Final Results

Northgate PLC 06 July 2004 6th July 2004 NORTHGATE PLC PRELIMINARY RESULTS FOR THE YEAR ENDED 30 APRIL 2004 Northgate plc (the 'Company', the 'Group'), the UK's leading specialist in light commercial vehicle hire, announces its preliminary results for the year ended 30 April 2004. • Turnover up 5.3% to £355.6m (2003 - £337.9m) • Operating profit (including share of Fualsa joint venture) up by 18.1% to £60.1m (2003 - £50.9m) • Pre-tax profit up 22.1% to £44.7m (2003 - £36.6m) • Earnings per share up 22.9% to 50.9p (2003 - 41.4p) • Total dividend increased by 10% to 17.6p (2003 - 16.0p) • UK fleet increased by 5.3% to 47,400 (2003 - 45,000) • Continued excellent performance by Fualsa, the Group's Spanish rental business - £3.3m contribution to pre-tax profit (2003 - £1.9m) - 25% increase in fleet size over the year to 15,000 (2003 - 12,000) - Currently operating from 12 locations • Option to purchase remaining 60% of Fualsa exercised on 3 May 2004 Michael Waring, Chairman, commented: 'I am pleased to report an excellent start to the first year of our three year Strategy for Growth. We responded well to some challenging operating conditions in the first half, which temporarily impacted our fleet growth. The second half of the year saw a return to more normal growth in fleet and network locations, producing strong financial results for the full year. 'Although the UK remains our core market, it is particularly pleasing that our first venture into Continental Europe, the acquisition of Fualsa in Spain, has proved to be such a success. Fualsa is now making a significant contribution to Group profits and, since the year end, we have completed the acquisition of the remaining 60% of the equity in the business. 'We are confident that the Group's over-riding goal, namely to achieve annual double-digit earnings growth throughout the period of our plan, remains achievable.' Full statement and results attached. For further information, please contact: Northgate plc 01325 467558 Steve Smith, Chief Executive Gerard Murray, Finance Director Hogarth Partnership Limited 020 7357 9477 Andrew Jaques Tom Leatherbarrow High resolution images are available for the media to view and download free of charge from http://www.vismedia.co.uk CHAIRMAN'S STATEMENT This financial year is the first year of our Strategy for Growth announced in July 2003 and covering the period to April 2006. I am pleased to report an excellent start, particularly in respect of the increase in earnings per share of 22.9% to 50.9p (2003- - 41.4p ). Progress against the other specific targets in the plan is set out in the Operational Review by the Chief Executive which follows my statement. Based on these results and the Board's view of future prospects, the Board has decided to recommend to shareholders a final dividend of 10.6p per share. This will make the total dividend for the year 17.6p - an increase of 10% on last year, covered 2.8 times. The dividend will be payable on 10 September 2004 to those shareholders on the register on 6 August 2004. Our UK business faced challenging trading conditions in the summer of 2003 due to short term competitor pricing pressure. However, as a result of the actions taken by management, the business has not only produced a good set of results but also emerged stronger for the experience. Looking to the future, the UK business will continue to form the core of the Group's trading operations and we remain confident of our ability to expand our market share and business here. Our position as the leading van rental company in the UK leaves us well placed to take advantage of opportunities that will arise to expand our fleet and network either via acquisition or the establishment of new greenfield locations. The strengths of the business which brought us to this position and in particular our product Norflex, our unique structure and the commitment and dedication of our employees, will be as valid to our future as they were to our past. As a management we will remain focused on the key measures of our business such as utilisation and will look for the many small improvements that will ensure that we remain ahead of the competition. The continued excellent performance of Fualsa, our Spanish rental business, resulted in the exercise of our option to purchase a further 40% of the equity on 3 May 2004. As anticipated the consideration was €22.3m - the maximum payable under the terms of the purchase contract. In addition, we reached agreement to effect the early exercise of the option for the remaining 20%, which also took place on 3 May 2004. The consideration for this final 20% remains payable in 2006 and will be