Final Results

Press Release 8 June 2010 Vp plc ("Vp" or "the Group") Final Results Vp plc, the equipment rental specialist, today announces its Final Results for the year ended 31 March 2010. Highlights *   Revenues of £134.2 million (2009 restated: £157.5 million) *   Profit before amortisation, exceptional items and tax of £16.0 million (2009: £21.7 million) *   Basic earnings per share of 24.68 pence (2009: 36.41 pence) *   Proposed final dividend of 7.7p per share to maintain last year's full year dividend of 10.8p *   Net debt reduced by £17.5 million to £48.3 million *   Overseas activities providing important and growing non-UK exposure *   Solid balance sheet with strong operational cashflows Jeremy Pilkington, Chairman of Vp plc, commented: "Despite challenging conditions continuing in most of our markets, this has been another robust performance by the Group. We believe that our combination of products and markets will continue to stand us in good stead, providing a compelling mix of downside resilience and upside opportunity.  Vp enters the new year in excellent financial shape, able to sustain the development of the Group over the longer term, and cope with the shorter term challenges presented by the current trading environment.  Overall, the Board looks forward to the future with confidence." - Ends - Enquiries: Vp plc Jeremy Pilkington, Chairman Tel: +44 (0) 1423 533 405 jeremypilkington@vpplc.com <mailto:jeremypilkington@vpplc.com> Neil Stothard, Group Managing Director Tel: +44 (0) 1423 533 445 neil.stothard@vpplc.com <mailto:neil.stothard@vpplc.com> Mike Holt, Group Finance Director Tel: +44 (0) 1423 533 445 mike.holt@vpplc.com www.vpplc.com < http://www.vpplc.com/> <mailto:mike.holt@vpplc.com> Media enquiries: Abchurch Communications Sarah Hollins / Mark Dixon Tel: +44 (0) 20 7398 7729 mark.dixon@abchurch-group.com www.abchurch-group.com <mailto:mark.dixon@abchurch-group.com> < http://www.abchurch-group.com/> CHAIRMAN'S STATEMENT In the face of the worst economic downturn since the Depression, I am very pleased to be able to report results which, under the circumstances, represent a highly satisfactory outcome for the Group. Having delivered growth last year despite the onset of the economic downturn, this year the Group experienced a more severe impact from recessionary pressures.  The Group achieved profit before amortisation, exceptional items and tax of £16.0 million (2009: £21.7 million) even as revenues fell by 15% to £134.2 million (2009 restated: £157.5 million).  Basic earnings per share decreased to 24.68 pence (2009: 36.41 pence) based on profit before taxation of £14.3 million (2009: £20.8 million).  Many companies in our sector have been obliged to make large scale asset write-downs, cut dividends and dilute shareholder equity to repair unsound balance sheets.  Our focus on sustainably enhancing shareholder value and prudent financial management has enabled us to avoid these scenarios and, we believe, has vindicated our measured long term approach to managing the business. Our emphasis on cash management has enabled the Group to reduce borrowings by £17.5 million to £48.3 million (2009: £65.8 million) representing a comfortable financial gearing level of 44%.  This has been accomplished even as the downturn accelerated and whilst continuing to invest £14 million in rental assets in support of specific opportunities and fleet renewal. Taking into account these excellent results and our view of future prospects for the Group, the Board is recommending the payment of a final dividend of 7.7 pence per share to maintain last year's full year dividend of 10.8 pence.  Subject to shareholders' approval at the Annual General Meeting in September, the dividend will be paid on 1 October 2010 to members registered as of 3 September 2010. Looking ahead, the systemic threats to the global economy seem to have receded although unpredictable "after-shocks" should be expected for some time.  Within the UK, demand has generally stabilised and some markets, such as rail and residential construction, are showing signs of growth, albeit from a severely depressed base. However, the measures that will have to be taken to reduce public sector borrowing have not yet impacted economic activity and, in particular, government capital investment programmes.  Public infrastructure investment has become an important market for several of our businesses and the prospect of cutbacks, not so much this year (2010/11) as thereafter, causes us to view medium term prospects with a degree of caution. The Group's overseas activities, at present most strongly represented by Airpac Bukom but also with a growing presence in Europe for some of our other businesses, give us an important and growing non-UK exposure. We believe that the combination of our robust product portfolio and diverse end markets, together with the Group's financial strength, will continue to provide a compelling mix of downside resilience and upside opportunity for the future. As always, it is my pleasure to acknowledge the skills and dedication of employees throughout the Group who have delivered exceptional service and performance under the most trying circumstances this year. Jeremy Pilkington Chairman 8 June 2010 BUSINESS REVIEW OVERVIEW Vp plc is a specialist equipment rental business providing products and services to a diverse range of markets including civil engineering, rail, oil and gas exploration, construction, outdoor events and industry. The performance of the Group, in spite of the very difficult trading conditions in most markets, was extremely robust and demonstrated the quality, breadth and overall resilience of the Vp businesses.  