Results

AssetCo PLC 28 June 2007 For Immediate Release 28 June 2007 AssetCo plc ('AssetCo' and or the 'Company') Results for the year ended 31 March 2007 AssetCo plc, (AIM : ASTO) a leading provider of total managed services to the UK Fire and Rescue Authorities, is pleased to announce its results for the year ended 31 March 2007 following the reverse takeover of AssetCo Group Limited by Asfare Group plc in March 2007. KEY POINTS Proforma results for the year ended 31 March 2007 â€¢ Turnover of Â£102.6m in line with the published profit forecast contained within the admission document of Â£103.2m â€¢ EBITDA of Â£19.6m ahead of forecast of Â£17.9m â€¢ PBTA of Â£6.4m ahead of forecast of Â£6.2m Statutory results for the year ended 31 March 2007 (12 months Asfare and 1 day AssetCo) â€¢ Turnover Â£9.7m (2006: Â£4.9m) ; profit before tax Â£0.7m (2006: Â£0.4m) Reverse takeover of AssetCo â€¢ Â£80.2m reverse takeover of AssetCo Group Limited by Asfare Group plc â€¢ Placing of new ordinary shares raising Â£20.0m â€¢ Subsequent change of name to AssetCo plc Business â€¢ Integration of Asfare and AssetCo businesses on target â€¢ Emergency Services Division - Current bid pipeline - with potential life value of c. Â£600m over 20 years - 8 FRAs in advanced stage of evaluation for outsourcing - Currently tendering for National Resilience programme contract â€¢ Emergency Equipment Division - Awarded 4 year framework agreement for supply of pumping appliances to the Fire and Rescue Service - Approved NHS supplier for fast response vehicles - Strong forward order book across division Tim Wightman, Chairman, commented: 'Trading in quarter one is ahead of the Board's expectations. Trading conditions around the Group remain favourable and opportunities are increasing in all key areas of business activity. AssetCo has critical mass in terms of people, expertise, experience, turnover and profit. It has first mover advantage in the supply of outsourced fire brigade services and is a key product supplier to the sector throughout the UK and beyond.' 'The value AssetCo can contribute has now been proven and with eight FRAs in advanced stages of evaluating the move to an outsourced model, the immediate and long term future for AssetCo has never looked better. We therefore enter the new financial year with optimism and confidence.' For more information please contact: AssetCo plc Tel: +44 (0) 20 8515 3999 John Shannon Frank Flynn Buchanan Communications Tel: +44 (0) 20 7466 5000 Tim Anderson Isabel Podda Chairman's statement Introduction This is my first Chairman's statement since the takeover of AssetCo Group Limited by Asfare Group plc and the successful share placing which resulted in the creation of AssetCo plc as we now know it. I would like to take this opportunity to welcome all shareholders to the new company and thank them for their support. I would also like to thank the executive team, the board and all staff for their hard work during the year and particularly through a transaction which was complex and time consuming, but ultimately rewarding. The transaction to create AssetCo plc was the dominating development of the year under review, however it was also a period of impressive organic growth in profitability reflecting the strategy of the business to capitalise on its managed service first mover advantage in the Fire and Rescue market. AssetCo now has a platform to achieve its plans to increase profitability through contract wins, expansion of existing contracts, extension of its product portfolio and by continued acquisition. We ended the year with strong trading in the final quarter supported by organic and acquisition led growth and this has continued into the first quarter of the current financial year. This buoyant performance is anticipated to be deliverable on a sustainable basis. In addition the integration synergies of the combined businesses will start to take effect from quarter two. Pro-forma Financial Results and Statutory Financial Results The Group as it now stands only traded for one day of the year under review. Consequently, in line with the approach taken in the Admission Document, the financial review is presented in a pro-forma format which consolidates the performance of the constituent companies for the whole year. I am pleased to be able to report a strong performance for the year with turnover of Â£102.6m, in line with the forecast contained within the Admission Document (Â£103.2m), EBITDA of Â£19.6m and pre-tax profit before amortisation of Â£6.4m against forecasts of Â£17.9m and Â£6.2m respectively. The audited consolidated profit and loss account shows a profit before tax of Â£726,000, an increase of Â£368,000 over the previous year. EBITDA, excluding exceptional redundancy costs of Â£267,000, was Â£1.4 million. Organisation Following the transaction, the business has been