FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of April, 2006
Commission File Number: 001-31274
SODEXHO ALLIANCE, SA
(Translation of registrants name into English)
3, avenue Newton
78180 Montigny - le - Bretonneux
France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ____ No X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ____ No X
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ____ No X
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
SODEXHO ALLIANCE, SA |
TABLE OF CONTENTS |
Item
1. | Press release dated April 20, 2006, regarding impact of IFRS on Fiscal 2005 Financial Statements. |
2
Item 1
P R E S S R E L E A S E . . . |
Impact of IFRS on Fiscal 2005 Financial Statements
Paris, April 20, 2006 SODEXHO ALLIANCE (Euronext Paris FR0000121220 - SW / NYSE:SDX), the worlds leading Food and Management Services company, is applying IFRS effective September 1, 2005 and today is presenting the effects of these principles on its fiscal 2005 financial statements:
The principal accounting options relating to the initial application of IFRS and the principal stated impacts conform with the information communicated in the Reference Document for fiscal 2005.
Below is a summary of principal impacts:
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Fiscal 2005 millions |
French GAAP |
IFRS | ||
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Revenues | 11,672 | 11,693 | ||
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EBITA / Operating profit | 530 | 443 | ||
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EBITA / Operating profit before US litigation | 531 | 505 | ||
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Group Net Income | 159 | 215 | ||
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Shareholders' equity | 2,136 | 2,063 | ||
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Revenues
Application of IFRS had a minimal impact on revenues.
Operating profit
Operating profit of 443 million euro in IFRS includes French GAAP EBITA, goodwill impairment charges, and the majority of exceptional income and expense items.
Excluding the impact of the provision recorded in connection with the US litigation, operating profit was 505 million euro as compared to 530 million euro in French GAAP.
Excluding this provision, the IFRS operating margin was 4.3%.
P R E S S R E L E A S E . . . |
Net income
Net income was 215 million euro compared to 159 million euro in French GAAP. The difference mainly results from the reversal of goodwill amortization (IAS 36).
Cash and cash equivalents
Cash and cash equivalents totaled 928 million euro (net of bank overdrafts) in IFRS as of August 31, 2005 as compared to 1,366 million euro in French GAAP. A more restrictive definition of cash and cash equivalents in IFRS resulted in the following changes:
The accounts described below, principally pertaining to the Service Vouchers and Cards activity, are presented as current financial assets: | ||||
o | investments with maturities greater than three months of 120 million euro, and | |||
o | restricted cash of 206 million. | |||
In addition, in accordance with IAS 32, treasury shares of 99 million euro are now presented as a reduction to shareholders equity. |
Borrowings
As of August 31, 2005, bank overdrafts are reclassified as cash equivalents and borrowings increased by 19 million euro. This arises principally from the recognition of capital leases related to financing by arrangements guaranteed by French municipalities which were previously accounted for as operating leases.
Shareholders equity
As of August 31, 2005, shareholders equity totaled 2,063 million euro as compared to 2,136 million euro in French GAAP.
The Group has elected to apply the provisions of the amended IAS 21, under which goodwill is treated as an asset of the acquired company and consequently is accounted for in the subsidiarys functional currency. This adjustment had a negative impact of 32 million euro as of August 31, 2005 and 99 million euro as of September 1, 2004.
Group shareholders equity was also reduced as a result of the reclassification of treasury shares as part of the stock options plan.
In addition, as permitted under IFRS 1, the Group has decided to recognize all accumulated actuarial gains and losses arising on retirement and other employee benefit plans as of September 1, 2004. Similar treatment was also adopted in the preparation of the consolidated French GAAP financial statements for fiscal 2005.
A detailed presentation of the impact of the transition to IFRS for fiscal 2005 will be included in the notes to the consolidated financial statements for the first half of fiscal 2006.
