Group operates two Employee Share Ownership Trusts: the Stagecoach Group Qualifying Employee Share Ownership Trust ("QUEST") and the Stagecoach Group Employee Benefit Trust ("EBT"). Shares held by these trusts are treated as a deduction from equity in the Group's financial statements. Other assets and liabilities of the trusts are consolidated in the Group's financial statements as if they were assets and liabilities of the Group. As at 31 October 2012, the QUEST held 300,634 (30 April 2012: 300,634) ordinary shares in the Company and the EBT held 1,731,055 (30 April 2012: 2,295,204) ordinary shares in the Company. The trusts have waived dividends on the shares they hold.

 

On 10 October 2011, a share capital consolidation took place that replaced every 5 existing ordinary shares with 4 new ordinary shares. The effect of this share capital consolidation changed the par value of an ordinary share from 56/57 pence to 125/228 pence.

 

Also on 10 October 2011, shareholders received 1 'D' share for each existing ordinary share held. This was a means of returning cash to shareholders. The 'D' shares were subsequently dealt with as follows:

·; A dividend of 47 pence per 'D' share was paid on 180,922,880 'D' shares, with the dividend paid to holders on 21 October 2011. These 'D' shares were then converted to deferred shares. The deferred shares have been subsequently cancelled.

·; 539,202,070 'D' shares were purchased by the Company for 47 pence each and the proceeds paid to shareholders on 21 October 2011. These 'D' shares have been subsequently cancelled.

·; No 'D' shares remained in issue as at 31 October 2011 or 31 October 2012.

 

 

15

RECONCILIATION OF OPERATING PROFIT TO CASH GENERATED BY OPERATIONS

 

The operating profit of Group companies reconciles to cash generated by operations as follows:

 

Unaudited

Unaudited

6 months to

31 October

2012

6 months to

31 October

2011

£m

£m

Operating profit of Group companies

120.3

83.1

Depreciation

52.3

46.5

Loss/(gain) on disposal of plant and equipment

0.6

(0.1)

Intangible asset expenses

4.7

4.3

Equity-settled share based payment expense

1.1

2.1

Operating cashflows before working capital movements

179.0

135.9

Decrease/(increase) in inventories

1.7

(0.6)

(Increase)/decrease in receivables

(0.6)

3.3

Increase in payables

27.7

38.6

Decrease in provisions

(2.8)

(0.3)

Differences between employer contributions and amounts recognised in the income statement

 

(15.5)

 

(14.7)

Cash generated by operations

189.5

162.2

 

During the period, the Group entered into hire purchase and finance lease arrangements in respect of new assets with a total capital value at inception of the contracts of £14.9m (31 October 2011: £8.7m). After taking account of deposits paid up-front, new hire purchase and finance lease liabilities of £14.1m (31 October 2011: £7.9m) were recognised.

 

16

RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT

 

The movement in cash reconciles to the movement in net debt as follows:

 

 

Unaudited

Unaudited

6 months to

31 October

2012

6 months to

31 October

2011

Notes

£m

£m

Increase/(decrease) in cash

29.6

(114.6)

Cash flow from movement in borrowings

(41.3)

(145.3)

(11.7)

(259.9)

Debt assumed in business combinations

(1.0)

-

New hire purchase and finance leases

(14.1)

(7.9)

Foreign exchange movements

(1.1)

(3.5)

Other movements

(0.3)

(0.2)

Increase in net debt

(28.2)

(271.5)

Opening net debt

17

(523.8)

(280.9)

Closing net debt

17

(552.0)

(552.4)

 

 

17

ANALYSIS OF NET DEBT

 

IFRS does not explicitly define "net debt". The analysis provided below therefore shows the analysis of net debt as defined in note 21. The analysis below further shows the other items classified as net borrowings in the consolidated balance sheet.

 

Opening

£m

Cashflows

£m

New hire purchase and finance leases

£m

Business combinations

£m

Foreign exchange movements

£m

Charged to income statement/

Other

£m

Closing

£m

Cash and cash equivalents

221.2

30.0

-

-

(1.2)

-

250.0

Cash collateral

19.8

(0.4)

-

-

-

-

19.4

Hire purchase and finance lease obligations

 

(190.2)

 

26.2

 

(14.1)

 

(1.0)

 

(0.4)

 

-

 

(179.5)

Bank loans and loan stock

(176.3)

25.6

-

-

0.4

-

(150.3)

Bonds

(398.3)

(93.1)

-

-

0.1

(0.3)

(491.6)

Net debt

(523.8)

(11.7)

(14.1)

(1.0)

(1.1)

(0.3)

(552.0)

Accrued interest on bonds

(8.6)

-

-

-

-

(11.7)

(20.3)

Unamortised gain on early settlement of interest rate swaps

 

(3.5)

 

-

 

-

 

-

 

-

 

0.8

 

(2.7)

Net borrowings (IFRS)

(535.9)

(11.7)

(14.1)

(1.0)

(1.1)

(11.2)

(575.0)

 

The cash collateral balance as at 31 October 2012 of £19.4m (30 April 2012: £19.8m) comprises balances held in trust in respect of loan notes of £18.5m (30 April 2012: £18.7m) and North America restricted cash balances of £0.9m (30 April 2012: £1.1m). In addition, cash includes train operating company cash of £192.8m (30 April 2012: £169.2m). Under the terms of the franchise agreements, other than with the Department for Transport's consent, train operating companies can only distribute cash out of retained earnings and only to the extent they do not breach any franchise liquidity ratios.