organised into two independent trading divisions: Emergency Services and Emergency Equipment. Emergency Services Division This division owns, manages, maintains and ensures the availability of approximately 650 fire and rescue vehicles and over 50,000 items of operational equipment for the London Fire Brigade (LFB) and Lincolnshire Fire & Rescue Service (LFR). To put this in perspective, this represents around 11% of England's front line pumping appliances and associated operational equipment. The LFB and LFR contracts are the first to be outsourced to the private sector. The LFB contract was secured in November 2001 and LFR in April 2006. Both contracts are for 20 years with an estimated total value over the contract period of approximately Â£500 million. Demand for outsourcing Fire and Rescue operational support is driven by recent changes in legislation that place statutory duties on individual Fire and Rescue Authorities (FRAs) to respond to a wider range of threats to public safety and to focus core activities on community safety initiatives whilst operating in an environment striving for improved efficiency and cost reduction. AssetCo provides operational excellence, long term capability, and sustainable managed service solutions for the Fire and Rescue Service. The Group has an enviable track record in exceeding critical service level agreements and an in-depth operational infrastructure expertise which is unrivalled in the market place. As the provider of the only two contracts of this type so far awarded in the UK it is well positioned for success in this new and growing market. Emergency Equipment Division In addition to a current client base that includes all the UK's FRAs and other Emergency Service agencies, this division provides the equipment required to support the managed service requirements of the Emergency Services Division. AssetCo's Emergency Equipment Division is the result of the Group's successful history of strategic acquisitions. It comprises Papworth Specialist Vehicles - specialists in the design, build, conversion and assembly of emergency vehicles, acquired in 2003 and Fire Safety Equipment (FSE), a distributor of hydraulic rescue equipment acquired in December 2006. This division also includes AS Fire and Rescue, Collins Youldon, and Todd Research, all market leading equipment suppliers which were part of Asfare Group plc. Our fast, focused and successful integration of these complementary businesses has brought together leading manufacturers and distributors and provides our clients with the most comprehensive range of equipment available from one supplier. In addition to the value added service this brings our clients in the Fire and Rescue Authorities, Ambulance Trusts and Police Authorities, our approach has enabled AssetCo to exercise greater control over the supply chain and equipment costs, an essential component of delivering high availability, high performance managed service contracts. With the integration and organisation of these companies as one specialist division, AssetCo is now an approved supplier of essential equipment into the Fire and Rescue Service, and an approved vehicle supplier to the police services and NHS. From this platform the Group is strongly positioned to expand its services portfolio throughout the wider UK and global Emergency Services markets. Current Trading Trading in quarter one is ahead of the Board's expections. Trading conditions around the Group remain favourable and opportunities are increasing in all key areas of business activity. Outlook AssetCo has critical mass in terms of people, expertise, experience, turnover and profit. It has first mover advantage in the supply of outsourced fire brigade services and is a key product supplier to the sector throughout the UK and beyond. The value AssetCo can contribute has now been proven and with eight FRAs in advanced stages of evaluating the move to an outsourced model, the immediate and long term future for AssetCo has never looked better. We therefore enter the new financial year with optimism and confidence. Timothy Wightman Chairman Report of the Chief Executive Officer Introduction The first full year following the AssetCo Group Limited Management Buy-in/ Buy-out in October 2005 has been a challenging but thoroughly rewarding period as we continue to deliver the strategy of repositioning the business from its utility fleet management origins into a provider of support services to the Fire and Rescue and broader Emergency Services market. We have established a solid platform from which to deliver our forecast organic growth and to continue to identify value enhancing acquisitions. As outlined in the Chairman's statement, the Group will now report on a divisional basis both to reflect our market positioning and maximise transparency. Similarly, as acquisition accounting has