Euro Cater A/S. Annual report 2010/11

Transcription

1 Approved at the annual general meeting of the Company on 2011 Chairman The following is a translation of an original Danish document. The original Danish document is the governing document for all purposes, and in case of any discrepancy, the Danish wording will be applicable. The annual report comprises 75 pages

2 Contents Statement by the Executive Board and the Board of Directors 2 Independent auditors' report 3 Management commentary 4 Company details 4 Group chart 5 Financial highlights for the Group 6 Operating review 7 Consolidated financial statements for the period 1 October September Income statement 9 Statement of comprehensive income 10 Balance sheet 11 Statement of changes in equity 13 Cash flow statement 15 Summary of notes Parent company financial statements for the period 1 October September Income statement 54 Statement of comprehensive income 55 Balance Sheet 56 Statement of changes in equity 58 Cash flow statement 60 Summary of notes Companies of the Group 74 1

3 Statement by the Executive Board and the Board of Directors The Executive Board and the Board of Directors have today discussed and approved the annual report of for 2010/11. The annual report has been prepared in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for Danish companies. In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the Group's and the Company's financial position at 30 September 2011 and of the results of the Group's and the Company's operations and cash flows for the financial year 1 October. In our opinion, the Management's review gives a fair review of the development in the Group's and the Company's operations and financial matters, the results for the year and the results of the Group's and the Company's operations and financial position. We recommend that the annual report be approved at the annual general meeting. Svenstrup, 23 November 2011 Executive Board: Leon Sørensen Board of Directors: Stefan Linder Preben Bager Leon Sørensen Chairman Bengt Maunsbach Erik Stensig Poulsen 2

4 Independent auditors' report To the shareholders of We have audited the consolidated financial statements and the parent company financial statements of for the financial year 1 October, pp The consolidated financial statements and the parent company financial statements comprise income statement, statement of comprehensive income, balance sheet, statement of changes in equity, cash flow statement and notes for the Group as well as for the parent company. The consolidated financial statements and the parent company financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for Danish companies. In addition to our audit, we have read the Management's review, pages 4-8, and provided a statement thereon. Management's responsibility Management is responsible for the preparation and presentation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for Danish companies. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and presentation of consolidated financial statements and parent company financial statements that give a true and fair view and that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Management is also responsible for the preparation of a Management's review that includes a fair review in accordance with the Danish Financial Statements Act. Auditors' responsibility and basis of opinion Our responsibility is to express an opinion on the consolidated financial statements and the parent company financial statements based on our audit. We conducted our audit in accordance with Danish Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the consolidated financial statements and the parent company financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements and the parent company financial statements. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the consolidated financial statements and the parent company financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company's preparation and presentation of consolidated financial statements and parent company financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements and the parent company financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Our audit has not resulted in any qualification. Opinion In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the Group's and the Company's financial position at 30 September 2011 and of the results of the Group's and the Company's operations and cash flows for the financial year 1 October in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for Danish companies. Statement on the Management's review Pursuant to the Danish Financial Statements Act, we have read the Management's review in the annual report. We have not performed any further procedures in addition to the audit of the consolidated financial statements and the parent company financial statements. On this basis, it is our opinion that the information provided in the Management's review is consistent with the consolidated financial statements and the parent company financial statements. Aalborg, 23 November 2011 KPMG Statsautoriseret Revisionspartnerselskab Niels David Nielsen State Authorised Public Accountant Andreas H. Brandt State Authorised Public Accountant 3

5 Management commentary Company details Vidalsvej 6 DK-9230 Svenstrup Telephone: Website: Reg. no.: Established: 29 September 2006 Registered office: Aalborg Financial year: 1 October 30 September Board of Directors Stefan Linder (Chairman) Preben Bager Leon Sørensen Bengt Maunsbach Erik Stensig Poulsen Executive Board Leon Sørensen Audit KPMG Statsautoriseret Revisionspartnerselskab Vestre Havnepromenade 1A DK-9100 Aalborg Bank Handelsbanken Annual general meeting The annual general meeting is to be held at the Company's address on 23 November

6 Management commentary Group chart The business structure of Euro Cater Group is illustrated below: Euro Cater Dansk Cater Svensk Cater 17 Danish units: 19 Swedish units: AB Catering Aalborg AB Catering Aarhus AB Catering Holstebro AB Catering Ribe AB Catering Slagelse AB Catering København BC Catering Aalborg BC Catering Skanderborg BC Catering Herning BC Catering Kolding BC Catering Nykøbing F. BC Catering Roskilde BC Catering Grossisten Gävle Kalmar Malmö Halmstad Stockholm Västerås Örebro Göteborg Borlänge Uddevalla Linköping Gällivare Söderhamn Örnsköldsvik Östersund Skellefteå Sundsvall Luleå Karlstad inco CC København inco CC Aarhus Kødgros Vest Cater Food For a survey of group companies and legal structure, please see page 74. 5