 

18

COMMITMENTS AND CONTINGENCIES

 

(i)

Capital commitments

Capital commitments at 31 October 2012 for the acquisition of property, plant and equipment were £64.8m (30 April 2012: £42.6m).

 

(ii)

Performance and season ticket bonds

At 31 October 2012, the Group has provided performance bonds backed by bank facilities or insurance arrangements of £51.7m (30 April 2012: £51.7m) and season ticket bonds backed by bank facilities or insurance arrangements of £54.6m (30 April 2012: £53.1m) to the Department for Transport in relation to the Group's rail franchise operations.

 

(iii)

Legal actions

The Group and the Company are from time to time party to legal actions arising in the ordinary course of business. Liabilities have been recognised in the financial statements for the best estimate of the expenditure required to settle obligations arising under such legal actions. As at 31 October 2012, the accruals in the consolidated financial statements for such claims total £1.9m (30 April 2012: £2.1m).

 

(iv)

Twin America LLC

As previously reported, the United States Department of Justice and the New York Attorney General's Office are undertaking a competition review of the Twin America joint venture, which was formed by Stagecoach North America and City Sights in 2009. Twin America has had further discussions with the authorities in recent weeks and we understand that the authorities are now well progressed with their review and we expect that they will announce the results of the review shortly. While Twin America might be required to make structural changes and/or a financial settlement in respect of this matter, it is not possible to reliably predict the outcome of the authorities' reviews at this stage.

 

 

 

19

RELATED PARTY TRANSACTIONS

 

Details of major related party transactions during the six months ended 31 October 2012 are provided below, except for those relating to the remuneration of the Directors and management.

 

(i)

Virgin Rail Group Holdings Limited - Non-Executive Directors

Two of the Group's managers are non-executive directors of the Group's joint venture, Virgin Rail Group Holdings Limited. During the six months ended 31 October 2012, the Group earned fees of £30,000 (six months ended 31 October 2011: £30,000) from Virgin Rail Group Holdings Limited in this regard.

 

(ii)

West Coast Trains Limited

West Coast Trains Limited is a subsidiary of Virgin Rail Group Holdings Limited. In the six months to 31 October 2012 East Midlands Trains Limited (a subsidiary of the Group) had purchases totalling £0.1m (six months ended 31 October 2011: £0.2m) from West Coast Trains Limited.

 (iii)

Noble Grossart Limited

Ewan Brown (Non-Executive Director) is a former executive director and current non-executive director of Noble Grossart Limited that provided advisory services to the Group. At 31 October 2012, Noble Grossart Investments Limited, a subsidiary of Noble Grossart Limited, held 3,267,999 (30 April 2012: 3,267,999) ordinary shares in the Company, representing 0.6% (30 April 2012: 0.6%) of the Company's issued ordinary share capital.

 

 (iv)

Alexander Dennis Limited

Sir Brian Souter (Chief Executive) and Ann Gloag (Non-Executive Director) collectively hold 46.8% (30 April 2012: 46.8%) of the shares and voting rights in Alexander Dennis Limited. Noble Grossart Investments Limited (see (iii) above) controls a further 35.1% (30 April 2012: 35.1%) of the shares and voting rights of Alexander Dennis Limited. None of Sir Brian Souter, Ann Gloag or Ewan Brown is a director of Alexander Dennis Limited nor do they have any involvement in the management of Alexander Dennis Limited. Furthermore, they do not participate in deciding on and negotiating the terms and conditions of transactions between the Group and Alexander Dennis Limited.

 

For the six months ended 31 October 2012, the Group purchased £45.4m (six months ended 31 October 2011: £42.0m) of vehicles from Alexander Dennis Limited and £5.7m (six months ended 31 October 2011: £0.6m) of spare parts and other services. As at 31 October 2012, the Group had £0.3m (30 April 2012: £0.4m) payable to Alexander Dennis Limited along with outstanding orders of £23.9m (30 April 2012: £8.8m).

 

(v)

Pension Schemes

Details of contributions made to pension schemes are contained in note 13.

 

(vi)

Robert Walters plc

Martin Griffiths (Finance Director) is a non-executive director and Senior Independent Director of Robert Walters plc and received remuneration of £31,200 (six months ended 31 October 2011: £30,430) in respect of his services for the six-month period ended 31 October 2012. Martin Griffiths holds 20,000 (30 April 2012: 20,000) shares in Robert Walters plc, which represents less than 0.1% (30 April 2012: less than 0.1%) of the issued share capital. During the six months ended 31 October 2012, the Group paid Robert Walters plc £6,750 (six months ended 31 October 2011: £Nil) for recruitment services.