been adopted the statutory accounts include Asfare for the full financial year and AssetCo for one day post transaction, we have provided combined pro forma statements for the whole year. Pro-forma Financial Performance Our business model has been created to deliver long term sustainable earnings. For the year to 31 March 2007 we delivered EBITDA of Â£19.6m and pre-tax profit before amortisation of Â£6.4m against forecasts of Â£17.9m and Â£6.2m respectively as contained within the Admission Document. The audited consolidated profit and loss account shows a profit before tax of Â£726,000, an increase of Â£368,000 over the previous year. EBITDA, excluding exceptional redundancy costs of Â£267,000, was Â£1.4m. Integration We are pleased with the progress being made integrating the AssetCo and Asfare businesses, which is on target. Our integration efforts have concentrated on enhancing our service delivery capabilities through focussed investment, co-ordinating product sales across the Group and accelerating our research and development programmes. Emergency Services Division Our strategy is to build this support services division into an international business which meets the needs of a world where demands now range from routine fire and rescue emergencies to the very real likelihood of terrorist attacks. There are 59 FRAs in total in the UK and only two have awarded contracts to date - both to AssetCo. In addition to building revenue streams from these existing contracts our objective is to gain further FRA managed service contracts, building on our first mover advantage. In the UK we currently supply the London Fire Brigade (LFB), the third largest Emergency Service in the world, and Lincolnshire Fire and Rescue Service (LFR), one of the largest rural FRAs in the UK. The LFB contract had an initial value of Â£292m which is now estimated to be Â£400m. This increase in value is derived from the demand for more services and additional equipment as a result of the growth in responsibilities experienced by the Fire Service as a whole, as well as the purchase of new services introduced by AssetCo. We are also engaged in a number of other projects with both London and Lincolnshire which provide new revenue opportunities beyond the scope of these initial contracts. Of the remaining 57 FRAs in the UK, eight are currently in advanced stages of evaluating the move to an outsourced model for their Fire and Rescue equipment and related services. A contract is also being tendered for the supply of a National Resilience managed service as part of the Government's New Dimension programme. These projects have a potential whole life value of approximately Â£600 million over 20 years. The first of these contracts, in line with our forecasts, is expected to be awarded at the end of 2007, with the balance being awarded during 2008/9. Market conditions continue to offer improved prospects for the Group's services and, in particular, the Managed Service offering. The Fire and Rescue Services (FRS) depend on the Comprehensive Spending Review (CSR) to set budgets for forthcoming years. Currently there is a delay in announcing the 2008/9 budget levels and, when announced, these are expected to be at a 'standstill' creating yet further pressure on Service spending. This is at a time when the FRAs are being asked to take on more and more responsibilities in line with the National Framework targets. Additionally the theme of diversity continues to build pace in the Fire Service and will begin to have an impact on the design of vehicles and equipment and the associated methods of operation - all creating a need for further investment. We therefore see these pressures adding to the interest in the Group's services with the following outcomes: 1. The CSR delay and standstill settlement are likely to constrain FRAs' budgets yet further. Implication: Chief Fire Officers will review non core activities more aggressively and, for the first time, be forced to give serious consideration to the more cost effective AssetCo solution. 2. The drive for diversity in the FRAs is adding complexity. Implication: complexity drives up cost and requirement and, against a background of limited expenditure, our managed service model will become more attractive. 