7 Management commentary Financial highlights for the Group DKKm 2010/ / / / /07 Key figures Revenue 6, , , , ,708.5 Gross profit 1, , , , Profit before depreciation/amortisation and financial income and expenses (EBITDA) Operating profit (EBIT) Financial income and expenses Profit from continuing operations Profit from discontinued operations Profit for the year Total assets 3, , , , ,152.2 Inventories Trade receivables Equity 1, Cash flows from operating activities Cash flows from investing activities ,044.6 Hereof relating to investment in property, plant and equipment Cash flows from financing activities ,901.3 Total cash flows Financial ratios Gross profit Operating margin Return on invested capital Solvency ratio Return on equity Average number of employees (continuing operations) 1,546 1,413 1,439 1,386 1,217 For terms and definitions, please see the accounting policies. As of 1 July 2011, activities acquired from inco Danmark A.m.b.a. are recognised in the 2010/11 financial statements, see note 23 to the consolidated financial statements. 2006/07 does not comprise a full operating year as subsidiaries were acquired during the year and therefore are only recognised in the consolidated financial statements as of the date of acquisition. 6

8 Management commentary Operating review Principal activities All group companies operate within the food service business and trade in foods and consumables for caterers within the geographical markets at which the Group is established. High service level, delivery of quality products, local knowledge and close contact with the customers represent the Company's foundation. Development in activities and financial matters In the 2010/11 financial year, EBITDA amounted to DKK 322 million (2009/10: DKK 366 million) and profit after tax accounted for DKK 120 million (2009/10: DKK 128 million). Profit for the year is considered satisfactory. The Group's cash flows also developed satisfactorily throughout the financial year. Acquisition of inco activities In July 2011, acquired the control of all activities which inco Danmark A.m.b.a. had been engaged in up to that date. The takeover was financed through the issuance of shares in as well as through cash payment. The net assets and shares acquired were transferred to Dansk Cater A/S immediately after the takeover and from that date until the end of September 2011, they were allocated to new and existing operating companies owned by Dansk Cater A/S. The inco brand is still used for the cash & carry businesses in Copenhagen and Aarhus. Adaptation and integration of the inco activities will continue in the 2011/12 financial year. Total costs in connection with the takeover of the inco activities and subsequent restructuring/adaptation accounted for approx. DKK 50 million and are recognised in profit for the year. Sale of Pol Cater Holding Sp. Z o.o. The disposal of Pol Cater Holding Sp. Z o.o. was concluded on 1 March 2011 subsequent to the Polish competition authorities' approval of the transaction. The Company yielded a profit of DKK 16 million on the sale, which is recognised in profit for the year. Outlook A positive development and satisfactory results are expected for 2011/12. Financial risks and risk management policy Financial risks and risk management policy are disclosed in note 20 to the consolidated financial statements. 7

9 Management commentary Operating review Corporate social responsibility The Group has not adopted any policies for voluntary integration of corporate social responsibility, however, all business units focus on the Group's corporate social responsibility, including i.a. food safety, energy consumption and working environment. All units in Denmark and Sweden are now certified to ISO (environment). In 2010/11, all Danish subsidiaries were certified to ISO (food safety). In the next financial year, a corresponding certification of the Swedish units will be initiated. The certification procedures are expected to be concluded in the course of Intellectual capital It is essential to the continued growth of the Group to attract and retain qualified and dedicated staff with industry expertise. The main part of the employees in Denmark and Sweden participate in a profit-sharing scheme which is considered essential in relation to employee retention and continued optimisation of the Group's business concepts, etc. Events after the balance sheet date No events have occurred after the balance sheet date that have or may have a significant influence on the assessment of the financial performance of the Group. 8

10 Consolidated financial statements for the period 1 October Income statement DKK'000 Note 2010/ /10 Revenue 1 6,080,702 5,252,622 Cost of sales -4,705,178-4,028,766 Gross profit 1,375,524 1,223,856 Other operating income 1,063 3,889 Staff costs 2-728, ,178 Operating costs 3-326, ,050 Profit before depreciation/amortisation and financial income and expenses (EBITDA) 322, ,517 Depreciation on property, plant and equipment and 8 impairment losses -66,746-54,769 Profit before amorisation and financial income and expenses (EBITA) 255, ,748 Amortisation of other intangible assets 7-36,787-75,821 Operating profit (EBIT) 218, ,927 Share of profit/loss after tax in associates Financial income 4 4,564 23,107 Financial expenses 5-94,151-87,878 Profit from continuing operations before tax 130, ,639 Tax on profit from continuing operations 6-28,540-42,417 Profit from continuing operations 101, ,222 Profit from discontinued operations 24 18, Profit for the year 119, ,020 Attributable to: Shareholders of 120, ,020 Non-controlling interests , ,020 9

11 Consolidated financial statements for the period 1 October September 2011 Statement of comprehensive income DKK'000 Note 2010/ /10 Profit for the year 119, ,020 Foreign exchange adjustments on the translation of foreign entities 1,548-12,502 Foreign exchange adjustments on the translation of intragroup long-term borrowing which form part of total net investments in subsidiaries -7,119 59,598 Value adjustments of hedging instruments (interest rate swaps): Value adjustments for the year -5,124-24,265 Value adjustments transferred to financial expenses 5 16,666 20,034 Actuarial losses on defined benefit plans 12-7,346-11,176 Adjustment of pension scheme in respect of previous years -5,594 0 Tax on other comprehensive income 6 2,380-11,613 Other comprehensive income after tax -4,589 20,076 Total comprehensive income 115, ,096 Attributable to: Shareholders of 115, ,096 Non-controlling interests , ,096 10