P R E S S R E L E A S E . . . |
¨ | Contacts |
Press: | |
William Mengebier | |
Tel : + 33 (1) 30 85 74 18 Fax : + 33 (1) 30 85 50 10 | |
E-mail : william.mengebier@sodexhoalliance.com | |
Nathalie Solimena | |
Tel. : + 33 (1) 30 85 73 29 Fax : + 33 (1) 30 85 50 | |
E-mail : nathalie.solimena@sodexhoalliance.com | |
Investor Relations: | |
Jean-Jacques Vironda | |
Tel: + 33 (1) 30 85 72 03 Fax + 33 (1) 30 85 50 88 | |
E-mail : jean-jacques.vironda@sodexhoalliance.com | |
¨ | Conference call |
SODEXHO ALLIANCE will hold a conference call today to comment on the impact of IFRS on its fiscal 2005 financial statements. The call will begin at 6:00 p.m. (Paris time). The call-in access number is + 33 1 72 28 01 56. This press release and a slideshow presentation will be available by clicking on the link www.sodexho.com, under the latest news section, beginning at 5:35 p.m. To access the replay of the conference call, please dial + 33 1 72 28 01 49 and enter the code: 179928#. | |
¨ | Financial communication calendar |
¨ | First-half fiscal 2006 results |
The press release for first-half fiscal 2006 results will be published on May 11. Presentations for analysts and journalists will be held the same day, at Etoile-St-Honoré, 23, rue Balzac, 75008 Paris. | |
¨ | First nine months fiscal 2006 revenues |
Wednesday, July 5, 2006, conference call. | |
The above dates are provided for information only and are subject to change. | |
¨ | About SODEXHO ALLIANCE |
SODEXHO ALLIANCE, founded in 1966 by Pierre Bellon, is the leading global provider of Food and Management services, with more than 324,000 employees on 26,700 sites in 76 countries. For fiscal 2005, which closed August 31, 2005, SODEXHO ALLIANCE had sales of 11.7 billion euros. Listed on Euronext Paris and on the New York Stock Exchange, the Groups current market capitalization is 6.2 billion euro. | |
This press release contains 'forward-looking statements' within the meaning of the United States Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding anticipated future events and financial performance with respect to our operations. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like 'believe,' 'expect,' 'anticipate,' 'estimated' , 'project ' , 'plan' 'pro forma,' and 'intend' or future or conditional verbs such as 'will,' 'would,' or 'may.' Factors that could cause actual results to differ materially from expected results include, but are not limited to, those set forth in our Registration Statement on Form 20-F, as filed with the Securities and Exchange Commission (SEC), the competitive environment in which we operate, changes in general economic conditions and changes in the French, American and/or global financial and/or capital markets. Forward-looking statements represent managements views as of the date they are made, and we assume no obligation to update any forward-looking statements for actual events occurring after that date. You are cautioned not to place undue reliance on our forward-looking statements. |
P R E S S R E L E A S E . . . |
Annex 1 - Fiscal 2005 : Income statement, Consolidated balance sheet and statement of cash flow
CONSOLIDATED BALANCE SHEET | in millions of euro | |||||||
IFRS | ||||||||
August 31, 2005 | August 31, 2004 | |||||||
Non-current assets | ||||||||
Property, plant and equipment | 406 | 411 | ||||||
Goodwill | 3 711 | 3 726 | ||||||
Other intangible assets | 225 | 225 | ||||||
Associates | 26 | 16 | ||||||
Financial assets | 74 | 72 | ||||||
Other non-current assets | 18 | 17 | ||||||
Deferred tax assets | 225 | 189 | ||||||
Total non-current assets | 4 685 | 4 656 | ||||||
Current assets | ||||||||
Financial assets | 7 | 8 | ||||||
Derivative financial instruments | 40 | 38 | ||||||
Inventories | 176 | 162 | ||||||
Income tax | 19 | 56 | ||||||
Trade receivable | 1 750 | 1 639 | ||||||
Restricted cash and financial investments | ||||||||
related to the Service Vouchers and Cards | ||||||||
activity | 326 | 337 | ||||||
Cash and cash equivalents | 949 | 782 | ||||||
Total current assets | 3 267 | 3 022 | ||||||
Total assets | 7 952 | 7 678 | ||||||
Shareholders' equity | ||||||||
Capital | 636 | 636 | ||||||
Share premium | 1 186 | 1 186 | ||||||
Undistributed net income | 708 | 738 | ||||||
Consolidated reserves | -467 | -624 | ||||||
Total group shareholders' equity | 2 063 | 1 936 | ||||||
Minority interests | 18 | 24 | ||||||
Total shareholders' equity | 2 081 | 1 960 | ||||||
Non-current liabilities | ||||||||
Borrowings | 1 891 | 1 784 | ||||||