determined using a multiple of 8.5 times the average profits after tax for calendar years 2004 and 2005, subject to the maximum consideration payable being €14.9m. We believe that the dynamics of the vehicle rental market in Spain offer the Group an exceptional opportunity to build on its initial success. We intend to build a substantial business in the Spanish market using Fualsa as a platform for expansion. How large a business we can develop is the question we are currently addressing in order to establish the framework for our strategy beyond April 2006. Our underlying philosophy will continue to be the prudent management of the Company's assets in order to deliver long term sustainable growth. In May, I advised the Company that it was my wish to stand down as Chairman no later than the AGM in 2005, but sooner if the Board had settled on a suitable candidate as my successor. I have been either Chairman or Chief Executive of the Group for nearly 20 years. With the help and support of my colleagues, most of whom today fill the top positions in the Company, I have seen the Company's market capitalisation and earnings increase some twenty fold over this period. Shareholders have seen the dedication and drive that the management have brought to the Company in the delivery of our previous five year Strategy for Growth, which saw earnings double during the period 1999 - 2003, and in the results for this year, the first year of our new three year Strategy for Growth. I have no doubt that this commitment to shareholders will continue for the future. Finally, I want to thank all the men and women who work so hard to make Northgate such an outstanding company. Their commitment to serve the interests of customers, often under difficult circumstances, is a large measure of the Group's success. Michael Waring Chairman OPERATIONAL REVIEW Three Year Strategy for Growth In July 2003, we announced a new three year Strategy for Growth based on achieving the following targets by April 2006: • Fleet size of 60,000 in the UK and 18,000 in Spain; • Network of 100 locations in the UK and 20 in Spain; • 100% ownership of Fualsa; • An established portfolio of non-rental products. Through the successful implementation of the plan we are seeking to achieve annual double-digit earnings per share growth. An increase in earnings per share of 22.9% in the year under review represents a good start. Review of Current Year The Interim Statement in January detailed the challenging trading conditions experienced in the first half of the financial year as a result of short term competitor pricing pressure. As a consequence management took a prudent approach to the purchase of new vehicles and the opening of new locations with the result that fleet growth was limited. Despite these conditions, pre-tax profits and earnings per share for the six months to 31 October 2003 saw good improvements due to tight cost control and increased operational efficiency. The second half of the year has been much more positive, with growth in both the network and the fleet being more in line with our expectations. Depot Network We currently operate from 36 primary and 39 branch locations. We have opened new locations in Aldershot, Crawley, Droitwich, Glasgow and Newport during the financial year and Wakefield since the year-end. All of these locations are branches operating as satellites of existing hire companies. We continue to look at consolidating businesses where we feel this will lead to efficiencies without detracting from customer choice and service. During the year our businesses in Plymouth and Bristol were merged to trade under the new style - Bristol and West Vehicle Hire Limited. Of the 75 sites in the Group, 18 have been open for less than two years and, in our terms, are not yet mature, thereby offering greater growth potential than for more mature locations. We will continue to expand the network through greenfield sites (in the main, satellites) and, where appropriate, selective acquisitions. Vehicle Fleet Despite a difficult first half to the financial year, the fleet grew by 2,400 vehicles in the year to close at 47,400 vehicles (2003 - 45,000 vehicles). In what is traditionally for us a quieter second half, fleet growth was 1,700 vehicles. Two small acquisitions were made towards the end of the financial year and contributed 1,000 vehicles to the increase in fleet size. In March we bought the assets of Aim Hire Limited based in Peterborough and on 30 April we purchased the equity of F Herriman & Sons Limited trading as Daman Vehicle Rental based in Runcorn in Cheshire. The assets of Aim Hire have been merged into our East Anglian business and