12 Consolidated financial statements for the period 1 October September 2011 Balance sheet DKK'000 Note 2010/ /10 ASSETS Non-current assets Intangible assets 7 Goodwill 1,860,631 1,627,559 Other intangible assets 44,750 34,318 1,905,381 1,661,877 Property, plant and equipment 8 Land and buildings 447, ,544 Fixtures and fittings, other plant and equipment 72,028 36,847 Vehicles 78,830 78,318 Property, plant and equipment under construction 6,800 5, , ,823 Investments 9 Investments in associates 8,320 2,192 Securities ,792 2,355 Total non-current assets 2,518,991 2,246,055 Current assets Goods for resale and finished goods , ,986 Trade receivables , ,026 Amounts owed by associate 2,000 2,060 Other receivables and prepayments 11 41,875 26,959 Cash at bank and in hand 99,728 73,565 1,218, ,596 Assets classified as held for sale 24 21,329 63,538 Total current assets 1,239, ,134 TOTAL ASSETS 3,758,650 3,231,189

13 Consolidated financial statements for the period 1 October September 2011 Balance sheet DKK'000 Note 2010/ /10 EQUITY AND LIABILITIES Equity Share capital 60,145 57,720 Share premium 653, ,480 Hedging reserve -11,700-20,356 Translation reserve -12,770-8,003 Retained earnings 443, ,406 Proposed dividends 0 0 Equity attributable to shareholders of 1,132, ,247 Non-controlling interests -1,747 0 Total equity 1,130, ,247 Liabilities Non-current liabilities Pensions 12 58,298 48,153 Deferred tax 13 48,613 54,020 Credit institutions 14 1,172,714 1,102,596 Other loans , ,091 Employee bonds 15 35,720 43,087 Total non-current liabilities 1,544,136 1,465,947 Current liabilities Credit institutions , ,969 Employee bonds/profit-sharing 15 70,276 72,580 Trade payables , ,508 Corporation tax 16 35,819 56,913 Derivative financial instruments (negative fair value) 15,600 27,142 Other payables 209, ,640 1,068, ,752 Liabilities directly associated with assets held for sale 24 15,258 61,243 Total current liabilities 1,084, ,995 Total liabilities 2,628,164 2,312,942 TOTAL EQUITY AND LIABILITIES 3,758,650 3,231,189 12

14 Consolidated financial statements for the period 1 October Statement of changes in equity DKK'000 Share capital Share premium Hedging reserve Shareholders of Translation reserve Retained earnings Proposed dividends Total Noncontrolling interests Equity at 1 October , ,480-20,356-8, , , ,247 Total comprehensive income for 2010/11 Profit for the year , , ,822 Other comprehensive income Foreign exchange adjustments on the translation of foreign entities , , ,548 Foreign exchange adjustments upon the translation of intragroup long-term borrowing which form part of total net investments in subsidiaries , , ,119 Value adjustments of hedging instruments (interest rate swaps): Value adjustments for the year 0 0-5, , ,124 Value adjustments transferred to financial expenses , , ,666 Actuarial losses on defined benefit plans , , ,346 Adjustment of pension scheme in respect of previous years , , ,594 Tax on other comprehensive income 0 0-2,886 1,863 3, , ,380 Total other comprehensive income 0 0 8,656-3,708-9, , ,589 Total comprehensive income for the period 0 0 8,656-3, , , ,233 Transactions with owners Capital increase 2,425 96, , ,255 Acquisition of subsidiaries Divestment of subsidiaries , , ,003 Total transactions with owners 2,425 96, , ,196-1,190 97,006 Equity at 30 September , ,310-11,700-12, , ,132,233-1,747 1,130,486 Total equity Under company law, share premium represents distributable reserves. Costs in connection with the capital increase in the 2010/11 financial year are below DKK 100 thousand. The share capital comprises 601,450 shares at a nominal amount of DKK 100. No shares carry special rights. Non-controlling interests are not under an obligation to cover negative equity. 13

15 Consolidated financial statements for the period 1 October Statement of changes in equity DKK'000 Share capital Share premium Hedging reserve Shareholders of Translation reserve Retained earnings Proposed dividends Total Noncontrolling interests Total equity Equity at 1 October , ,480-17,183-39, , , ,151 Total comprehensive income for 2009/10 Profit for the year , , ,020 Other comprehensive income Foreign exchange adjustments on the translation of foreign entities , , ,502 Foreign exchange adjustments upon the translation of intragroup long-term borrowing which form part of total net investments in subsidiaries , , ,598 Value adjustments of hedging instruments (interest rate swaps): Value adjustments for the year , , ,265 Value adjustments transferred to financial expenses , , ,034 Actuarial losses on defined benefit plans , , ,176 Tax on other comprehensive income 0 0 1,058-15,610 2, , ,613 Total other comprehensive income 0 0-3,173 31,486-8, , ,076 Total comprehensive income for the period 0 0-3,173 31, , , ,096 Equity at 30 September , ,480-20,356-8, , , ,247 Under company law, share premium represents distributable reserves. The share capital comprises 577,200 shares at a nominal amount of DKK 100. No shares carry special rights. 14