The Group was explicitly profitable, strongly cash generative and finished the year with a balance sheet net asset value £7 million stronger than at the start. Revenue £134.2 million (2009 restated: £157.5 million) Operating Profit before £18.6 million (2009: £25.4 million) amortisation and exceptional items Investment in Rental Fleet £13.9 million (2009: £28.4 million) Operating margin 13.9% (2009: 16.1%) The divisional businesses have all been affected to varying degrees by the recessionary conditions experienced in the UK.  The publicly funded infrastructure markets generally held up well but general construction remained depressed.  Whilst house building was quiet for most of the year we did see some tentative signs of recovery in the final quarter.  In the regulated sector, water related demand (AMP4) was good until, as expected, the programme drew to an end in the second half.  Furthermore, transmission activity remained good, though rail remained very subdued. Operating profits before amortisation and exceptional items decreased 27% to £18.6 million, on revenues 15% reduced at £134.2 million.  Operating margins before amortisation reduced from 16.1% to a creditable 13.9% in the year. The development of the business overseas has continued, in particular for Airpac Bukom, TPA and Groundforce.  Overseas revenues now represent 15% of total group revenues. Most of the businesses had to take cost reduction actions during the year to mitigate the impact of lower demand.  This involved a combination of wage freezes, working hour reductions, vehicle and fleet reductions and a small number of depot closures/mergers.  These were difficult but necessary actions given the extreme uncertainty prevailing at the start of the financial year but have left the Group well positioned to capitalise on any upturn. The focus of the management teams has been to protect profitability where possible, whilst focussing on cash conservation through controlled capital investment and strong working capital management.  This has successfully delivered a net reduction in Group borrowings of £17.5 million in the year. Investment in rental fleet was halved to £13.9 million, to reflect the reduction in demand for growth capital expenditure whilst maintaining replacement investment in the rental fleet.  Proceeds from fleet disposals totalled £8.5 million, leading to a 'net' cash investment in fleet of £5.4 million (2009: £17.6 million) in the period.  The long life nature of much of our rental fleet allows us to flex our capital investment profile to suit market conditions without creating an investment spike at a later date. GROUNDFORCE Excavation support systems, specialist solutions and trenchless technology for the water, gas, civil engineering and construction industries. Revenue £32.9 million (2009 restated: £40.6 million) Operating Profit before £9.2 million (2008: £11.0 million) amortisation Investment in Rental Fleet £3.5 million (2009: £6.8 million) Whilst Groundforce experienced a revenue fall of 19%, the profit result of £9.2 million demonstrates the excellent quality of the business. As expected, AMP4 demand underpinned revenues at the start of the year though water activity slowed as anticipated in the second half as the programme completed.  Major propping activity performed well again with the second Tyne Tunnel project successfully completing in the autumn.  Demand from infrastructure project work in general and Olympic site work in particular held up well. Overall the shoring activity had another good year although house building and commercial development remained very subdued.  The specialist divisions of Piletec, Easiform and U Mole who have greater exposure to general contracting suffered relatively more than shoring.  U Mole experienced a slow year for product sales, but rental demand was satisfactory and growing.  The market in Ireland remained very challenging as lack of infrastructure investment limited demand.  The Group continues to establish a European mainland presence and is making good progress on a number of fronts as we expand the geographic reach of our specialist shoring activity.  The Harbray acquisition announced following the year end will be integrated within the division.  Capital investment of £3.5 million was mostly fleet replacement. There are further challenges ahead for Groundforce in the coming year as the water related activity experiences a slow year ahead of AMP5 picking up, but the quality and breadth of the Groundforce divisional activities should underpin the performance of this business. UK FORKS Rough terrain material handling equipment for industry, residential and general construction. Revenue £10.6 million (2009 restated: £16.9 million) Operating Profit before £0.0 million (2009: £1.2 million) amortisation Investment in Rental Fleet £0.1 million (2008: £1.3 million) As anticipated, trading conditions continued to be extremely challenging throughout the year for UK Forks, however the Group has seen some partial recovery in demand during the final quarter.  