Interim Results

Press Release 27 November 2009 Vp plc ("Vp" or the "Group") Interim Results Vp plc, the equipment rental specialist, today announces its Interim Results for the six months ended 30 September 2009. Highlights * Revenues of £71.1 million (H1 2008 restated: £85.1 million) * Profit before tax, amortisation and exceptional items of £10.0 million (H1 2008: £13.9 million) * Reduction in net capital investment to £2.4 million (H1 2008: £13.2 million) * Net debt reduced by £11 million to £55 million representing financial gearing of 53% * Interim dividend maintained at 3.1 pence per share * All divisions within the Group were cash positive Jeremy Pilkington, Chairman of Vp plc, commented: "We are pleased to report very satisfactory results in such a challenging business environment. Whilst we do see some further downward pressure and uncertainty in specific markets, we believe that the diversity of the Group's activities and our financial strength will enable us to emerge from this downturn in a strong position. We are confident in the Group's ability to capitalise on current and future opportunities. " - Ends - For further information please contact: Vp plc Jeremy Pilkington, Chairman Tel: +44 (0) 1423 533 405 jeremypilkington@vpplc.com Neil Stothard, Group Managing Director Tel: +44 (0) 1423 533 445 neil.stothard@vpplc.com Mike Holt, Group Finance Director Tel: +44 (0) 1423 533 445 mike.holt@vpplc.com www.vpplc.com Media enquiries: Abchurch Communications George Parker / Mark Dixon Tel: +44 (0) 20 7398 7729 george.parker@abchurch-group.com www.abchurch-group.com CHAIRMAN'S STATEMENT Last year, despite the global financial crisis and onset of recession in the UK, the Group reported an eighth successive year of profit growth. However, as anticipated, the difficult trading conditions that were emerging in the second half of the last financial year have become more pronounced in the current year. Nevertheless, I am very pleased to report that for the six months ended 30 September 2009, the Group delivered impressive profits before tax, amortisation and exceptional items of £10.0 million (2008: £13.9 million), underscoring the resilience of our business model. Whilst we remain focused on taking advantage of every revenue generating opportunity, our primary emphasis this year has been on cash conservation and cost reduction to mitigate the impact on profitability of declining revenues. Revenues reduced to £71.1 million (2008: £85.1 million), but cost and fleet management measures have partially protected the bottom line and helped to deliver quality earnings. The Group's mixture of niche markets with exposure to regulated and outsourcing activity has continued to provide some mitigation against the worst effects of the recession though trading pressures are being felt in all of our businesses. We have continued to invest in rental fleet where opportunities have been secured and the returns are attractive, but the overall slowing of demand and the longevity of many of our product lines has enabled us to reduce net capital investment to £2.4 million compared with £13.2 million in the same period last year. No acquisitions were made in the period and all the divisions in the Group were cash positive. These measures, combined with rigorous working capital management, have generated strong operational cash flow. Net debt has reduced by £11 million to £55 million representing financial gearing of 53%. The cost actions taken in the period have created a small redundancy cost of £0.3 million, but crucially, effective asset management has meant it has not been necessary for the Group to make exceptional write downs to hire fleet. In addition, the strength of the balance sheet, which has improved further even in these exceptionally challenging times, has allowed the Group to generate all its funding requirements organically without having to contemplate equity support from shareholders. Given these very satisfactory results achieved in such a challenging business environment and taking into account the strong financial position of the Group, your Board is declaring a maintained interim dividend of 3.1 pence per share payable on 6 January 2010, to shareholders registered at 11 December 2009. Groundforce Groundforce reported good profits despite experiencing a decline in revenues for the first time in many years. Early cost management responses protected profits to a significant extent. The AMP4 utility infrastructure investment programme is now drawing to a close and although AMP5 is scheduled to start in early 2010, it is prudent to anticipate the customary hiatus between the two programmes. In the meantime, Groundforce is deriving useful work from the Olympic Games sites and other major infrastructure projects. Export sales have performed well. UK Forks UK Forks hire revenues fell by 44% compared with the