16 Consolidated financial statements for the period 1 October Cash flow statement DKK'000 Note 2010/ /10 Profit before tax 130, ,639 Adjustment for non-cash operating items , ,989 Cash generated from operations (operating activities) before changes in working capital 321, ,628 Changes in working capital 22-18,548-52,440 Cash generated from operations (operating activities) 302, ,188 Financial income 4,786 3,381 Financial expenses -78,603-71,631 Corporation tax paid -48,420-53,561 Cash flows from operating activities 180, ,377 Acquisition of property, plant and equipment 8-54,530-45,703 Disposal of property, plant and equipment 3,432 56,616 Acquisitions and divestments of subsidiaries and activities, net 23 17,827-5,931 Acquisitions and disposals of securities, net Cash flows from investing activities -33,542 5,032 External financing: Borrowing 221,837 8,995 Repayment of long-term debt -316, ,686 Cash flows from financing activities -94, ,691 Cash flows from discontinued operations ,276 Net cash flows from operating, investing and financing activities 51,577-7,558 Cash and cash equivalents at beginning of year 48,037 46,644 Foreign exchange adjustment of cash and cash equivalents 114 8,951 Cash and cash equivalents at year end 99,728 48,037 The cash flow statement cannot be directly derived from the other components of the consolidated financial statements. Cash and cash equivalents at 30 September comprise: DKK'000 Note 2010/ /10 Cash at bank and in hand 99,728 73,565 Cash at bank and in hand classified as assets held for sale Overdraft facility directly associated with assets held for sale ,040 99,728 48,037 Euro Cater-årsrapport UK.doc 15

17 Consolidated financial statements for the period 1 October Summary of notes 1. Revenue 2. Staff costs 3. Fees to auditors appointed at the annual general meeting 4. Financial income 5. Financial expenses 6. Tax 7. Intangible assets 8. Property, plant and equipment 9. Investments 10. Goods for resale and finished goods 11. Receivables 12. Pension obligations 13. Deferred tax 14. Credit institutions and other loans 15. Employee bonds/profit-sharing 16. Corporation tax 17. Contingent liabilities and operating lease 18. Collateral 19. Derivative financial instruments 20. Financial risks and risk management policy 21. Adjustment for non-cash operating items 22. Changes in working capital 23. Acquisitions and divestments of subsidiaries 24. Discontinued operations and assets classified as held for sale 25. Related parties 26. Events after the balance sheet date 27. Accounting policies 28. Accounting estimates and judgements 29. New financial reporting regulation Euro Cater-årsrapport UK.doc 16

18 Consolidated financial statements for the period 1 October 1 Revenue DKK' / /10 Denmark 3,822,788 3,272,436 Sweden 2,257,914 1,980,186 Revenue regarding continuing operations 6,080,702 5,252,622 Revenue regarding discontinued operations, see note , ,051 6,206,254 5,537,673 The Group has only one activity and revenue is therefore only allocated to geographical markets. 2 Staff costs DKK' / /10 Wages and salaries 603, ,836 Defined contribution plan 44,933 38,666 Defined benefit plans 2,627 2,672 Other social security costs 70,099 59,772 Other staff costs 14,547 13, , ,080 Staff costs are recognised as follows: Staff costs regarding continuing operations 728, ,178 Staff costs relating to discontinued operations 7,989 18, , ,080 Average number of full-time employees 1,616 1,580 Remuneration of Executive Board, Board of Directors and other executives Salaries 60,547 48,934 Pension contributions 9,971 10,107 70,518 59,041 The main part of the Group's employees in Denmark and Sweden, including Management, participate in a profit-sharing scheme. The Group has entered into cash-settled bonus schemes with a few employees which, in the event of a sale of the Group, may imply an obligation to pay bonus to these employees. Settlement of bonus is only to take place upon a given sale of the Group and is adjusted based on the value of. Fair value of the bonus scheme totalled DKK 5 million at 30 September Fair value is recognised as an expense over the expected duration of the bonus scheme. 17

19 Consolidated financial statements for the period 1 October DKK' / /10 3 Fees to auditors appointed at the annual general meeting The Group's total fee to KPMG is specified as follows: Statutory audit 2,414 2,441 Other assurance engagements Tax and VAT assistance Other assistance ,824 2,631 4 Financial income Interest income, cash and cash equivalents, etc. 3,449 3,311 Interest income, associate Fair value adjustments of securities, net (fair value option) Foreign exchange gains, net 0 19,726 4,564 23,107 Interest on financial assets measured at amortised cost 3,568 3,381 5 Financial expenses Interest expense, credit institutions, etc. 41,842 42,804 Net settlement from interest rate swaps 16,666 20,034 Interest expense, other loans 21,791 20,761 Other interest expense 995 1,959 Other financial expenses 10,210 2,320 Foreign exchange losses, net 2, ,151 87,878 Interest on financial liabilities measured at amortised cost 64,628 65,524 18

20 Consolidated financial statements for the period 1 October 6 Tax Tax for the year is specified as follows: DKK' / /10 Tax on profit from continuing operations 28,540 42,417 Tax on profit/loss from discontinued operations 0 0 Tax on other comprehensive income -2,380 11,613 26,160 54,030 Tax on profit for the year from continuing operations relates to: Current tax 31,367 56,126 Deferred tax ,819 Adjustment to tax relating to previous years -3, ,540 42,417 Tax on profit for the year from continuing operations relates to: 25% tax on profit for the year before tax 32,516 42,660 Adjustment of calculated tax in foreign group enterprises relative to 25% The tax effect of: Non-taxable income Non-deductible costs Capitalised deductible costs Adjustment to tax relating to previous years, etc. -3, Property gains tax Share of profit/loss after tax in associates ,540 42,417 Effective tax rate 21.9% 24.9% 19