Employee benefits | 308 | 310 | ||||||
Other liabilities | 82 | 52 | ||||||
Provisions | 53 | 55 | ||||||
Deferred tax liabilities | 50 | 58 | ||||||
Total non-current liabilities | 2 384 | 2 259 | ||||||
Current liabilities | ||||||||
Bank overdraft | 21 | 23 | ||||||
Borrowings | 85 | 437 | ||||||
Derivative financial instruments | 2 | 9 | ||||||
Income tax | 84 | 104 | ||||||
Provisions | 97 | 25 | ||||||
Trade and other payable | 2 197 | 2 017 | ||||||
Vouchers payable | 1 001 | 844 | ||||||
Total current liabilities | 3 487 | 3 459 | ||||||
Total equity and liabilities | 7 952 | 7 678 |
P R E S S R E L E A S E . . . |
CONSOLIDATED INCOME STATEMENT
(in millions of euro) | |||||||
Year 2004-2005 |
%Revenues | ||||||
Revenue | 11 693 | 100 | % | ||||
Cost of sales | (10 039 | ) | -85.9 | % | |||
Gross profit | 1 654 | 14.1 | % | ||||
Sales department costs | (141 | ) | -1.2 | % | |||
General and administrative costs | (1 003 | ) | -8.6 | % | |||
Other operationf income and charges | (67 | ) | -0.6 | % | |||
Operating profit before financing costs | 443 | 3.8 | % | ||||
Net financing costs | (105 | ) | -0.9 | % | |||
Share of profit of associates | (6 | ) | |||||
Profit before tax | 332 | 2.8 | % | ||||
Income tax expense | (108 | ) | -0.9 | % | |||
Profit (loss) from discontinued operations | - | ||||||
Profit for the period | 224 | 1.9 | % | ||||
Minority interests | 9 | 0.1 | % | ||||
Group profit for the period | 215 | 1.8 | % | ||||
Earnings per share (in euro) | 1.35 | ||||||
Diluted earnings per share (in euro) | 1.35 |
P R E S S R E L E A S E . . . |
CASH FLOW | |||
(in millions of euro) | Year 2004/2005 | ||
Operating activities | |||
Operating profit before financing costs | 443 | ||
Non cash items | |||
Depreciations | 192 | ||
Provisions | 62 | ||
Losses (gains) on disposal and other, net of tax | 10 | ||
Dividends received from associates | 0 | ||
Change in working capital from operating activities | 233 | ||
change in inventories | (14 | ) | |
chance in client and other accounts receivable | (59 | ) | |
change in supplier and other liabilities | 164 | ||
change in service vouchers and cards to be reimbursed | 123 | ||
change in financial investments related to the Service Vouchers and Cards | |||
activity | 19 | ||
Interests paid | (122 | ) | |
Interests received | 19 | ||
Income tax paid | (136 | ) | |
Net cash provided by operating activities | 701 | ||
Investing activities | |||
Tangible and intangible fixed assets investments | (186 | ) | |
Fixed assets disposals | 22 | ||
Change in financial investments | (1 | ) | |
Acquisitions of consolidated subsidiaries | (3 | ) | |
Disposals of consolidated subsidiaries | (3 | ) | |
Net cash used in investing activities | (171 | ) | |
Financing activities | |||
Dividends paid to parent company shareholders | (109 | ) | |
Dividends paid to minority shareholders of consolidated companies | (8 | ) | |
Change in shareholders' equity | (13 | ) | |
Proceeds from borrowings | 464 | ||
Repayment of borrowings | (718 | ) | |
Net cash provided by (used in) financing activities | (384 | ) | |
Increase in net cash and cash equivalents | 146 | ||
Net effect of exchange rates on cash | 23 | ||
Cash and cash equivalents, as of beginning of period | 759 | ||
Cash and cash equivalents, as of end of period | 928 |
P R E S S R E L E A S E . . . |
Annex 2 :
First-half fiscal 2005 income statement
CONSOLIDATED INCOME STATEMENT
(in millions of euro) | ||||||
6 months 2004-2005 |
%Revenues | |||||
Revenue | 5 902 | 100 | % | |||
Cost of sales | (5 068 | ) | -85.9 | % | ||
Gross profit | 834 | 14.1 | % | |||
Sales department costs | -1.1 | % | ||||
(66 | ) | |||||
General and administrative costs | -8.5 | % | ||||
(499 | ) | |||||
Other operationf income and charges | -1.0 | % | ||||
(59 | ) | |||||
Operating profit before financing costs | 210 | 3.6 | % | |||
Net financing costs | -0.9 | % | ||||
(54 | ) | |||||
Share of profit of associates | ||||||
(2 | ) | |||||
Profit before tax | 154 | 2.6 | % | |||
Income tax expense | -1.0 | % | ||||
(57 | ) | |||||
Profit (loss) from discontinued operations | ||||||
- | ||||||
Profit for the period | 97 | 1.6 | % | |||
Minority interests | 0.1 | % | ||||
3 | ||||||
Group profit for the period | 94 | 1.6 | % | |||
Earnings per share (in euro) | 0.59 | |||||
Diluted earnings per share (in euro) | 0.59 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SODEXHO ALLIANCE, SA | ||||
Date: April 21, 2006 | By: | /s/ Siân Herbert-Jones | ||
Name: | Siân Herbert-Jones | |||
Title: | Chief Financial Officer |