same period last year. The business has continued to reduce its cost base and fleet size to better match current levels of activity but given the scale of loss of revenues, it was unable to avoid incurring a small trading loss. The residential construction market appears to have stabilised now, albeit at a very low level. Revenues, as elsewhere within the Group, are currently strongly dependent on PFI and public sector supported investment activities. Private sector development remains quiet. Airpac Bukom Airpac Bukom advanced both revenues and profits within the period despite the volatility in the oil price which led to deferment of some well test and maintenance projects. Airpac Bukom has continued to bid successfully for contracts around the world and has recently secured the contract for the supply of compression equipment to the major Pluto Liquified Natural Gas (LNG) contract in Australia. The recent recovery in the oil price has created a more positive background for the oil and gas exploration sector, which should continue to be a supportive market over the medium to long-term. Torrent Trackside Torrent Trackside, in line with many suppliers to the rail market, had a disappointing first half as a result of the slow release of track renewal contracts. Torrent has excellent relationships with the specialist rail contractors and remains well positioned within its market. We look forward to improving work flows in the near future and believe rail remains an attractive sector for the Group. TPA TPA delivered a very satisfactory profit result despite the deferment of some National Grid infrastructure work. Improved operational cost management helped to protect margins and we anticipate stronger demand from the Grid going forward. TPA Germany delivered another solid performance and prospects look positive for the second half. Seasonality remains a significant feature of this business although operational efficiencies should help to defend the profits earned in the first half. Hire Station Hire Station experienced a difficult first half's trading particularly within its mainstream tool business where pressure on revenues and prices were greatest. Despite this background the business has continued to secure new customers on a long-term basis. The specialist safety equipment and press fitting tool activities have traded more strongly. Significant cost savings have been made in Hire Station, and even in this very difficult market it has been able to deliver a level of profits which demonstrates the responsiveness and quality of the business model. Outlook The specialist markets we serve were affected by recession later than mainstream construction but inevitably they are now experiencing both volume and pricing pressure. Currently our markets are relatively stable, albeit at much reduced levels of activity. Whilst we do see some further downward pressure and uncertainty in specific markets, we believe that the diversity of the Group's activities and our financial strength will enable us to continue to deliver satisfactory results and to emerge from this downturn in a strong position. The quality of the results delivered in the first half illustrates why we are confident in the Group's ability to deal with market challenges, and, more positively, to capitalise on opportunities both now and in the future. Jeremy Pilkington Chairman 27 November 2009 Condensed Consolidated Income Statement For the period ended 30 September 2009 Note Six months to Six months to Full year 30 Sep 2009 30 Sep 2008 to 31 Mar 2009 Restated Restated (unaudited) (unaudited) (audited) £000 £000 £000 Revenue 3 71,113 85,133 157,470 Cost of sales (51,195) (58,637) (114,331) Gross profit 19,918 26,496 43,139 Administrative (9,761) (11,019) (18,617) expenses Operating profit 3 10,157 15,477 24,522 Net financial (1,339) (1,950) (3,687) expenses Profit before amortisation, 9,957 13,944 21,744 exceptional items and taxation Amortisation of (975) (417) (909) intangibles Exceptional items 4 (164) - - Profit before 8,818 13,527 20,835 taxation Income tax expense 5 (2,475) (3,653) (5,701) Net profit for the 6,343 9,874 15,134 period Basic earnings share 7 15.42p 23.55p 36.41p Diluted earnings 7 15.11p 22.64p 35.30p share Dividend per share 8 3.10p 3.10 p 10.80p Dividends paid and 1,299 1,290 4,505 proposed (£000) Condensed Consolidated Statement of Comprehensive Income For the period ended 30 September 2009 +-------------------------------------------------------------------+ | | Six months | | | | | | | to | | Six months | | Full year | | | | | to | | to | |-------------------+-------------+---+-------------+---+-----------| | | 30 Sep 2009 | | 30 Sep 2008 | | 31 Mar | | | | | | | 2009 | |-------------------+-------------+---+-------------+---+-----------| | | (unaudited) | | (unaudited) | | (audited) | |-------------------+-------------+---+-------------+---+-----------| | | £000 | | £000 | | £000 | | | | | | | | |-------------------+-------------+---+-------------+---+-----------| | Profit for the | 6,343 | | 9,874 | | 15,134 | | period | | | | | | |-------------------+-------------+---+-------------+---+-----------| | Other | | | | | | | comprehensive | | | | | | | income: | | | | | | |-------------------+-------------+---+-------------+---+-----------| | | | | | | | | Actuarial losses | | | | | | | on defined | - | | - | | (1,882) | | benefit pension | | | | | | | scheme | | | | | | | | | | | | | |-------------------+-------------+---+-------------+---+-----------| | Tax on items | - | | - | | 527 | | taken direct to | | | | | | | equity | | | | | | | | | | | | | |-------------------+-------------+---+-------------+---+-----------| | Effective portion | | | | | | | of changes in | 997 | | (239) | | (3,154) | | fair value of | | | | | | | cash flow hedges | | | | | | |-------------------+-------------+---+-------------+---+-----------| | | | | | | | | Foreign exchange | (26) | | 17 | | 274 | | translation | | | | | | | difference | | | | | | | | | | | | | |-------------------+-------------+---+-------------+---+-----------| | Other | 971 | | (222) | | (4,235) | | comprehensive | | | | | | | income | | | | | | |-------------------+-------------+---+-------------+---+-----------| | | | | | | | | | | | | | | |-------------------+-------------+---+-------------+---+-----------| | | | | | | | | Total | 7,314 | | 9,652 | | 10,899 | | comprehensive | | | | | | | income for the | | | | | | | period | | | | | | +-------------------------------------------------------------------+ Condensed Consolidated Statement of Changes in Equity For the period ended 30 September 2009 +-------------------------------------------------------------------+ | | Six months | | Six months | | Full year | | | to | | to | | to | |-------------------+-------------+---+-------------+---+-----------| | | 30 Sep 2009 | | 30 Sep 2008 | | 31 Mar | | | | | | | 2009 | |-------------------+-------------+---+-------------+---+-----------| | | (unaudited) | | (unaudited) | | (audited) | |-------------------+-------------+---+-------------+---+-----------| | | £000 | | £000 | | £000 | |-------------------+-------------+---+-------------+---+-----------| | | | | | | | | Total | 7,314 | | 9,652 | | 10,899 | | comprehensive | | | | | | | income for the | | | | | | | period | | | | | | |-------------------+-------------+---+-------------+---+-----------| | | | | | | | | Tax movements to | - | | (287) | | (285) | | equity | | | | | | |-------------------+-------------+---+-------------+---+-----------| | | | | | | | | Share option | 273 | | 638 | | 442 | | charge in the | | | | | | | period | | | | | | |-------------------+-------------+---+-------------+---+-----------| | | | | | | | | Net movement | | | | | | | relating to | | | | | | | Treasury Shares | 3 | | (1,928) | | (3,166) | | and shares held | | | | | | | by Vp Employee | | | | | | | Trust | | | | | | |-------------------+-------------+---+-------------+---+-----------| | | | | | | | | Dividends to | (3,212) | | (3,214) | | (4,505) | | shareholders | | | | | | |-------------------+-------------+---+-------------+---+-----------| | | | | | | | | Change in equity | 4,378 | | 4,861 | | 3,385 | | during the period | | | | | | |-------------------+-------------+---+-------------+---+-----------| | | | | | | | | Equity at the | 77,152 | | 73,767 | | 73,767 | | start of the | | | | | | | period | | | | | | |-------------------+-------------+---+-------------+---+-----------| | Equity at the end | 81,530 | | 78,628 | | 77,152 | | of the period | | | | | | +-------------------------------------------------------------------+ Included in the above changes is a credit to reserves of £997,000 (September 2008: £239,000 charge, March 2009: £3,154,000 charge) in the Hedging Reserve. There were no changes in Issued Share Capital or Share Premium. Condensed Consolidated Balance Sheet At 30 September 2009 +---------------------------------------------------------------------+ | |Note|30 Sep 2009| | | | | | | | | |31 Mar 2009| |30 Sep 2008| |------------------------+----+-----------+-+-----------+-+-----------| | | | | | Restated| | Restated| | | |(unaudited)| | (audited)| |(unaudited)| |------------------------+----+-----------+-+-----------+-+-----------| | | | £000| | £000| | £000| |------------------------+----+-----------+-+-----------+-+-----------| |Non-current assets | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| | | | | | | | | |Property, plant and| 6 | 102,730| | 107,889| | 108,529| |equipment | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| |Goodwill | | 33,797| | 33,889| | 37,530| |------------------------+----+-----------+-+-----------+-+-----------| |Intangible assets | | 6,376| | 7,351| | 