The division reported a break even result (2009: profit £1.2 million) on revenues 37% down on prior year.  The lack of demand from the housing market continued but this was exacerbated by a rapid decline in general construction demand.  The combination of these two factors led to the sharp fall in revenues and hence profitability for the year.  Early cost actions helped to mitigate the impact of the revenue shortfall.  The combination of improving demand and a lower cost base saw UK Forks creditably return to profitability in the second half, thus eliminating the small first half loss. Capital investment in fleet was minimal in the year as the focus remained on disposing of surplus equipment to match the fleet, as closely as possible, to current demand patterns.  Disposals of surplus fleet generated proceeds of £2 million and healthy profits even at the bottom of the trading cycle, demonstrating the prudence of our depreciation policy. The new financial year has started positively for the division and we have seen an improvement in house building demand in particular.  Tight cost management has created a lean structure which is nevertheless capable of responding to a recovery in demand which should lead to further business progress in the year ahead.  Capital investment will resume albeit on a modest basis. AIRPAC BUKOM OILFIELD SERVICES Equipment and service providers to the international oil and gas exploration and development markets. Revenue £15.7 million (2009: £14.7 million) Operating Profit before amortisation £3.9 million (2009: £3.9 million) Investment in Rental Fleet £4.6 million (2009: £6.3 million) Airpac Bukom reported static operating profits of £3.9 million.  Revenues increased by 7% to £15.7 million, largely as a result of favourable exchange movements. Activity during 2009 in many of our oil and gas market segments was, as predicted, affected by the significantly reduced oil price and lower oil demand against the backdrop of adverse general global economic conditions.  Combined with the impacts of the credit market squeeze, this had the consequence of an overall reduction in exploration and production capital expenditures of roughly 15% from the oil majors.  This resulted in a contraction of exploration and appraisal drilling by oil operators and deferral of a number of offshore projects with a subsequent knock on effect on the demand for our well testing packages. The geographic spread of our operations with rental activities in over 60 countries, local support network and our diverse range of service offerings has provided some insulation to this challenging business environment. Within our main well testing market, the impact on activity has varied by region.  Asia, Caspian, Former Soviet Union (FSU) and Middle East regions were quieter whilst Africa and Latin America held up well. Maintenance related activity in the North Sea was reduced, though this was partially offset by improved offshore operations support with oil operators. The division has continued to pursue a wider range of applications and new markets to better exploit the highly specialised capabilities of the fleet.  In late 2009, we were very pleased to have been awarded the compression services contract by Woodside for the Pluto LNG (Liquefied Natural Gas) Project in Australia.  Throughout 2010, the Pluto LNG project will engage a large spread of our equipment, much of which was added in the course of the last year, supported by a team of our operators. Though capital expenditure was reduced on the levels of recent years, we continued to grow our offer with the acquisition of sand filters, heat exchangers and coflexip hoses.  Airpac Bukom has also further developed the high pressure fleet of compressors, booster compressors and desiccant dryers to support pipeline, product transfer and LNG works. Whilst the pace at which demand will recover remains uncertain for the coming year, the business is well positioned to capitalise on what we see as an inevitable upturn.  We have seen a marked improvement in oil prices, demand forecasts and capital spend estimates by oil companies giving cause for optimism that exploration and production growth will resume in 2010.  We remain confident that the medium to long term view is positive for the oilfield services sector and Airpac Bukom. TORRENT TRACKSIDE Suppliers of rail infrastructure portable plant and specialist services to Network Rail, London Underground and their appointed contractor base. Revenue £10.6 million   (2009: £14.0 million) Operating Profit before amortisation £0.2 million (2009: £1.2 million) Investment in Rental Fleet £0.8 million (2009: £1.2 million) The rail market continued to be extremely subdued for the majority of the financial year, though there were some signs of improvement in the final quarter.  Revenues fell by 24% to £10.6 million leading to reduced profits of £0.2 million (2009: £1.2 million).  The anticipated release by Network Rail of Plain Line renewals and Switches & Crossings (S&C) workbanks to the Integrated Management Team (IMT) contractors did not materialise.  This made for a difficult trading year for all contractors in the rail sector and Torrent was no exception.  