3. Individual FRAs are looking to collaborate with neighbouring authorities to increase efficiency. Implication:- Groups of FRAs will combine to outsource requirements. Potentially, after a collaboration phase, our pipeline could accelerate as clients come to market in larger groups. Whilst the FRS remains our core revenue source within this division we continue to build upon and extend our services to other Emergency Service providers where our business model and product offering can offer significant benefit. These include the police and ambulance services to which we currently provide support under our Emergency Equipment Division in terms of vehicle build and assembly. The Emergency Services Division will be looking to benefit from these existing relationships. Given that potential clients are faced with expenditure constraints, growing complexity through wider remits and the diversity agenda, and the drive for greater efficiency (better value for money), it is not surprising they often need assistance in evaluating their options. The ability to provide independent advice on 'best practice and best value' is an obvious but valuable entry point. In order to support these client evaluations and bolster the management of this entry point we acquired Simentra Consulting in April 2007. Simentra is an established consulting business with a brand in homeland security and civil contingency planning. We believe this acquisition will enable us to bring clients to market more rapidly and provide further entry points for the core product and related services growth. Emergency Equipment Division The Emergency Equipment Division was formed principally from the integration of the Asfare businesses and Fire Safety Equipment (FSE), which was acquired by AssetCo in December 2006. When combined with Papworth Specialist Vehicles, acquired in October 2003, we now bring to market a division strategically focused on delivering a fully integrated product supply chain with extensive knowledge and experience in the design, build and conversion of specialist emergency vehicles. This unique combination enables our clients to select an extensive range of specialist vehicles and a full range of operational equipment from just one company. Our current equipment range includes market leading products such as Holmatro hydraulic rescue equipment, AS Fire and Rescue ladders, gantries, roller shutters and equipment carriers, Collins Youldon hose reels and a selection of product variations. Papworth Specialist Vehicles converted over 2,000 vehicles for police services and, within the ambulance sector, over 100 front-line and high dependency unit ambulances were built for NHS, private and charity status clients in 2006. Our engineering-led approach to providing client solutions saw the launch of a lightweight van-based ambulance and further progress in operational improvements to our modular box body conversion. Papworth Specialist Vehicles was recently awarded a four year framework agreement for the supply of pumping appliances to the FRS. In addition the company became an approved NHS supplier for fast response vehicles, a status already held for Accident and Emergency and Patient Transport vehicles. Innovation and co-ordinated client account management is key to building this business and we are currently developing a number of product enhancements as well as broadening our product portfolio through strategic alliances with best in class original equipment manufacturers (OEMs). The forward order book for this division remains strong and we believe it will continue to grow as the synergies of the division are further leveraged. Strategy We are endeavouring to broaden our service capabilities beyond our current expertise in specialist vehicle and equipment managed services and to replicate our success in the FRS across the other Emergency Services. We will seek to identify acquisition opportunities that further embed us in our target markets and where we may continue to benefit from first mover advantage and where the opportunities for growth are significant. Outlook The agenda of the FRAs will continue to provide the Group with exciting opportunities and we are well placed to compete for these contracts. The market, as stated at the time of the Admission Document, is moving swiftly towards full outsourced services. As the operator of the first two outsourced contracts, AssetCo is well placed to win a significant percentage of this emerging sector. AssetCo can now leverage the client relationships held between the Emergency Equipment Division and its core target of the remaining 57 FRAs which are yet to outsource their managed services. We will continue to seek to grow the business both organically and through acquisitions where we can identify opportunities to increase value to shareholders. John Shannon Chief Executive Report of the chief financial officer Introduction I am pleased to submit my first report as the Chief Financial Officer of AssetCo plc. The year ended on a successful note with the acquisition of AssetCo Group Limited by Asfare Group plc (now 'AssetCo plc' or 'the Group') taking place on 30 March 2007. As noted by the Chief Executive Officer in his report, by combining Asfare and AssetCo, the Enlarged Group is ideally placed to capitalise on its first-mover advantage in total managed services for the Emergency Services. Accounting treatment The directors have decided to account for the