21 Consolidated financial statements for the period 1 October 6 Tax (continued) Tax on other comprehensive income DKK' /11 Before tax Tax After tax Foreign exchange adjustments on the translation of foreign entities 1, ,548 Foreign exchange adjustments on the translation of intra-group long-term borrowing -7,119 1,863-5,256 Value adjustments of hedging instruments 11,542-2,886 8,656 Actuarial losses on defined benefit plans -7,346 1,932-5,414 Adjustment of pension scheme in respect of previous years -5,594 1,471-4,123 Other comprehensive income -6,969 2,380-4,589 DKK' /10 Before tax Tax After tax Foreign exchange adjustments on the translation of foreign entities -12, ,502 Foreign exchange adjustments on the translation of intra-group long-term borrowing 59,598-15,610 43,988 Value adjustments of hedging instruments -4,231 1,058-3,173 Actuarial losses on defined benefit plans -11,176 2,939-8,237 Other comprehensive income 31,689-11,613 20,076 7 Intangible assets DKK'000 Goodwill Other intangib. assets Total Cost at 1 October ,627, ,698 1,937,257 Foreign exchange adjustments -7,018-1,278-8,296 Acquisition of enterprises, see note ,090 47, ,090 Cost at 30 September ,860, ,420 2,216,051 Amortisation at 1 October , ,380 Foreign exchange adjustments 0-1,497-1,497 Amortisation 0 36,787 36,787 Amortisation at 30 September , ,670 Carrying amount at 30 September ,860,631 44,750 1,905,381 20

22 Consolidated financial statements for the period 1 October 7 Intangible assets (continued) DKK'000 Goodwill Other intangib. assets Total Cost at 1 October ,571, ,801 1,871,426 Foreign exchange adjustments 55,000 9,897 64,897 Acquisition of enterprises, see note 23 4, ,934 Transferred to assets held for sale -4, ,000 Cost at 30 September ,627, ,698 1,937,257 Amortisation at 1 October , ,280 Foreign exchange adjustments 0 7,279 7,279 Amortisation 0 75,821 75,821 Amortisation at 30 September , ,380 Carrying amount at 30 September ,627,559 34,318 1,661,877 Other intangible assets comprise customer relations, etc. taken over upon acquisition. Except for goodwill, Management is of the opinion that the useful lives of other intangible assets are limited. Impairment test, goodwill Management made an impairment test of the carrying amount of goodwill based on an allocation of the cost of goodwill on the following cash generating units: DKKm 2010/ /10 Dansk Cater Group 1, ,115.2 Svensk Cater Group , ,627.6 The recoverable amount is based on the value in use determined using expected net cash flows based on budgets and estimates for the years 2011/ /17 and extrapolation of future net cash flows after 2016/17. A discount factor before tax in the range of 8.5% has been applied. The growth rate applied for extrapolation of future net cash flows is estimated to account for 2% for both cash generating units in the years after 2016/17. The growth rate is not expected to exceed the long-term average growth rate of the units' activities. 21

23 Consolidated financial statements for the period 1 October 7 Intangible assets (continued) Based on the impairment tests performed, Management is of the opinion that the recoverable amount of both cash generating units exceeds the carrying amount. Management is of the opinion that plausible changes in the general assumptions will not cause the carrying amount of goodwill to exceed the recoverable amount. 8 Property, plant and equipment DKK'000 Land and buildings Fixtures and fittings, other plant and equipment Vehicles Property, plant and equipment under construction Cost at 1 October ,698 67, ,220 5, ,827 Foreign exchange adjustment Acquisition of enterprises 34,300 24,059 7, ,755 Additions 3,155 23,563 22,947 4,865 54,530 Transferred 3, ,116 0 Divestment of enterprises , ,290 Disposals -7, , ,729 Transferred to assets held for sale -41, ,348 Cost at 30 September , , ,985 6, ,454 Depreciation and impairment losses at 1 October ,154 30,948 85, ,004 Foreign exchange adjustment Depreciation 16,026 12,044 26, ,453 Impairment losses, see note 24 12, ,293 Divestment of enterprises Disposals -2, , ,356 Transferred to assets held for sale -20, ,018 Depreciation and impairment losses at 30 September ,913 42, , ,636 Carrying amount at 30 September ,160 72,028 78,830 6, ,818 Hereof assets held under finance leases, see note 14 15,861 2,933 5,895 Depreciated over 25 years 6 years 6-7 years Total 22

24 Consolidated financial statements for the period 1 October 8 Property, plant and equipment (continued) DKK'000 Land and buildings Fixtures and fittings, other plant and equipment Vehicles Property, plant and equipment under construction Cost at 1 October ,156 56, , ,214 Foreign exchange adjustment 2,040 3,926 2, ,849 Acquisition of enterprises ,024 Additions 8,582 11,149 19,362 7,320 46,413 Transferred 3, ,347 0 Disposals , ,533 Transferred to assets held for sale 0-2, ,140 Cost at 30 September ,698 67, ,220 5, ,827 Depreciation and impairment losses at 1 October ,453 20,594 60, ,719 Foreign exchange adjustment 195 1, ,572 Depreciation 15,468 10,052 25, ,001 Impairment losses 4, ,230 Disposals Transferred to assets held for sale 0-1, ,593 Depreciation and impairment losses at 30 September ,154 30,948 85, ,004 Carrying amount at 30 September ,544 36,847 78,318 5, ,823 Hereof assets held under finance leases 16,862 4, Depreciated over 25 years 6 years 6-7 years Total Of depreciation for the year totalling DKK 51,001 thousand, DKK 50,539 thousand relates to continuing operations. Of additions for the year totalling DKK 46,413 thousand, DKK 45,703 thousand relates to continuing operations. 23