Daman currently remains a stand-alone business. Excluding the effects of these acquisitions, fleet growth for the year was just over 3%. The new financial year has started well with fleet growth in the first two months, all from existing locations, being in line with our plan for the year ahead. Hire Rates Once again hire rates have remained relatively stable over the year, in part as a result of our decision not to discount aggressively to match quotes from contract hire companies last summer. As we outlined last July, our three year Strategy for Growth does not envisage any material improvement in hire rates, with increased profitability being driven in the main by growth in the fleet and cost efficiencies. Whilst low inflation and low interest rates create an environment where the opportunities to increase prices are limited, they do, of course, also impact positively on our costs and margins. However, if interest rates increase, it may be possible to improve our hire rates but it is more likely that we can achieve additional fleet growth on the back of competitors and, in particular, contract hire companies being forced to increase their prices. Utilisation Utilisation, which averaged just over 89% for the year, remains the key management tool within the business. The overall percentage masks a variation between utilisation in established (i.e. greater than two years old) and new (i.e. less than two years old) locations of 89.3% and 85.3% respectively. Consequently there remains an opportunity to improve utilisation as the network matures. Used Vehicle Sales The used vehicle market had another relatively stable year, enabling us to continue to achieve profits from this area of our business throughout the year. The average profit per vehicle was at a similar level to that of the prior year. We sold 18,700 units, up from 18,000 the previous year. The opening of our remarketing centre in Carnaby (near Bridlington) in November 2003 expanded our channels to market which now cover the full spectrum of trade, semi-retail and retail. We are looking to open a further remarketing centre in the West Midlands in the medium term. In addition to our Carnaby remarketing centre we sell vehicles from three other dedicated sales locations in the UK - Darlington, Snodland in Kent and Banbury, as well as direct from selected hire locations. Last year saw 6% of our disposals go through a refurbishment process into the semi-retail or retail channel: our aim remains to increase this percentage over the next couple of years to around 15% of the Group's UK disposals. Northgate Vehicle Solutions The third leg of our Strategy for Growth is based on growing our non-rental but vehicle-related products through a new division called Northgate Vehicle Solutions. The business was relocated to Darlington last summer significantly improving the service levels we offer customers. Our vehicle monitoring product, branded as Insight, continues to be of value to an ever-growing number of our customers and is now fitted to 1,400 of our vehicles, up from 750 on 1 May 2003. Fualsa (Spain) The year saw further expansion of the network with sites rolled out in North Madrid, Santander and La Coruna. Since the year-end, we have opened in Murcia, which brings our total number of locations to 12. There remains much scope for further greenfield development and infill and we remain confident of achieving our target of 20 locations by April 2006. The fleet closed at 15,000 on 30 April 2004, an increase of 25% over the prior year and 50% since our initial investment in July 2002. As in the UK, the overall utilisation rate of 88% is held back slightly by the lower rates of utilisation as the network continues to expand. Of the 12 depots operated by Fualsa, six have been opened during the last two years. Hire rates have seen modest increases of 1% over the last 12 months. This increase is similar to that achieved in the period from July 2002 to April 2003. As a result of the healthy fleet growth and good utilisation, Fualsa delivered a contribution (before goodwill amortisation) of £3.3m (2003 - £1.9m) to our pre-tax profits. Current Trading and Outlook Trading for the Group since the year-end has been in line with our expectations. As mentioned in the Chairman's Statement, in the UK we cannot become complacent and need to remain focused on those areas where we can drive through further efficiencies and thereby improve our business further. The challenges in Spain come in growing the fleet, whilst diversifying from the current bias towards the construction sector, together with the further development of people and processes to create a structure for sustainable