combination using conventional acquisition accounting which follows the legal reality of what occurred, although the transaction qualified as a reverse acquisition under the AIM rules. Under Rule 14 of the AIM rules, a reverse acquisition would result if, following the transaction, the company already listed on AIM saw a 'fundamental change in its business, board or voting control'. In addition, the AIM rules list a series of class tests which are used to compare the relative sizes of the combining entities. Under UK company law and UK accounting standards, reverse acquisition accounting is not recognised. To adopt such a method of accounting would require a departure from the Companies Act and accounting standards and is only justified in order to give a true and fair view. The directors believe that the legal reality of the transaction, in which Asfare Group plc purchased AssetCo Group Limited, should be reflected in the Group's financial statements. It is the opinion of the directors that by accounting for the transaction using conventional acquisition accounting, a true and fair view is achieved. Although under United Kingdom Generally Accepted Accounting Principles ('UK GAAP') reverse acquisition accounting is not recognised, this will be the last set of our financial statements that are prepared using this framework. With effect from the 1 April 2007, our financial statements will be prepared under International Financial Reporting Standards ('IFRS') and the treatment of the acquisition will be revisited. New capital As part of the acquisition, 13,793,104 ordinary shares were placed with institutional investors, representing 20.5% of the share capital of the Enlarged Group, and Â£20 million of new cash was raised. The net cash received of approximately Â£16.8 million, after deducting costs associated with the takeover, was used to repay some of the existing borrowings of the Group and to fund working capital. A sum of Â£10 million was used to acquire the preference shares in AssetCo Group Limited which had been retained by the previous owners of that company. Shareholder value At the start of the year, the share price was 78.5 pence. At the time of writing this has increased to 199.5 pence valuing the Group at approximately Â£134.1 million. Review of business Acquisitions During the period under review, four additional acquisitions have been successfully completed. Collins Youldon In June 2006, Asfare Group plc acquired the business and assets of Collins Youldon Limited, a company that manufactures hose reels, cable drums and related products supplying both the fire and vehicle tanker industries. Fire Safety Equipment Limited In December 2006, AssetCo completed the acquisition of the entire issued share capital of Fire Safety Equipment Limited (FSE). FSE has a long history of supplying equipment to the emergency market including fire extinguishers, lighting, fans and pumps. FSE has the rights to distribute hydraulic rescue equipment manufactured by Holmatro. Holmatro is considered to be a world-leader in this field. Simentra Limited In April 2007, the Group acquired all of the issued share capital of Simentra Limited. Simentra provides specialist consultancy services to the homeland security and civil contingency planning markets. Simentra utilises a wide range of security professionals who have experience at all levels of Emergency Services operations. Blue Amber Red Limited More recently, in June 2007 the Group acquired the entire issued share capital of Blue Amber Red Limited. The principal activity of Blue Amber Red Limited is the import, design, manufacture and distribution of specialised lighting to the Emergency Services market. Other acquisitions, joint ventures and strategic alliances are currently under consideration and are focused on broadening our managed service offering to the Emergency Services market. Balance sheet The consolidated balance sheet shows net assets of the Group of Â£103.9 million. The goodwill of Â£112.1 million largely arises from the acquisition of AssetCo Group Limited (Â£109.4 million). The directors believe that the value of the goodwill is supported by the underlying nature and performance of the business acquired which has two long-term contracts with the London Fire and Emergency Planning Authority ('LFEPA') and the Lincolnshire Fire and Rescue Service (LFR). The twenty-year Private Finance Initiative contract with the LFEPA commenced in February 2001 and was valued at Â£292 million. This is now estimated to be worth Â£400 million over the life of the contract. In April 2006 the Group commenced a twenty-year contract with LFR. The contract, worth over Â£60 million, covers the procurement, supply, maintenance and lifecycle replacement of LFR's fleet, fire and rescue vehicles and operational equipment. LFR's vehicles and equipment are currently on contract