The business responded by reducing the cost base to mitigate some of the impact of reduced revenues. Prospects for the new financial year are brighter.  The business now has a lower and more flexible cost structure which should help improve margins.  There are a number of specific rail projects which Torrent hope to support in the coming year together with a reasonable expectation that the CP (controlled spend period) 4 programme will increase investment in track renewal going forward. TPA Portable roadway systems, primarily to the UK market, but also in mainland Europe and the Republic of Ireland. Revenue £14.2 million (2009: £15.6 million) Operating Profit before amortisation £2.2 million (2009: £1.7 million) Investment in Rental Fleet £0.5 million (2009: £4.0 million) TPA made good progress in a tough market, growing profits by 29% to £2.2 million, on a reduced revenue of £14.2 million (2009: £15.6 million) reflecting further improvement in operational processes and fixed cost reduction. TPA operates in three main sectors; Outdoor Events, Transmission and Construction.  The former was stable during the year with most key events being repeated in the UK.  The business secured a three year supply agreement with the National Grid Alliance for the supply of services on transmission work.  However, demand from this sector was lower than the prior year and coupled with a weakening construction market, led to the reduction in revenues. Within the UK, the management team continued to develop a more flexible working structure to cope better with the seasonal fluctuation in demand which is an intrinsic characteristic of the business.  This and other process improvements created a more variable cost base which better matched the timing of activity and revenues.  As a result, profits improved despite reduced revenues.  In Europe, TPA GmbH maintained its momentum, growing revenues and expanding the fleet.  The key demand in Europe emanates from the energy sector, which is less seasonal, and activity remained solid throughout the year. Investment in the fleet was minor and restricted to replacement of damaged assets and this, together with a robust focus on working capital, enabled strong cash generation in the year. The outlook for TPA's markets is mixed, with Transmission expected to grow and Outdoor Events to be stable.  Construction is anticipated to remain weak but no worse than this year.  Demand in Europe is felt to be relatively stable for the next two years.  A clear focus on revenue generation assisted by the securing of longer term supply agreements with key customers will be the strategy going forward. HIRE STATION Small tools and specialist equipment for industry and construction. Turnover £50.1 million (2009: £55.7 million) Operating Profit before amortisation £3.2 million (2009: £6.4 million) Investment in Rental Fleet £4.5 million (2009: £8.8 million) In the market where the downturn has been at its most severe, Hire Station's resilient business model, complemented by swift and focussed management action has delivered a very creditable profit result.  All of the trading arms of Hire Station delivered profits in the year. Whilst revenues of £50.1 million were 10% down on prior year, this compares very favourably with our main competitors, where revenues have typically fallen at a rate in excess of 20%, confirming our view that we have successfully increased market share in the year.  Operating profits of £3.2 million are testament to the strong financial controls we have in place and the flexibility of our trading model which allows us to rapidly adjust our cost base to absorb revenue fluctuations.  This remains a key differentiating strength of the business. Capex of £4.5 million was predominantly replacement spend.  Sales proceeds of £2.4 million were generated as we continued to cleanse our fleet of obsolete and underutilised assets.  Going into 2010/11, we have one of the youngest fleets in the market and significant additional revenue potential available as utilisation improves on the back of recovering demand. The tools business has made steady progress during the year maintaining a tight control of the cost base but at the same time expanding the key account sales effort to address the many opportunities created by the recession.  Customer loyalty during this difficult trading period has been severely tested as many have sought supply savings.  We have approached this challenge constructively and maintained or grown relationships further as a result.  The National Call centre in Manchester has once more grown its transaction levels as branch telephone traffic migrates centrally.  In addition, further successes with our virtual hire arrangement means we now have 21 partners on board.  This incremental activity has been absorbed by the Call centre at little or no extra cost.  The business moved onto the Group's in-house IT platform at the end of the year.  The execution of this major project has been extremely smooth, delivered on time and at a very reasonable cost and its benefits were quickly recognised by customers and staff alike. The specialist safety rental business, ESS Safeforce had another excellent year cementing its position as market leader and preferred supplier for safety equipment and services in the UK.  