25 Consolidated financial statements for the period 1 October 9 Investments DKK'000 Investments in associates 2010/ /10 Investments in Securities associates Securities Cost at 1 October Foreign exchange adjustment Acquisition of enterprises 5, Additions Disposals Cost at 30 September 6, Value adjustments at 1 October 1, Foreign exchange adjustment Value adjustment Disposals 0-1, Dividends Share of profit/loss for the year Value adjustments at 30 September 2, , Carrying amount at 30 September 8, , Summarised financial information on associates: DKK' / /10 Profit for the year 4,465 1,893 Assets 60,037 15,010 Liabilities 36,530 6,415 Securities comprise non-controlling interests 10 Goods for resale and finished goods There are no significant inventories measured at net realisable value at 30 September 2011 and 30 September

26 Consolidated financial statements for the period 1 October 11 Receivables The credit risk of receivables is disclosed in note 20. Trade receivables at 30 September 2011 comprise receivables totalling DKK 21,117 thousand (2009/10: DKK 25,938 thousand), which according to an individual assessment is written down to DKK 2,366 thousand (2009/10: DKK 2,650 thousand). The write-down primarily relates to amounts owed by customers within the restaurant business. Overdue debtors at 30 September are specified as follows: DKK' / /10 Up to 30 days 20,285 22, days 6, Over 90 years 7,471 2,360 Receivables written down are recognised in the above specification at net values. Movements in write-downs are specified as follows: 34,274 26,056 DKK' / /10 1 October 23,333 23,777 Foreign exchange adjustment ,307 Impairment losses for the year 13,684 11,859 Realised for the year -16,627-13,511 Reversed -1,404-1,024 Transferred to assets held for sale September 18,750 23,333 The fair value of receivables is assessed to approximate the carrying amount. Other receivables and prepayments have not been written down. Prepayments primarily comprise prepaid costs. Other receivables comprise a receivable of DKK 5.0 million falling due in

27 Consolidated financial statements for the period 1 October 12 Pension obligations Development in the present value of defined benefit obligations is specified as follows: DKK' / /10 Obligation at 1 October 48,153 30,953 Foreign exchange adjustment ,932 Pension costs 2,627 1,343 Calculated interest 1,777 1,329 Actuarial loss (recognised in equity) 7,346 11,176 Pension payout Obligation at 30 September 58,298 48,153 Recognised in profit or loss: Pension costs (staff costs) 2,627 1,343 Calculated interest (financial expenses) 1,777 1,329 There are no specific pension assets attached to the scheme. 4,404 2,672 The pension obligation is computed based on actuarial statement at 30 September The Group expects to pay out DKK 680 thousand in 2010/11 (2009/10: DKK 705 thousand.). Actuarial assumptions at the balance sheet date are as follows: 2010/ /10 Discount rate 3.5% 3.5% Future rate of wage increase 2.5% 2.5% Rate of outflow 5.0% 5.0% Yearly increase in pension 2.0% 2.0% Our statement of income and expenses recognised include the below actuarial gains/losses: DKK' / /10 Accumulated actuarial losses 27,790 20,444 Pension obligations for the year of the Group: Actuarial pension obligations -58,298-48,153 Pension assets 0 0 Deficit -58,298-48,153 26

28 Consolidated financial statements for the period 1 October DKK' / /10 13 Deferred tax Deferred tax at 1 October 54,020 70,713 Foreign exchange adjustment, etc Acquisition of enterprises -3,849 0 Divestment of enterprises Deferred tax for the year recognised in profit for the year ,819 Adjustment to deferred tax relating to previous years 1,035-1,291 Deferred tax for the year recognised in equity -3,403-2,939 Deferred tax transferred to assets classified as held for sale Deferred tax at 30 September 48,613 54,020 Deferred tax is recognised in the balance sheet as follows: Deferred tax (asset) 0 0 Deferred tax (liability) 48,613 54,020 Deferred tax at 30 September, net 48,613 54,020 Deferred tax relates to: Intangible assets 10,385 8,886 Property, plant and equipment 46,759 51,830 Investments -3,933 0 Current assets 2,714 0 Liabilities -7,065-3,180 Foreign exchange loss and tax loss carryforwards ,516 48,613 54,020 27

29 Consolidated financial statements for the period 1 October 14 Credit institutions and other loans At 30 September 2011, the Group had the below loans and credit facilities: Loan, DKK'000 Maturity Fixed/ floating rate Carrying amount at 2010/11 Carrying amount at 2009/10 Bank loans Floating 1,257,628 1,200,293 Bank loans 2024 Fixed 3,028 3,201 Bank loans 2026 Floating 2,182 2,308 Finance lease liability Floating 31,464 23,763 1,294,302 1,229,565 Other loans 2016 Fixed 228, ,091 1,523,093 1,447,656 Fair value 1,523,217 1,447,797 Fair value corresponds to the nominal amount of outstanding debt except for debenture loan for which fair value is based on the price at the balance sheet date. Leases recognised relate to buildings, other plant and vehicles. According to the leases, there are no conditional lease payments. The interest rate level of consolidated loans varies from 2% to 10%. At the balance sheet date, an interest rate swap at an amount of DKK 750 million was concluded to hedge the interest rate risk of floating interest bearing loans. The interest rate swap expires in Q The interest rate swaps concluded effectively hedge interest payments for the period up to the date of expiry. The market value of the interest swap agreed was negative at an amount of DKK 15.6 million at 30 September 2011 (2009/10: negative at DKK 27.1 million) which is recognised in equity. The negative value falls due within one year. 28