hire from a third-party supplier. As these reach the end of their existing contracts, they will be replaced with vehicles and equipment owned by AssetCo. The replacement programme is on target to commence in June 2007 and will result in 60 fire appliances being supplied to LFR over a period of two years. Both of these long-term contracts are profitable and with remaining lives of 14 and 19 years respectively support the assertion of the directors that significant value can be attributed to these arrangements. Research and development projects As part of our ongoing commitment to delivering the most technologically advanced equipment to both the LFEPA and LFR, the Group is engaged in research and development projects that are designed to find innovative solutions to meet the challenges and changing needs of the Emergency Services sector. Pro-forma unaudited profit and loss account As the acquisition took place on 30 March 2007 there is only one day's trading of the former AssetCo companies incorporated into the consolidated profit and loss account. In order to aid the reader of the financial statements, is a pro-forma unaudited profit and loss account which shows the result of the Group for the year ended 31 March 2007 as though the transaction had occurred on 1 April 2006. The pro-forma statement therefore includes the full year's trading for both the former AssetCo and Asfare Groups. On a pro-forma basis, the new Group has delivered a combined turnover of Â£102.6 million producing a profit before tax of Â£4.1 million for the year ended 31 March 2007. EBITDA, before exceptional redundancy costs of Â£267,000, was Â£19.6 million. Pro-forma profit forecast Our performance compared to the published profit forecast, contained within our Admission Document, is given below. The forecast figures assume that the transaction occurred on 1 April 2006 and that a full year's results are combined for both the former AssetCo and Asfare Groups. Â£ million Actual Forecast Variance Variance (%) Turnover 102.6 103.2 (0.6) 0.6 EBITDA 19.6 17.9 1.7 9.5 Profit before tax and amortisation 6.4 6.2 0.2 3.2 Profit and loss account The statutory consolidated profit and loss account shows a profit before tax of Â£726,000 compared to Â£358,000 for the year ended 31 March 2006. This represents an increase of Â£368,000 (103%). Operating profit increased by Â£429,000 (100%) and has been helped by the acquisition of Collins Youldon which has added Â£2.6 million to turnover during the year. Earnings per share are 10.6 pence compared to 7.0 pence for the previous year. Included within the result for the year are exceptional costs of Â£267,000 relating to the redundancy costs of Tim O'Connor and Tony O'Neill, two former directors of the Group. EBITDA, excluding the exceptional redundancy costs, was Â£1.4 million. Dividend A dividend has not been declared during the period. The Board intends to adopt a progressive dividend policy taking into account the earnings potential of the Group and the growth and development opportunities available, while maintaining appropriate levels of dividend cover. Net debt Forecast net debt was Â£52.7 million at 31 March 2007 which is in line with our actual net debt of Â£53.5 million. The Group is currently in negotiations with all providers of finance with a view to either consolidating existing facilities or extending repayment terms to mirror the useful economic lives of the underlying assets. During the year, cash increased by Â£2.1 million across the Group. Outlook Our ongoing focus is to concentrate on the Emergency Services market. We will continue to strive to reduce the cost base that the Group inherited from its previous owners with a view to moving to a more variable cost base and we have now exited the majority of our low-margin fleet management contracts. FY08 will focus on delivering the synergies from the integration of the companies recently acquired and on the continuous profit improvement programmes in our core long-term contracts. Frank Flynn Chief Financial Officer Unaudited pro-forma profit and loss account for the year ended 31 March 2007 2007 2006 Â£'000 Â£'000 Turnover 102,562 67,024 Cost of sales (73,879) (54,107) --------- -------- Gross profit 28,683 12,917 Administrative expenses excluding depreciation and amortisation (9,064) (4,445) --------- -------- EBITDA 19,619 8,472 Depreciation (9,493) (5,235) Interest receivable and similar income 54 96 Interest payable and similar charges (3,771) (1,893) --------- -------- Profit on ordinary activities before amortisation and taxation 6,409 1,440 --------- -------- Amortisation (2,336) (1,197) --------- -------- Profit on ordinary activities before taxation 4,073 243 ========= ======== The unaudited pro-forma profit and loss account assumes that both AssetCo Group Limited and Asfare Group Plc had been trading as one entity