Revenue growth was derived from a number of areas including major petrochemical shutdowns at which ESS Safeforce supported the clients with hire, sales, training and an onsite labour presence.  Investment in breathing air trailers continued and helped to secure new customers.  The training business was again busy with almost 20,000 people receiving accredited qualifications. MEP continues to progress well with a new branch in Birmingham opened during the year and an expanded operation in Manchester.  MEP has been engaged on Olympic projects via our Heathrow site. Climate Hire & Sales had an excellent year and benefited from its newly established national footprint.  Although the summer was poor for air conditioning units, the winter saw a strong performance from both our heating product range and our disaster recovery products. PROSPECTS During the year we have experienced periods of great uncertainty and seen reduced demand in certain of our markets.  Although some volatility will remain in individual sectors, we anticipate that there will be overall stability for the Group in the new financial year.  We will continue to manage the business carefully in the near term, balancing our focus on maintaining a strong balance sheet with our commitment to embrace suitable opportunities, both organic and acquisitive.  The Group announced the acquisition of Harbray Plant Hire Limited last month and where quality opportunities such as this are identified, we will pursue them with vigour. We enter the new financial year in excellent financial shape and ready to sustain the development of the Group over the longer term, whilst coping with the shorter term challenges of the current trading environment. Neil Stothard Group Managing Director 8 June 2010 Consolidated Income Statement For the year ended 31 March 2010   Note 2010   2009   (Restated) £000 £000 -------------------------------------------------------------------------------- Revenue 1 134,163 157,470 Cost of sales   (99,350)   (114,331) -------------------------------------------------------------------------------- Gross profit   34,813   43,139 Administrative expenses   (17,869)   (18,617) -------------------------------------------------------------------------------- +-------------+ +----------+ Operating profit before amortisation and 1 | 18,610| | 25,431| exceptional items | | |  | | | | | Amortisation   |(1,323) (343)| | (909)| Exceptional items 2 | | | -| +-------------+ +----------+ -------------------------------------------------------------------------------- Operating profit   16,944   24,522 Net financial expense   (2,605)   (3,687) -------------------------------------------------------------------------------- +-------------+ +----------+ Profit before amortisation, exceptional items   | 16,005| | 21,744| and taxation | | | | | | | | Amortisation   | (1,323)| | (909)| Exceptional items 2 | (343)| | -| +-------------+ +----------+ Profit before taxation   14,339   20,835 Taxation 5 (4,094)   (5,701) -------------------------------------------------------------------------------- Net profit for the year   10,245   15,134 --------------------------------------------------------------------------------     Pence   Pence Basic earnings per share 3 24.68   36.41 Diluted earnings per share 3 24.36   35.30 Dividend per share paid and proposed 6 10.80   10.80 -------------------------------------------------------------------------------- The restatement of the prior year figures relates solely to the effect of IAS16 on revenue and cost of sales.  There was no profit effect. Consolidated Statement of Comprehensive Income For the year ended 31 March 2010   Note 2010   2009     £000   £000 -------------------------------------------------------------------------------- Profit for the year   10,245   15,134 Other comprehensive income: Actuarial gains/(losses) on defined benefit pension scheme 726 (1,882) Tax on items taken directly to equity   (203)   527 Effective portion of changes in fair value of cash flow   439   (3,154) hedges Foreign exchange translation difference   (39)   274 -------------------------------------------------------------------------------- Total other comprehensive income   923   (4,235) -------------------------------------------------------------------------------- Total comprehensive income for the year       11,168   10,899 -------------------------------------------------------------------------------- Consolidated Statement of Changes in Equity For the year ended 31 March 2010   2010   2009   £000   £000 -------------------------------------------------------------------------------- Total comprehensive income for the year 11,168   10,899 Dividends paid (4,510)   (4,505) Net movement relating to Treasury Shares and shares held by Vp (85)   (3,166) Employee Trust Share option charge in the year 434   442 Tax movements on equity 1   (285) -------------------------------------------------------------------------------- Change in Equity 7,008   3,385 Equity at start of year 77,179   73,794 -------------------------------------------------------------------------------- Equity at end of year 84,187   77,179 -------------------------------------------------------------------------------- Included in total comprehensive income for the year is a credit to the hedging reserve of £439,000 (2009: £3,154,000 charge).  