long term growth. It is likely that the Group will achieve a higher profit per unit through operational gearing effects than was first envisaged at the start of the three year Strategy for Growth but may fall short of the original target of 60,000 vehicles in the UK by April 2006. However, the vehicle fleet in Spain is likely to exceed our target of 18,000 vehicles given the rate of growth that is currently being experienced. We are confident that the overriding goal of our plan, namely to achieve annual double-digit earnings per share growth, remains achievable. FINANCIAL REVIEW Financial Reporting Sales, Margins and Return on Capital Turnover increased by 5.3% to £355.6m (2003 - £337.9m) excluding turnover from the Fualsa joint venture. This increase in turnover is in line with the modest increase in fleet size achieved during the financial year. The composition of the Group's UK turnover and operating profit as between hire company activities and vehicle sales is set out below: 2004 2003 £000 £000 Turnover Hire company sales 250,747 243,627 Sale of vehicles 104,877 94,248 355,624 337,875 Operating profit Hire company sales 52,213 44,926 Sale of vehicles 3,533 3,353 UK Operating profit 55,746 48,279 The Group's reported operating margin has increased to 15.7% (2003 - 14.3%). This improvement in the overall margin is as a result of the Group's underlying margin in its hire companies improving to 20.8% (2003 - 18.4%). As highlighted in last year's Financial Review, the Group's hire company operating margin in 2003 was diluted by incurring a number of non-recurring costs and further investment costs associated with the continued development of the Group's network. The increasing number of depots reaching maturity has started to reverse the margin dilution experienced last year. In addition to tight cost controls, the Group has also benefited from economies in purchasing being reflected in lower capital costs feeding through to reduced depreciation. The profit generated from used vehicle sales has increased in line with vehicle sales turnover at a similar margin of 3.4% (2003 - 3.6%). This represents an operating profit per vehicle sold of £189 (2003 - £186). The Group's share of Fualsa's profit before tax and goodwill amortisation for the year increased to £3.3m (2003 - £1.9m). This continues the strong performance of Fualsa, achieved primarily through fleet growth of 25%. Fualsa's operating margin of 18.5% (2003 - 18.1%) has been enhanced by non-recurring profits on vehicle disposals of which the Group's share is estimated to be £0.7m for the year. These profits arose on the disposal of vehicles acquired prior to 1 January 2001 to which historically excessive depreciation rates had been applied. Depreciation rates complying with revised fiscal legislation have been applied to all vehicles acquired since 1 January 2001 and have resulted in levels of profit per unit on disposal closer to those generated in the UK. Group return on capital employed, calculated as Group operating profit divided by average capital employed (being shareholders' funds plus net debt), is 13.9% (2003 - 12.9%). Group return on equity, calculated as profit after tax divided by average shareholders' funds, is 18.3% (2003 - 17.3%). Taxation The Group's UK operations have a total tax charge of 31% (2003 - 31%) which is slightly higher than the standard rate of 30% due to disallowable expenditure incurred within the business. The Fualsa joint venture tax rate of 12% (2003 - 25%) is below the standard Spanish tax rate of 35% because of tax concessions based on vehicle purchase reliefs that are available to the business. Given the significant growth in the Fualsa fleet, the relief available has reduced the Fualsa tax charge to this lower level. As long as these tax concessions remain available it is likely that the tax rate for Fualsa will remain below the standard rate, although it is anticipated that in future years the tax rate will be more in the range of 20% to 30% of profit before tax rather than the current very low rate. Dividend The Directors recommend a final dividend of 10.6p per share (2003 - 11.1p) giving a total for the year of 17.6p (2003 - 16.0p) - an increase of 10%. The dividend is 2.8 times covered (2003 - 2.6 times). The Board's intention is that annual dividend payments should in the future be spread as to approximately 40% in the interim and 60% in the final. Earnings per Share Earnings per share increased by 22.9% to 50.9p (2003 - 41.4p). Basic earnings per share have been calculated in accordance with FRS14. The weighted average number of shares in issue during the year has been amended to exclude those Ordinary