since October 2005. The 2006 comparative figures include the results of AssetCo Group Limited from October 2005 to 31 March 2006 and a full year's trading of Asfare Group Plc to 31 March 2006. The audited consolidated balance sheet reflects Asfare Group plc's acquisition of AssetCo Group Limited Consolidated profit and loss account for the year ended 31 March 2007 Note 2007 2006 Â£'000 Â£,000 Turnover Continuing operations 2 7,059 4,092 Acquisitions 2,597 813 --------- --------- Group turnover 9,656 4,905 Cost of sales (4,436) (2,069) --------- --------- Gross profit 5,220 2,836 Administrative expenses (4,335) (2,380) ------------------------------ ------ --------- --------- Operating profit before goodwill amortisation, curtailment gain and redundancy costs 1,377 574 Curtailment gain - 141 Goodwill amortisation (225) (259) Redundancy costs (267) - ------------------------------ ------ --------- --------- Operating profit Continuing operations 435 346 Acquisitions 450 110 --------- --------- Group operating profit 885 456 Interest receivable and similar income 9 8 Interest payable and similar charges (168) (106) --------- --------- Profit on ordinary activities before taxation 726 358 Tax on profit on ordinary activities 3 (235) (45) --------- --------- Profit on ordinary activities after taxation 491 313 ========= ========= Earnings per share Basic earnings per share 4 10.6p 7.0p ========= ========= Diluted earnings per share Diluted basic earnings per share 4 10.6p 7.0p ========= ========= All of the above operations are classed as continuing. Consolidated balance sheet as at 31 March 2007 2007 2006 Â£'000 Â£'000 Fixed assets Intangible assets 112,123 3,510 Tangible fixed assets 50,879 1,280 -------- --------- 163,002 4,790 -------- --------- Current assets Stocks 4,235 697 Debtors 14,052 1,269 Pension scheme surplus 329 - Cash at bank 10,231 501 -------- --------- 28,847 2,467 Creditors: amounts falling due within one year (34,971) (1,786) -------- --------- Net current (liabilities)/assets (6,124) 681 -------- --------- Total assets less current liabilities 156,878 5,471 Creditors: amounts falling due after more than one year (49,763) (1,443) -------- --------- Net assets excluding pension liability and provisions 107,115 4,028 -------- --------- Provisions (3,206) - Pension scheme liability (30) (62) -------- --------- Net assets 103,879 3,966 ======== ========= Capital and reserves Called up equity share capital 16,800 1,243 Share premium account 17,890 2,346 Merger reserve 68,293 - Profit and loss account 896 377 -------- --------- Shareholders' funds 103,879 3,966 ======== ========= These financial statements were approved by the Board of Directors on 26 June 2007 and are signed on their behalf by: R.F. Flynn Director Consolidated cash flow statement for the year ended 31 March 2007 2007 2006 Note Â£'000 Â£'000 Net cash (outflow)/inflow from operating activities 5 (7,449) 774 Returns on investments and servicing of finance Interest received 9 8 Interest paid (168) (92) New loans issue costs - (18) -------- --------- Net cash outflow from returns on investments and servicing of finance (159) (102) Taxation (26) (4) Capital expenditure and financial investment Purchase of tangible fixed assets (153) (73) Proceeds from disposal of fixed assets 1,107 - -------- --------- Net cash inflow/(outflow) from capital expenditure and financial investment 954 (73) Acquisitions and disposals Purchase of subsidiary undertakings (12,151) (2,168) Net cash acquired with subsidiaries 2,675 262 -------- --------- Net cash outflow from acquisitions and disposals (9,476) (1,906) -------- --------- Cash outflow before financing (16,156) (1,311) Financing Placing costs - (27) Issue of shares 18,992 694 Receipt of loans - 1,250 Long-term loan repayments (728) (280) -------- --------- Cash inflow from financing 18,264 1,637 -------- --------- Increase in cash 2,108 326 ======== ========= Consolidated statement of total recognised gains and losses for the year ended 31 March 2007 2007 2006 Â£'000 Â£,000 Profit for the financial year 491 313 Actuarial gain on the pension scheme 40 34 Deferred tax adjustment on pension deficit (12) (10) --------- --------- Total recognised gains and losses in the year 519 337 ========= ========= Notes to the financial statements for the year ended 31 March 2007 Basis of accounting The financial statements have been prepared in accordance with applicable United Kingdom accounting standards and under the historical cost convention. The directors have reviewed the accounting policies adopted by the company and consider them to be the most appropriate. The accounting policies remain the same as those of 31 March 2006. As the acquisition took place on 30 March 2007 there is only one day's trading of the former AssetCo companies incorporated into the consolidated profit and loss account. Turnover