 

(vii)

AG Barr plc

Martin Griffiths (Finance Director) is a non-executive director of AG Barr plc and received remuneration of £21,280 in respect of his services for the six months ended 31 October 2012 (six months ended 31 October 2011: £19,500). Martin Griffiths holds 5,400 (30 April 2012: 1,800) shares in AG Barr plc, which represents less than 0.1% (30 April 2012: less than 0.1%) of the issued share capital.

 

(viii)

Scottish Citylink Coaches Limited

A non interest bearing loan of £1.7m (30 April 2012: £1.7m) was due to the Group's joint venture, Scottish Citylink Coaches Limited, as at 31 October 2012. The Group received £10.0m in the six months ended 31 October 2012 in respect of the operation of services subcontracted by Scottish Citylink Coaches Limited (six months ended 31 October 2011: £9.7m). As at 31 October 2012, the Group had a net £3.1m (30 April 2012: £0.2m) receivable from Scottish Citylink Coaches Limited, excluding the loan referred to above.

 

 

19

RELATED PARTY TRANSACTIONS (CONTINUED)

 

(ix)

Argent Energy Group Limited

Sir Brian Souter (Chief Executive) and Ann Gloag (Non-Executive Director) collectively hold 39.3% (30 April 2012: 39.3%) of the shares and voting rights in Argent Energy Group Limited. Neither Sir Brian Souter nor Ann Gloag is a director of Argent Energy Group Limited nor do they have any involvement in the management of Argent Energy Group. Furthermore, they do not participate in deciding on and negotiating the terms and conditions of transactions between the Group and Argent Energy Group.

 

For the six months ended 31 October 2012, the Group purchased £5.0m (six months ended 31 October 2011: £0.7m) of biofuel from Argent Energy Group. At 31 October 2012, the Group had £Nil (30 April 2012: £0.3m) payable to Argent Energy Group along with outstanding orders of £Nil (30 April 2012: £0.1m).

 

(x)

Twin America LLC

In the six months ended 31 October 2012, the Group received £1.8m (six months ended 31 October 2011: £1.9m) from its joint venture, Twin America LLC, in respect of ticket sales made by Twin America LLC for tour services provided by Group subsidiaries. As at 31 October 2012, the Group had £0.3m (30 April 2012: £0.3m) receivable from Twin America LLC.

 

20

POST BALANCE SHEET EVENTS

 

Details of the interim dividend declared are given in note 6.

 

Since 31 October 2012, the Group has completed one acquisition of a UK Bus business and announced plans to acquire two other UK bus businesses, being:

 

Business to be acquired

Bluebird in North Manchester

First Group's Wigan bus operations

First Group's Chester, Wrexham and Birkenhead bus operations

Purchase price (£m)

2.0

12.0

4.5

Last financial year-end

31 January 2012

31 March 2012

31 March 2012

Revenue in last financial year (£m)

4.0

13.2

11.9

EBITDA in last financial year (£m)

0.5

2.2

1.7

Operating profit in last financial year (£m)

0.3

1.5

0.6

Expected timing of completion

First quarter of calendar year 2013

Completed

2 December 2012

December 2012 or January 2013

Other factors

Subject to clearance by Office of Fair Trading

 

 

21

DEFINITIONS

 

The following definitions are used in this document:

·; Adjusted earnings per share is calculated by dividing profit after taxation excluding intangible asset expenses and exceptional items by the basic weighted average number of shares in issue in the period.

·; Like-for-like amounts are derived, on a constant currency basis, by comparing the relevant year-to-date amount with the equivalent prior year period for those businesses and individual operating units that have been part of the Group throughout both periods.

·; Operating profit for a particular business unit or division within the Group refers to profit before net finance income/charges, taxation, intangible asset expenses, exceptional items and restructuring costs.

·; Operating margin for a particular business unit or division within the Group means operating profit as a percentage of revenue.

·; Exceptional items means items which individually or, if of a similar type, in aggregate need to be disclosed by virtue of their nature, size or incidence in order to allow a proper understanding of the underlying financial performance of the Group.

·; Gross debt is borrowings as reported on the consolidated balance sheet, adjusted to exclude interest, the effect of fair value hedges on the carrying value of borrowings and unamortised gains on the early settlement of interest rate swaps.

·; Net debt (or net funds) is the net of cash and gross debt.

 

Independent review report to Stagecoach Group plc

 

 

Introduction

We have been engaged by the Company to review the consolidated set of financial statements in the half-yearly financial report for the six months ended 31 October 2012, which comprises the consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of changes in equity, consolidated statement of cash flows and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated set of financial statements.

 

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

 

As disclosed in note 1 to the condensed consolidated financial statements, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed consolidated financial statements included in this half-yearly financial report have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

 

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed consolidated financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the Disclosure and Transparency Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated financial statements in the half-yearly financial report for the six months ended 31 October 2012 are not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

 

 

 

 

 

 

 

 

PricewaterhouseCoopers LLP

Chartered Accountants

Glasgow

 

 

 

5 December 2012

 

 

 

 

 

 

 

Notes:

(a) The maintenance and integrity of the Stagecoach Group plc website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.

 

(b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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