30 Consolidated financial statements for the period 1 October 14 Credit institutions and other loans (continued) The Group's bank loans and other loans are recognised and fall due as follows: DKK'000 Noncurrent portion (> 1 year) Current portion (0-1 year) Total Due > 5 years 30 September 2011 Loan 1,148, ,685 1,262,837 68,992 Finance lease liability 24,562 6,903 31,465 16,520 Other loans 228, , ,791 1,401, ,588 1,523, ,303 Specification of contractual cash flows inclusive of interest: Loan 1,264, ,214 1,421,654 85,336 Finance lease liability 29,687 8,596 38,283 16,615 Other loans 351,073 11, , ,301 1,645, ,250 1,822, , September 2010 Loan 1,081, ,674 1,205, ,348 Finance lease liability 21,468 2,295 23,763 16,997 Other loans 218, , ,091 1,320, ,969 1,447, ,436 Specification of contractual cash flows inclusive of interest: Loan 1,193, ,996 1,349, ,179 Finance lease liability 27,825 3,788 31,613 18,250 Other loans 362,837 10, , ,487 1,584, ,689 1,755, ,916 The maturity analysis of the contractual cash flows is based on the level of interest at the balance sheet date. Contractual cash flows regarding trade payables correspond to the carrying amount and fall due within one year. 29

31 Consolidated financial statements for the period 1 October DKK' / /10 15 Employee bonds/profit-sharing Profit-sharing for the year 57,035 58,957 Employee bonds falling due within one year 8,835 9,292 Holiday allowance re. profit-sharing 4,406 4,331 Current liability 70,276 72,580 Employee bonds falling due within 1-5 years 35,720 43,087 Employee bonds falling due after 5 years 0 0 Total 105, ,667 Employee bonds carry interest according to market terms. 16 Corporation tax Corporation tax payable at 1 October 56,913 38,032 Foreign exchange adjustment Acquisition of enterprises Divestment of enterprises Current tax for the year (incl. interest) recognised in income statement 31,403 56,377 Current tax for the year recognised in equity 1,023 14,552 Corporation tax paid during the year -48,420-53,561 Adjustments -4, Corporation tax payable at 30 September 35,819 56, Contingent liabilities and operating leases Euro Cater Group is not a party to any pending lawsuits which may draw on the Group's financial resources. Upon the sale of the subsidiary, Pol Cater Holding Sp. Z o.o., the Group provided standard guarantees regarding general issues in relation to company law and accounting and operating aspects at a maximum of DKK 20 million which expire in the 2011/12 financial year. The Group leases properties and operating equipment through operating leases. Irredeemable operating leases at 30 September 2011 totalled: DKK' / / years 55,231 46, years 196, ,511 > 5 years 89,652 79, , ,535 Operating leases recognised in the income statement 48,732 45,109 30

32 Consolidated financial statements for the period 1 October 18 Collateral Land and buildings with a carrying amount of DKK 8.6 million (2009/10: DKK 6.9 million) have been provided as collateral for mortgages of DKK 6.5 million (2009/10: DKK 5.5 million). At 30 September 2011, the Group's credit facilities at banks totalled DKK 1.4 billion (2009/10: DKK 1.3 billion) and amounts owed to banks totalled DKK 1.3 billion (2009/10: DKK 1.2 billion). Land and buildings with a carrying amount of DKK million (2009/10: DKK million) and other assets by means of company charge of DKK million (2009/10: DKK million) have been provided as collateral for the above by means of letters of indemnity/owners mortgages totalling DKK million (2009/10: DKK million). The parent company's mortgaging of shares in subsidiaries implies indirect mortgaging of subsidiary assets. Land and buildings and movables have been provided as collateral for letters of indemnity/owners mortgages totalling DKK 3.4 million (2009/10: DKK 3.4 million), which are held by the Company. Of liquid funds, an amount of DKK 1.9 million (2009/10: DKK 2.7 million) is deposited at an escrow account. 19 Derivative financial instruments In addition to interest rate swaps, see notes 14 and 20, there are no open financial instruments. 20 Financial risks and risk management policy Financial assets and liabilities are specified as follows: DKK' / /10 Financial assets measured at fair value over the income statement 0 0 Financial assets used as hedging instruments 0 0 Loans and receivables in the form of: Trade receivables, other receivables and cash 799, ,983 Financial assets in the form of: Securities (measured at market price, level 1) , ,146 Financial liabilities are recognised as follows: Financial liabilities measured at fair value over the income statement 0 0 Financial liabilities used as hedging instruments in the form of: Derivative financial instruments used for the hedging of future cash flows (interest rate swap measured as observable input, level 2) 15,600 27,142 Financial liabilities measured at amortised cost in the form of: Amounts owed to banks, finance lease obligations, other loans, trade and other payables 2,563,951 2,231,780 2,579,551 2,258,922 31