Turnover is attributable to the principal activity of the Group. By division 2007 2006 Â£'000 Â£'000 AS Fire & Rescue Equipment (1) 7,736 4,092 Todd Research (2) 1,920 813 ---------- ---------- 9,656 4,905 ========== ========== There were two classes of business for the year: (1) Manufacture of ladders, gantries and ancillary equipment, sold under several brand names to emergency and rescue services. (2) Manufacture of x-ray scanning equipment for post and baggage aimed at the mail room market. By geographical market 2007 2006 Â£'000 Â£'000 UK 7,754 4,159 Rest of world 1,902 746 ---------- ---------- 9,656 4,905 ========== ========== No further analysis by division or geographical segment has been provided as, in the opinion of the directors, such disclosure would be seriously prejudicial to the commercial interests of the Group. Tax on profit on ordinary activities 2007 2006 Â£'000 Â£'000 UK Corporation tax based on the results for the period at 234 - 30% Adjustments in respect of prior periods 1 4 --------- --------- Total current tax 235 4 Deferred tax movement - 41 --------- --------- 235 45 ========= ========= Factors affecting the tax charge for the current period: The current tax charge for the period is different from the standard rate of corporation tax in the UK of 30%. The differences are explained below. 2007 2006 Â£'000 Â£'000 Profit on ordinary activities before tax 726 358 ========= ========= Current tax at 30% 218 107 Effects of: Expenses not deductible for tax purposes 107 45 Losses carried forward (30) (154) Capital gain on disposal less than accounting profit (47) - Capital allowances for the year (more)/less than (14) 2 depreciation Adjustments to prior year 1 4 --------- --------- 235 4 ========= ========= Earnings per share 2007 2006 Â£'000 Â£'000 Profit after taxation 491 313 Adjustments Goodwill amortisation 225 1644 ---------- --------- Adjusted profit 716 477 ---------- --------- Number Number Basic weighted average number of shares 4,667,068 4,496,582 Dilutive effect of ordinary shares: Share options - - Warrants - - ---------- --------- 4,667,068 4,496,582 ---------- --------- 2007 2006 Basic earnings per share 10.6p 7.0p Loss per share on goodwill amortisation 3.8p 3.6p ---------- --------- Adjusted earnings per share 15.4p 10.6p ========== ========= Diluted basic earnings per share 10.6p 7.0p Diluted loss per share on goodwill amortisation 3.8p 3.6p ---------- --------- Diluted adjusted earnings per share 15.4p 10.6p ========== ========= The dilutive effect of share options has been calculated in accordance with accounting standards. For this purpose the fair value of the shares has been taken as the nominal price of the Group's shares for the year ended 31 March 2007 of 25p. The share warrants and share options are anti-dilutive in the year as their exercise price exceeds the fair value of the shares. Reconciliation of operating profit to net cash flow from operating activities 2007 2006 Â£'000 Â£'000 Operating profit 885 411 Depreciation and amortisation 354 236 Profit on sale of tangible fixed assets (5) - (Increase)/decrease in stocks (666) 86 Increase in debtors (485) (226) (Decrease)/increase in creditors (7,532) 267 --------- ---------- Net cash (outflow)/inflow from continuing operating (7,449) 774 activities ========= ========== Reconciliation of net cash flow to movement in net debt 2007 2006 Â£'000 Â£'000 Increase in cash in the period 2,108 326 Issue of debt (54,246) (962) --------- ---------- Movement in net debt in the period (52,138) (636) Net debt at 1 April 2006 (1,329) (693) --------- ---------- Net debt at 31 March 2007 (53,467) (1,329) ========= ========== Analysis of changes in net debt At Cash flows Non cash movements 1 April 2006 At 31 March 2007 Â£ Â£ Â£ Â£ Cash in hand and at bank 501 9,730 - 10,231 Overdrafts - (7,622) (7,622) ---------- --------- --------- --------- 501 2,108 - 2,609 Bank loans (1,830) 597 - (1,233) Finance leases - - (9,427) (9,427) Other loans - (45,416) (45,416) ---------- --------- --------- --------- Net debt (1,329) 2,705 (54,843) (53,467) ========== ========= ========= ========= Publication of Non-Statutory Accounts The financial information set out in this report does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The figures for the year ended 31 March 2007 have been extracted from the statutory financial statements which will be filed with the Registrar of Companies. The auditors' report on those financial statements was unqualified and did not contain a statement under Section 237(2) of the Companies Act 1985. This information is provided by RNS The company news service from the London Stock Exchange

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9 hours ago Shell
10 hours ago Serica Energy
10 hours ago Mortgage Advice Bureau (Holdings)

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