There were no changes in issued Share Capital or Share Premium. Consolidated Balance Sheet As at 31 March 2010   Note 2010   2009 (Restated)     £000   £000 ------------------------------------------------------------------------------ ASSETS Non-current assets Property, plant and equipment   98,635   107,889 Intangible assets   39,826   41,197 ------------------------------------------------------------------------------ Total non-current assets   138,461   149,086 ------------------------------------------------------------------------------ Current assets Inventories   3,813   5,463 Trade and other receivables   27,330   32,856 Cash and cash equivalents 4 1,385   551 ------------------------------------------------------------------------------ Total current assets   32,528   38,870 ------------------------------------------------------------------------------ Total assets   170,989   187,956 ------------------------------------------------------------------------------ LIABILITIES Current liabilities Interest bearing loans and borrowings 4 (49,692)   (681) Income tax payable   (263)   (2,289) Trade and other payables   (25,493)   (30,473) ------------------------------------------------------------------------------ Total current liabilities   (75,448)   (33,443) Non-current liabilities Interest bearing loans and borrowings 4 (18)   (65,707) Employee benefits   (1,127)   (3,194) Deferred tax liabilities   (10,209)   (8,433) ------------------------------------------------------------------------------ Total non-current liabilities   (11,354)   (77,334) ------------------------------------------------------------------------------ Total liabilities   (86,802)   (110,777) ------------------------------------------------------------------------------ Net assets   84,187   77,179 ------------------------------------------------------------------------------ EQUITY Issued share capital   2,309   2,309 Share premium account   16,192   16,192 Hedging reserve   (3,167)   (3,606) Retained earnings   68,826   62,257 ------------------------------------------------------------------------------ Total equity attributable to equity holders of the 84,160   77,152 parent Minority interests   27   27 ------------------------------------------------------------------------------ Total equity   84,187   77,179 ------------------------------------------------------------------------------ The restatement of the prior year figures relates solely to hindsight adjustments to prior year acquisitions. Consolidated Statement of Cash Flows For the year ended 31 March 2010   Note 2010   2009     £000   £000 -------------------------------------------------------------------------------- Cash flow from operating activities Profit before taxation   14,339   20,835 Pension fund contributions in excess of service cost   (2,214)   (204) Share based payment charge   434   442 Depreciation 1 18,901   18,964 Amortisation of intangibles   1,323   909 Financial expense   2,622   3,715 Financial income   (17)   (28) Profit on sale of property, plant and equipment   (3,375)   (3,825) -------------------------------------------------------------------------------- Operating cashflow before changes in working capital   32,013   40,808 Decrease/(increase) in inventories   1,650   (348) Decrease in trade and other receivables   5,484   741 Decrease in trade and other payables   (1,919)   (6,073) -------------------------------------------------------------------------------- Cash generated from operations   37,228   35,128 Interest paid   (2,453)   (3,711) Interest element of finance lease rental payments   (156)   (199) Interest received   17   28 Income tax paid   (4,546)   (5,991) -------------------------------------------------------------------------------- Net cash flow from operating activities   30,090   25,255 -------------------------------------------------------------------------------- Cash flow from investing activities Disposal of property, plant and equipment   8,718   10,799 Purchase of property, plant and equipment   (16,744)   (34,211) Acquisition of businesses (net of cash and overdrafts)   19   (6,013) -------------------------------------------------------------------------------- Net cash flow from investing activities   (8,007)   (29,425) -------------------------------------------------------------------------------- Cash flow from financing activities Purchase of own shares by Employee Trust   (85)   (3,166) Repayment of borrowings   (20,000)   (20,401) Proceeds from new loans   4,000   29,000 Capital element of hire purchase/finance lease   (678)   (1,216) agreements Dividends paid   (4,510)   (4,505) -------------------------------------------------------------------------------- Net cash flow from financing activities   (21,273)   (288) -------------------------------------------------------------------------------- Increase/(decrease) in cash and cash equivalents   810   (4,458) Effect of exchange rate fluctuations on cash held   24   22 Cash and cash equivalents at the beginning of the year   551   4,987 -------------------------------------------------------------------------------- Cash and cash equivalents at the end of the year   1,385   551 -------------------------------------------------------------------------------- NOTES The final results have been prepared on the basis of the accounting policies which are to be set out in Vp plc's annual report and accounts for the year ended 31 March 2010. The following new standards and amendments to standards have become effective from 1 January 2009 and hence are reflected in this statement: * IAS 1 (revised), "Presentation of Financial Statements". The most significant change within IAS 1 (revised) is the requirement to produce a statement of comprehensive income setting out all items of income and expense relating to non-owner changes in equity. There is a choice between presenting comprehensive income in one statement or in two statements comprising an income statement and a separate statement of comprehensive income. The Group has elected to present an income statement and a separate statement of comprehensive income. In addition, IAS 1 (revised) requires the statement of changes in shareholders' equity to be presented as a primary statement. * Amendments to IFRS 2, "Share Based Payments", clarifies the treatment of cancelled options, whereby if a grant of an option over equity instruments is cancelled the Group shall account for the cancellation as an acceleration of vesting and shall recognise immediately the amount that would have been recognised over the remainder of the vesting period. The effect of this for the year to 31 March 2010 was not material. * IFRS 8, "Operating Segments" replaces IAS 14, "Segment reporting" and requires the disclosure of segment information on the same basis as the management information provided to the chief operating decision maker. The adoption of this standard has not resulted in a change in the Group's reportable segments. * An amendment to IAS 16, "Property, Plant and Equipment", classifies proceeds from the sale of ex rental assets as revenue. As a result revenue and cost of sales recognised in the consolidated statement of income have increased by £4,676,000 for the year to 31 March 2010 and £6,525,000 for the year ended 31 March 2009. EU Law (IAS Regulation EC1606/2002) requires that the consolidated accounts of the group for the year ended 31 March 2010 be prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted for use in the EU ('adopted IFRSs'). Whilst the financial information included in this preliminary announcement has been computed in accordance with adopted IFRS, this announcement does not itself contain sufficient information to comply with IFRS.  The Company expects to publish full financial statements in July 2010. The financial information set out above does not constitute the Company's statutory accounts for the year ended 31 March 2010 or 2009.  Statutory accounts for 31 March 2009 have been delivered to the registrar of companies, and those for 31 March 2010 will be delivered in due course.  The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 237 (2) or (3) of the Companies Act 1985 in respect of the accounts for 31 March 2009 nor a statement under section 498 (2) or (3) of the Companies Act 2006 in respect of the accounts for 31 March 2010. The financial statements were approved by the board of directors on 8 June 2010. 1.Business Segments   Revenue Depreciation Operating profit before amortisation and exceptional items   2010 2009 2010 2009 2010 2009     (Restated)   £000 £000 £000 £000 £000 £000 ---------------------------------------------------------------------- Groundforce 32,874 40,606 3,554 3,597 9,169 11,004 UK Forks 10,625 16,901 1,719 2,378 16 1,238 Airpac Bukom 15,677 14,733 3,434 2,702 3,865 3,882 Hire Station 50,121 55,650 6,639 6,518 3,223 6,385 Torrent Trackside 10,635 13,952 1,796 1,998 175 1,231 TPA 14,231 15,628 1,437 1,394 2,162 1,691 Group - - 322 377 - - ---------------------------------------------------------------------- Total 134,163 157,470 18,901 18,964 18,610 25,431 ---------------------------------------------------------------------- 2.Exceptional Items During the year the Group made a profit of £113,000 from the disposal of a freehold property and incurred £456,000 of employment termination costs. 3.Earnings Per Share The calculation of basic earnings per share of 24.68 pence (2009: 36.41 pence) is based on the profit attributable to equity holders of the parent of £10,245,000 (2009: £15,134,000) and a weighted average number of ordinary shares outstanding during the year ended 31 March 2010 of 41,514,000 (2009: 41,562,000), calculated as follows:   2010 2009   Shares Shares   000's 000's Issued ordinary shares 46,185 46,185 Effect of own shares held (4,671) (4,623) -------------------- Weighted average number of ordinary shares 41,514 41,562 -------------------- Basic earnings per share before the amortisation of intangibles and exceptional items was 27.57 pence (2009: 37.99 pence) and is based on an after tax add back of £1,200,000 (2009: £654,000) in respect of the amortisation of intangibles and exceptional items. The calculation of diluted earnings per share of 24.36 pence (2009: 35.30 pence) is based on profit attributable to equity holders of the parent of £10,245,000 (2009: £15,134,000) and a weighted average number of ordinary shares outstanding during the year ended 31 March 2010 of 42,056,000 (2009: 42,872,000), calculated as follows:   2010 2009   Shares Shares   000's 000's Weighted average number of ordinary shares 41,514 41,562 Effect of share options in issue 542 1,310 ------------------ Weighted average number of ordinary shares (diluted) 42,056 42,872 ------------------ There are additional options which are not currently dilutive, but may become dilutive in the future.  