7,568| |------------------------+----+-----------+-+-----------+-+-----------| |Total non-current assets| | 142,903| | 149,129| | 153,627| |------------------------+----+-----------+-+-----------+-+-----------| | | | | | | | | |Current assets | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| | | | | | | | | |Inventories | | 4,007| | 5,463| | 5,251| |------------------------+----+-----------+-+-----------+-+-----------| |Trade and other| | 29,520| | 32,814| | 37,979| |receivables | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| |Cash and cash| | 712| | 551| | 2,204| |equivalents | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| |Total current assets | | 34,239| | 38,828| | 45,434| |------------------------+----+-----------+-+-----------+-+-----------| | | | | | | | | |Total assets | | 177,142| | 187,957| | 199,061| |------------------------+----+-----------+-+-----------+-+-----------| | | | | | | | | |Current liabilities | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| | | | | | | | | |Interest bearing loans| | (448)| | (681)| | (1,013)| |and borrowings | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| |Income tax payable | | (2,502)| | (2,291)| | (4,086)| |------------------------+----+-----------+-+-----------+-+-----------| |Trade and other payables| | (27,493)| | (30,472)| | (39,425)| |------------------------+----+-----------+-+-----------+-+-----------| |Total current| | (30,443)| | (33,444)| | (44,524)| |liabilities | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| | | | | | | | | |Non-current liabilities | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| | | | | | | | | |Interest bearing loans| | (55,042)| | (65,707)| | (65,902)| |and borrowings | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| |Employee benefits | | (1,814)| | (3,194)| | (1,321)| |------------------------+----+-----------+-+-----------+-+-----------| |Deferred tax liabilities| | (8,286)| | (8,433)| | (8,659)| |------------------------+----+-----------+-+-----------+-+-----------| |Total non-current| | (65,142)| | (77,334)| | (75,882)| |liabilities | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| | | | | | | | | |Total liabilities | | (95,585)| | (110,778)| | (120,406)| |------------------------+----+-----------+-+-----------+-+-----------| | | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| |Net assets | | 81,557| | 77,179| | 78,655| |------------------------+----+-----------+-+-----------+-+-----------| | | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| |Equity | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| | | | | | | | | |Issued capital | | 2,309| | 2,309| | 2,309| |------------------------+----+-----------+-+-----------+-+-----------| |Share premium | | 16,192| | 16,192| | 16,192| |------------------------+----+-----------+-+-----------+-+-----------| |Hedging reserve | | (2,609)| | (3,606)| | (691)| |------------------------+----+-----------+-+-----------+-+-----------| |Retained earnings | | 65,638| | 62,257| | 60,818| |------------------------+----+-----------+-+-----------+-+-----------| |Total equity| | 81,530| | 77,152| | 78,628| |attributable to equity | | | | | | | |holders of parent | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| | | | | | | | | |------------------------+----+-----------+-+-----------+-+-----------| |Minority interest | | 27| | 27| | 27| |------------------------+----+-----------+-+-----------+-+-----------| |Total equity | | 81,557| | 77,179| | 78,655| +---------------------------------------------------------------------+ Condensed Consolidated Statement of Cash Flows For the period ended 30 September 2009 Note Six months Six months Full year to to to 30 Sep 2009 30 Sep 2008 31 Mar 2009 (unaudited) (unaudited) (audited) £000 £000 £000 Cash flows from operating activities 8,818 13,527 20,835 Profit before taxation Adjustment for: Pension fund contributions in excess of service cost (2,253) (113) (204) Share based payment 273 638 442 charges Depreciation 6 9,536 9,268 18,964 Amortisation of 975 417 909 intangibles Net financial expense 1,339 1,950 3,687 Profit on sale of (2,021) (2,190) (3,825) property, plant and equipment Operating cash flow before 16,667 23,497 40,808 changes in working capital and provisions Decrease/(increase) in 1,456 (361) (348) inventories Decrease/(increase) in trade and other 3,294 (4,676) 741 receivables Decrease in trade and (1,808) (3,505) (6,073) other payables Cash generated from 19,609 14,955 35,128 operations Interest paid (1,260) (2,017) (3,711) Interest element of (84) (103) (199) finance lease rental payments Interest received 11 29 28 Income tax paid (2,411) (2,231) (5,991) Net cash from operating 15,865 10,633 25,255 activities Investing activities Proceeds from sale of 5,201 5,959 10,799 property, plant and equipment Purchase of property, (10,034) (20,405) (34,211) plant and equipment