shares held by the Employee Benefit Trust in Guernsey for the Company's various share schemes until such time as they rank for dividend. Investments On 16 July 2002 the Company acquired 40% of the equity of Fualsa in Spain for a consideration of £10.2m. This investment has been treated as a joint venture within the Group's accounts to reflect that the Company has joint management control of Fualsa. It is disclosed in the consolidated balance sheet as ' Investment in joint venture'. The Company's option to acquire the remaining 60% of the equity of Fualsa was exercised in full after the Group's financial year-end on 3 May 2004 as detailed in the Chairman's Statement. On 30 April 2004 the Group acquired 100% of F Herriman & Sons Limited trading as Daman Vehicle Rental, a UK vehicle hire operation in the North West of England for a total cash consideration (including the bank overdraft acquired) of £1.1m. Ordinary shares of the Company have been acquired in the open market by Kleinwort Benson (Guernsey) Trustees Limited in order to satisfy the Company's obligations under its various share schemes. These shares are included within the Group's balance sheet as investments. Goodwill The Group amortises goodwill acquired over its useful life up to a maximum of 20 years. The goodwill that has been paid for the initial 40% equity in Fualsa is being amortised over 20 years. This gives rise to a goodwill amortisation charge in the year of £0.2m relating to Fualsa. Following the acquisition of the remaining 60% of Fualsa's equity on 3 May 2004, the ongoing goodwill amortisation charge relating to Fualsa is estimated to be £0.7m per annum. Further goodwill amortisation of £0.07m was charged to the profit and loss account relating to UK businesses acquired. Following the business acquisitions during the year ended 30 April 2004 the ongoing goodwill amortisation charge relating to UK businesses is estimated to be £0.2m per annum. Capital Structure The Company issued 3,040,000 Ordinary shares on 14 January 2004 via a 5% Placing at 545p per share raising £16m (net of expenses) in order to fund future acquisitions in the UK and Europe. Partly as a result of these additional funds the Group's total gearing (excluding Fualsa which was not a subsidiary undertaking at 30 April 2004) decreased to 132% (2003 - 175%). The gearing ratio is calculated after taking into account net cash balances of £46.2m (2003 - £31.5m). As at 30 April 2004 the Fualsa joint venture had £25m of shareholders' funds and £86.7m of net debt. If it were assumed that the Group's option to acquire the remaining 60% of Fualsa's share capital had been exercised on 30 April 2004 at the maximum consideration payable, the resulting consolidated balance sheet of the Group would have had gearing of 190% on a pro forma basis. Treasury Cash Flows The Group's net debt, excluding the debt contained in the Fualsa balance sheet, decreased to £249.8m (2003 - £268.4m) reflecting the Placing of Ordinary shares in January 2004 and the underlying strong cash flow. Gross cash generation as reflected by EBITDA* increased to £154m (2003 - £148m). *EBITDA - Earnings before interest, taxation, depreciation and amortisation. Interest Costs The Group's net interest costs increased by 2.2% to £15.4m (2003 - £15.0m). This increase is solely due to the Group's share of interest costs in the Fualsa joint venture increasing to £1.3m (2003 - £0.8m) as a result of Fualsa's fleet growing by 25% during the financial year. The underlying interest costs in the UK decreased to £14.1m (2003 - £14.2m) primarily as a result of proceeds received from the 5% Placing of Ordinary shares, lower interest rates in the early part of the financial year and the strong cash flow referred to above. Strategy The Group's financing strategy has been approved by the Board. This strategy is to use medium and long term debt to finance the Group's vehicle fleet, other capital expenditure and acquisitions. Working capital is funded by internally generated funds and an overdraft facility. The Group's interest rate exposure is managed by a series of treasury contracts as described below. Treasury Management Each of the Group's operations is responsible for its own day-to-day cash management. The funding arrangements of the Group (excluding Fualsa) with asset finance companies and banks are negotiated and monitored centrally. The funding arrangements for Fualsa will be brought under the central treasury management function in the near future. All funds generated by the Group's operations are controlled by a central treasury function. Liquidity The Group's aggregate finance facilities, excluding the Fualsa joint venture, total £446m compared to net debt of £250m. These facilities have been comprised historically of up to 80% of hire purchase funding with the balance of the facilities being revolving loans and overdraft. In order to secure longer term funding and improve efficiency, some of the hire purchase funding was replaced as a result of the Group entering into a five year £100m medium term loan with The Royal Bank of Scotland plc and Barclays Bank plc in April 2004. This loan is subject to similar covenants to the existing revolving loans: the main covenant of interest cover is comfortably achieved. Interest Rate Management The Group has variable rate interest agreements for all of its UK borrowings. Historically, it has sought to manage this risk by having in place a number of financial instruments covering 30% to 40% of its borrowings. Some of the earlier financial instruments are at levels 2% to 4% above prevailing base rates and as a consequence the Group increased this coverage to 76% of gross borrowings by entering into additional interest rate derivatives in May and June 2003. Five year swaps to cover £45m of debt at an average rate of 3.97% were contracted for as were five year interest rate collars covering £55m of debt with a range of 3.15% to 5.5%. Based on the UK's closing net debt position of £250m at 30 April 2004 and LIBOR at that date, a 1% increase in LIBOR would generate an additional £2.5m per annum of interest costs if financial instruments were not in place. The table below indicates the additional annual funding costs to the Group at this level of debt following increases in LIBOR for a range between 1% to 3% after applying the benefits of the Group's existing financial instruments: Increase in Additional UK LIBOR Interest costs 1% £1.5m 2% £2.5m 3% £3.3m Consolidated Profit and Loss Account for the year ended 30 April 2004 Before Goodwill Total Total goodwill amortisation amortisation Notes 2004 2004 2004 2003 £000 £000 £000 £000 Turnover Continuing operations 355,624 - 355,624 337,875 Joint venture 23,461 - 23,461 14,514 Turnover : Group and share of joint venture 379,085 - 379,085 352,389 Less : share of joint venture's turnover (23,461) - (23,461) (14,514) Group turnover 355,624 - 355,624 337,875 Cost of sales (261,255) - (261,255) (250,213) Gross profit 94,369 - 94,369 87,662 Administrative expenses - general administrative expenses (38,552) - (38,552) (38,999) - goodwill amortisation - (71) (71) (384) Total administrative expenses (38,552) (71) (38,623) (39,383) Group operating profit - continuing operations 55,817 (71) 55,746 48,279 Share of joint venture's operating profit 4,578 (236) 4,342 2,620 60,395 (307) 60,088 50,899 Profit on disposal of property - - - 736 Interest payable, net (15,355) - (15,355) (15,032) Profit on ordinary activities before taxation 45,040 (307) 44,733 36,603 Tax on profit on ordinary activities (13,303) (11,497) Profit for the financial year 31,430 25,106 Dividends (11,064) (9,736) Profit transferred to reserves 20,366 15,370 Earnings per Ordinary share - basic 1 50.9p 41.4p Diluted earnings per Ordinary share 1 50.8p 41.2p Dividends per Ordinary share 17.6p 16.0p Consolidated Balance Sheet 30 April 2004 Notes 2004 2003 £000 £000 Fixed assets Intangible assets 1,981 1,382 Tangible assets Vehicles for hire 379,346 366,976 Other fixed assets 23,342 21,574 Investments 1,330 409 405,999 390,341 Investment in joint venture: Share of gross assets 50,389 38,450 Share of gross liabilities (40,215) (30,898) Goodwill on investment less amortisation 4,293 4,529 14,467 12,081 Total fixed assets 420,466 402,422 Current assets Stocks 15,285 10,328 Debtors 56,382 57,270 Cash at bank and in hand 46,160 31,545 117,827 99,143 Creditors: amounts falling due within one year 133,756 185,758 Net current liabilities (15,929) (86,615) Total assets less current liabilities 404,537 315,807 Creditors: amounts falling due after more than one year 208,079 155,592 Provisions for liabilities and charges 6,821 7,005 189,637 153,210 Capital and reserves Called up share capital 3,702 3,545 Share premium account 61,829 45,635 Revaluation reserve 23 23 Merger reserve 4,721 4,721 Profit and loss account 119,362 99,286 Shareholders' funds 3 189,637 153,210 Attributable to equity shareholders 189,137 152,710 Attributable to non-equity shareholders 500 500 189,637 153,210 Consolidated Cash Flow Statement for the year ended 30 April 2004 Notes 2004 2003 £000 £000 Cash inflow from operating activities (i) 157,203 150,896 Returns on investments and servicing of (14,679) (13,847) finance Taxation (11,279) (11,869) Capital expenditure and financial investment Purchase of vehicles for hire (215,129) (216,858) Sale