Diluted earnings per share before the amortisation of intangibles and exceptional items was 27.21 pence (2009: 36.83 pence). 4.Analysis of Debt     At At 31 March 1 April 2010 2009 £000 £000 ---------------------------------------------------- Cash and cash equivalents   (1,385) (551) Current debt   49,692 681 Non current debt   18 65,707 ---------------------------------------------------- Net debt   48,325 65,837 ---------------------------------------------------- Year end gearing (calculated as net debt expressed as a percentage of shareholders' funds) stands at 57% (2009: 85%).  Excluding investment in own shares at market value of £7.8 million (2009: £7.7 million), underlying financial gearing for business activities was 44% (2009: 69%). The Group has agreed terms for a £35 million committed revolving credit facility through to June 2013 to replace its £50 million committed five year revolving credit facility which is due to expire in November 2010.  The new facility is expected to be signed within the next few weeks, well ahead of the current facility's expiry. The sizing of the new facility reflects the lower projected borrowing profile of the Group.  The Group also has a £20 million committed three year revolving credit facility which is due to expire in September 2011, which the Group will seek to refinance next year, and overdraft facilities totalling £10 million. 5.Taxation The charge for taxation for the year represents an effective tax rate of 28.6% (2009: 27.4%).  The effective tax rate excluding adjustments in respect of prior years is 27.7% (2009: 29.4%). 6.Dividend The Board has proposed a final dividend of 7.7 pence per share to be paid on 1 October 2010 to shareholders on the register at 3 September 2010.  This, together with the interim dividend of 3.10 pence per share paid on 6 January 2010 makes a total dividend for the year of 10.8 pence per share (2009: 10.80 pence per share). 7. Post Balance Sheet Events On 14 May 2010 the Group acquired a small pipe testing equipment rental business, Harbray Plant Hire Limited, which augments the business within Groundforce for a net cash investment of £0.6m. 8.Risks and Uncertainties The Group comprises a number of businesses serving different markets and manages the risks inherent to these activities.  The key external risks include general economic conditions, competitor actions, the effect of legislation, credit risk and business continuity.  Internal risks relate mainly to investment and controls failure risk.  The Group seeks to mitigate exposure to all forms of risk where practicable and to transfer risk to insurers where cost effective.  The diversified nature of the Group limits the exposure to external risk within a particular market.  Exposure to credit risk in relation to customers, banks and insurers is managed through credit control practices including credit insurance which limits the Group's exposure to bad debts via an aggregate first loss policy which covers nearly half of the Group's accounts receivable.  Business continuity plans exist for key operations and accounting centres.  The Group is an active acquirer and acquisitions may involve risks that might materially affect the Group performance.  These risks are mitigated by extensive due diligence and appropriate warranties and indemnities from the vendors. Taking into account these risk mitigation actions and the treasury management policies described in the 31 March 2010 accounts, the Group's exposure to market, liquidity and credit risk is considered to be within normal parameters and represents a level of acceptable risk. 9.Forward Looking Statements The Chairman's Statement and Business Review include statements that are forward looking in nature.  Forward looking statements involve known and unknown risks, assumptions, uncertainties and other factors which may cause the actual results, performance or achievements of the Group to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.  Except as required by the Listing Rules and applicable law, the Company undertakes no obligation to update, review or change any forward looking statements to reflect events or developments occurring after the date of this report. 10.Annual Report and Accounts The Annual Report and Accounts for the year ended 31 March 2010 will be posted to shareholders on or about 30 July 2010. Directors' Responsibility Statement in Respect of the Annual Financial Report (extracted from the Annual Financial Report) We confirm that to the best of our knowledge: * The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and * The Business Review and Financial Review, which form part of the Directors' Report, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with the description of the principal risks and uncertainties that they face. For and on behalf of the Board of Directors J F G PilkingtonM J Holt DirectorDirector [HUG#1422245]

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