33 Consolidated financial statements for the period 1 October 20 Financial risks and risk management policy (continued) Fair value of financial assets and liabilities corresponds to the carrying amount with the exception of bank loans with a carrying amount of DKK 3.0 million, (2009/10: DKK 3.2 million), see note 14. Risk management policy of the Group Following investments in new activities, buildings and plant, etc., the Group is exposed to interest rate fluctuations as investments are mainly financed through bank loans. Operating activities are, on the other hand, only to a limited extent exposed to fluctuations of exchange rates and interest rates. Thus, the Group's financial management is primarily aimed at managing the financial risks directly attributable to the Group's investments and financing. Group policy is not to engage in any active speculation in financial risks. The Group's risks or risk management have not undergone any changes from 2009/10. Interest rate risks The Group's loan financing comprises both fixed as well as floating rate loans. Floating rate loans represented 84% (2009/10: 84%) of the Group's total loan portfolio at the balance sheet date, and the Group is therefore exposed to interest rate fluctuations. The Group regularly assesses its interest risk and any appropriate hedging thereof. At the balance sheet date, the Group had taken out interest swaps under which floating-rate loans are rescheduled into fixed-rate counterparts, hedging the interest level for 62% (2009/10: 73%) of the Group s floating-rate loans. The interest rate swap expires in Q The interest swap had a negative fair value of DKK 15.6 million at 30 September 2011 (2009/10: negative fair value of DKK 27.1 million). With regard to the Group's floating-rate interest-bearing liquid funds and liabilities, an increase in the interest rate level of 1 percentage point a year compared with the actual interest expenses for the year would, all things being equal, have had a negative hypothetical impact on consolidated results and equity of DKK 2.6 million in 2010/11 (2009/10: DKK 2.2 million). A decrease in the interest rate level would have had a corresponding positive effect. An increase in the interest rate level of 1 percentage point compared with the actual interest rate level at the balance sheet date would, all things being equal, have had a positive hypothetical impact on equity reserves for cash flow hedging of DKK 6 million in 2010/11 (2009/10: DKK 10 million). This is due to the Group's use of interest swaps to hedge floating rate interest-bearing loans. A decrease in the interest rate level would have had a corresponding negative effect. The sensitiveness mentioned is based on financial assets and liabilities recognised at 30 September 2011 without taking into consideration repayment made and loans raised in 2010/11. However, the hedging of floating rate interest-bearing loans is taken into consideration which is assessed to be fully effective. Liquidity risks The Group strives to obtain the highest degree of flexibility for the purpose of lending. The Group has raised loans which come with certain covenants. All covenants were complied with at the balance sheet date. 32

34 Consolidated financial statements for the period 1 October 20 Financial risks and risk management policy (continued) The Group's liquidity reserve consists of cash and undrawn credit facilities. The Group strives to hold sufficient liquid funds to ensure appropriate room for manoeuvre in case of unforeseen fluctuation in liquidity. At 30 September 2011, the Group's credit facilities at banks totalled DKK 1.4 billion (2009/10: DKK 1.3 billion) and amounts owed to banks totalled DKK 1.3 billion (2009/10: DKK 1.2 billion). We refer to note 14 on the maturity of loans. Foreign exchange risks The Group's income statement and equity are affected by foreign exchange fluctuations following investments in subsidiaries in Sweden. In addition, the consolidated income statement is affected by changes in the exchange rate upon the translation into Danish kroner in connection with the financial reporting. A decrease in the exchange rate of 1% compared with the actual exchange rates for the year would, all things being equal, have had a negative hypothetical impact on the Group's EBITDA of DKK 0.8 million (2009/10: DKK 0.8 million). An increase in the exchange rates would have had a corresponding positive effect. Operations of the Group are not significantly affected by exchange rate fluctuations as income and expenses regarding the Group's activities in Denmark and Sweden are settled in local currencies. The Group's foreign exchange risks are therefore primarily remedied as income and expenses are settled in local currency, and derivative financial instruments are therefore only to a limited extent used to hedge any foreign exchange risk. The Group has no significant foreign exchange risks regarding extra-group receivables and payables in foreign currencies at the balance sheet date. Credit risks The Group's credit risks primarily relate to trade receivables. The maximum credit risk attributable to financial assets correspond to the value recognised in the balance sheet. The Group is not subject to any significant risks regarding one individual customer or cooperator. The Group's policy in respect of credit risks implies that all major customers and other cooperators are credit rated on an ongoing basis. In general, no collateral is provided for credit sale. The credit risk of receivables varies to a limited extent dependent on customer types. The risk of bad debts is assessed to be slightly higher for customers within the restaurant business and consequently, the credit rating and management of these customers are particularly in focus. Amounts owed by customers within the restaurant business represented approx. 30% of total trade receivables at 30 September 2011 as last year. Write-down for bad debts and specification of maturity at the balance sheet date are disclosed in note 11, which shows that the Group has not significant overdue receivables. Due to systematic monitoring and follow-up, the Group's enterprises have incurred only limited bad debt losses over the years. Capital management The Group assesses and adjusts the capital structure for the Group on an ongoing basis. Equity share of total equity and liabilities was 30.2% at 30 September 2011 (2009/10: 28.4%). 33