of vehicles for hire 106,771 95,341 Other items, net (5,414) (3,457) Net cash outflow from capital expenditure and financial investment (113,772) (124,974) Acquisitions (ii) (1,092) (14,672) Equity dividends paid (11,005) (9,240) Cash inflow (outflow) before use of liquid resources and financing 5,376 (23,706) Management of liquid resources Cash placed on deposit (205) (191) Financing Issue of Ordinary shares (net of expenses) 16,351 167 Increase (decrease) in borrowings 93,833 (7,226) Capital element of vehicle related hire purchase (263,310) (170,458) payments Cash inflow from new vehicle related hire purchase 169,577 199,254 agreements Net cash inflow from financing 16,451 21,737 Increase (decrease) in cash for the year 21,622 (2,160) Notes to the Consolidated Cash Flow Statement (i) Reconciliation of operating profit to net cash inflow from operating activities 2004 2003 £000 £000 Group operating profit 55,746 48,279 Depreciation 98,547 99,691 Amortisation of goodwill 71 384 (Profit) loss on sale of equipment and other (63) 3 fixed assets Increase in stocks (4,922) (2,124) Decrease (increase) in debtors 1,450 (1,557) Increase in creditors 6,374 6,220 Net cash inflow from operating activities 157,203 150,896 (ii) Acquisitions Investment in joint venture - 10,170 Acquisition of subsidiary undertakings (see 1,092 4,502 Note 2) 1,092 14,672 Statement of Total Recognised Gains and Losses for the year ended 30 April 2004 2004 2003 £000 £000 Profit for the financial year 31,430 25,106 Foreign exchange differences (290) 626 31,140 25,732 Notes 1. Earnings per Ordinary share The calculation of basic earnings per Ordinary share in respect of the year to 30 April 2004 is based on the profit attributable to equity shareholders of £31,405,000 (2003 - £25,081,000) and the weighted average of 61,647,279 (2003 - 60,646,882) Ordinary shares in issue (excluding those shares held by an employee trust in connection with the Group's various share schemes). Diluted earnings per Ordinary share have been calculated on the basis of earnings described above and assume that nil shares (2003 - 102,000) remaining exercisable under the Goode Durrant Share Option Scheme had been fully exercised at the commencement of the relevant period, such that the weighted average number of shares is 61,817,783 (2003 - 60,893,447) (including 170,504 shares held by an employee trust in connection with the Group's various share schemes). 2. Acquisitions Subsidiary undertakings F Herriman & Sons Limited On 30 April 2004 the Group acquired the entire issued share capital of F Herriman & Sons Limited trading as Daman Vehicle Rental ('Daman') for a cash consideration of £960,000 including goodwill of £670,000. The goodwill on the acquisition of Daman is capitalised and written off over a period of five years being its estimated useful economic life. The transaction has been accounted for in accordance with acquisition accounting principles. £000 Fair value of net assets acquired 290 Goodwill 670 Acquisition cost (including expenses) 960 Satisfied by cash 960 Cash equivalents in subsidiary undertaking acquired 132 Cash outflow on acquisition 1,092 The provisional fair values equate to the book values and represent the Directors' current estimates of the net assets acquired. However, in accordance with FRS 7, the values attributed may be revised as further information becomes available. 3. Reconciliation of movements in shareholders' funds for the year ended 30 April 2004 2004 2003 £000 £000 Profit for the financial year 31,430 25,106 Dividends (11,064) (9,736) Profit transferred to reserves 20,366 15,370 Issue of Ordinary share capital (net of 16,351 167 expenses) Foreign exchange differences (290) 626 Net increase in shareholders' funds 36,427 16,163 Opening shareholders' funds 153,210 137,047 Closing shareholders' funds 189,637 153,210 4. Basis of preparation The results have been prepared on the basis of the accounting policies set out in the last annual report and accounts. The results for the years to 30 April 2004 and 30 April 2003 and the balance sheets at those dates are abridged. Full accounts for these periods have been prepared on which the Auditors of the Company have made unqualified reports and which did not include a statement under Section 237 (2) or (3) of the Companies Act 1985. The Accounts for the year ended 30 April 2003 have been delivered to the Registrar of Companies. The Report and Accounts for the year ended 30 April 2004 will be mailed to shareholders not later than 15 July 2004. This information is provided by RNS The company news service from the London Stock Exchange
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