Acquisition of businesses 17 (4,985) (6,013) and subsidiaries (net of cash and overdrafts) Net cash from investing (4,816) (19,431) (29,425) activities Cash flows from financing activities Sale/(purchase) of 3 (1,928) (3,166) Treasury Shares and own shares by Employee Trust Repayment of loans (14,500) (15,543) (20,401) New loans 4,000 24,500 29,000 Payment of hire purchase (398) (1,031) (1,216) and finance lease liabilities Dividends paid 8 - - (4,505) Net cash from financing (10,895) 5,998 (288) activities Net increase/(decrease) in 154 (2,800) (4,458) cash and cash equivalents Effect of exchange rate 7 17 22 fluctuations on cash held Cash and cash equivalents 551 4,987 4,987 at beginning of period Cash and cash equivalents 712 2,204 551 at end of period Notes to the Condensed Financial Statements 1. Basis of Preparation Vp plc (the "Company") is a company domiciled in the United Kingdom. The Condensed Consolidated Interim Financial Statements of the Company for the half year ended 30 September 2009 comprise the Company and its subsidiaries (together referred to as the "Group"). This interim announcement has been prepared in accordance with the Disclosure and Transparency Rules of the UK Financial Services Authority and the requirements of IAS34 ("Interim Financial Reporting") as adopted by the EU. The accounting policies applied are consistent for all periods presented and are in line with those applied in the annual financial statements for the year ended 31 March 2009, which were prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU, except as described below. The following new standards and amendments to standards have become effective from 1 January 2009: * 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, IAS1 (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 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 six months period to 30 September 2009 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 £3,264,000 for the six months to 30 September 2009, £3,529,000 for the six months ended 30 September 2008 and £6,525,000 for the year ended 31 March 2009. The interim announcement was approved by the Board of Directors on 26 November 2009. The Condensed Consolidated Interim Financial Statements do not include all the information required for full annual Financial Statements. Subject to the restatement for hindsight adjustments referred to below and the amendments to the standards mentioned above, the comparative figures for the financial year ended 31 March 2009 are extracted from the Company's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was (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. The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances; these form the basis of the judgements relating to carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The Balance Sheet at 31 March 2009 and 30 September 2008 has been restated to reflect minor hindsight adjustments on acquisitions made in that year. 2. Risks and Uncertainties The risks and uncertainties for the Group have not changed from those disclosed in the last statutory accounts. In particular the Group comprises six 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 risks within particular markets. 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 a significant proportion 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. The net debt position of the Group and current loan facilities are set out in Note 9. The Company will open renewal negotiations with the banks before year end relating to the £50 million facility that expires in November 2010. However, the Company meets with its existing bankers, and other banks, on a regular basis in the ordinary course of business and has discussed its future borrowing needs and no matters have been drawn to its attention to suggest that renewal may not be forthcoming on acceptable terms. Taking into account these risk mitigation actions and the treasury management policies described in the 31 March 2009 accounts, the Group's exposure to market, liquidity and credit risk is considered by the Board to be within normal parameters and represents an acceptable level of risk. 3. Summarised Segmental Analysis +-------------------------------------------------------------------+ | | Revenue | | Operating Profit | |----------------+------------------------+---+---------------------| | | Sept | | Sept 2008 | | 2009 | 2008 | | | | 2009 | | | | | | | |----------------+--------+---+-----------+---+--------+--------+---| | | | | Restated | | | | | |----------------+--------+---+-----------+---+--------+--------+---| | | £000 | | £000 | | £000 | £000 | | |----------------+--------+---+-----------+---+--------+--------+---| | Groundforce | 17,217 | | 21,182 | | 5,092 | 5,587 | | |----------------+--------+---+-----------+---+--------+--------+---| | UK Forks | 5,685 | | 10,073 | | (297) | 1,535 | | |----------------+--------+---+-----------+---+--------+--------+---| | Airpac Bukom | 8,157 | | 7,442 | | 2,028 | 1,538 | | |----------------+--------+---+-----------+---+--------+--------+---| | Torrent | 5,129 | | 6,595 | | 6 | 506 | | | Trackside | | | | | | | | |----------------+--------+---+-----------+---+--------+--------+---| | TPA | 9,345 | | 10,930 | | 2,434 | 2,504 | | |----------------+--------+---+-----------+---+--------+--------+---| | Hire Station | 25,580 | | 28,911 | | 2,033 | 4,224 | | |----------------+--------+---+-----------+---+--------+--------+---| | | 71,113 | | 85,133 | | 11,296 | 15,894 | | |----------------+--------+---+-----------+---+--------+--------+---| | Amortisation | | | | | (975) | (417) | | |----------------+--------+---+-----------+---+--------+--------+---| | Exceptional | | | | | (164) | - | | | items | | | | | | | | |----------------+--------+---+-----------+---+--------+--------+---| | | | | | | 10,157 | 15,477 | | +-------------------------------------------------------------------+ 4. Exceptional Items During the period the Group made a profit of £113,000 from the disposal of a freehold property and incurred £277,000 of employment termination costs. 5. Income Tax The effective tax rate of 28.1% in the period to 30 September 2009 (30 September 2008: 27.0%) reflects the standard rate of tax of 28% as adjusted for estimated permanent differences for tax purposes and adjustments to prior year provisions. 6. Property, Plant and Equipment Sept 2009 Sept 2008 Mar 2009 £000 £000 £000 Carrying amount 1 April 107,889 100,868 100,868 Additions 7,590 19,170 31,027 Acquisitions - 1,528 1,680 Depreciation (9,536) (9,268) (18,964) Disposals (3,180) (3,772) (6,974) Effect of movements in exchange rates (33) 3 252 Closing carrying amount 102,730 108,529 107,889 The value of capital commitments at 30 September 2009 was £1,516,000 (31 March 2009: £3,213,000). 7. Earnings Per Share Earnings per share have been calculated on 41,123,633 shares (2008: 41,922,500) being the weighted average number of shares in issue during the period. Diluted earnings per share have been calculated on 41,977,858 shares (2008: 43,618,604) adjusted to reflect conversion of all potentially dilutive ordinary shares. Basic earnings per share before the amortisation of intangibles and exceptional items was 17.42 pence (2008: 24.27 pence) and was based on an after tax add back of £820,000 (2008: £300,000). Diluted earnings per share before amortisation of intangibles and exceptional items was 17.06 pence (2008: 23.33 pence). 8. Dividends The Directors have declared an interim dividend of 3.10 pence (2008: 3.10 pence) per share payable on 6 January 2010 to shareholders on the register at 11 December 2009. The dividend proposed at the year end was subsequently approved at the AGM in September and therefore accrued, but was not paid in the period (2008 paid: nil). The cost of dividends in the Statement of Changes in Equity is after adjustments for the interim and final dividends waived by the Vp Employee Trust in relation to the shares it holds for the Group's share option schemes together with dividends waived in relation to treasury shares. 9. Analysis of Net Debt As at Cash As at 1 Apr 09 Flow 30 Sep 09 £000 £000 £000 Cash in hand and at bank less 551 161 712 overdrafts Revolving credit facilities (65,500) 10,500 (55,000) Finance leases and hire purchases (888) 398 (490) (65,837) 11,059 (54,778) The Group's bank facilities comprise a £50m committed five year revolving credit facility which expires in November 2010, a £20m committed three year revolving credit facility expiring in September 2011 and overdraft facilities totalling £10m. 10. Related Party Transactions Transactions between Group Companies, which are related parties, have been eliminated on consolidation and therefore do not require disclosure. 11. Forward Looking Statements The Chairman's Statement includes 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. Responsibility statement of the directors in respect of the half-yearly financial report We confirm that to the best of our knowledge: * the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU * the interim management report includes a fair review of the information required by: (a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and (b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so. By order of the Board 27 November 2009 The Board The Board of Directors who served during the 6 months to 30 September 2009 is unchanged from that set out on page 14 of the Annual Report and Financial Statements 2009, with the exception that Barrie Cottingham retired as a Director at the Annual General Meeting on 8 September 2009. Independent Review Report to Vp plc Introduction We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2009 which comprises the condensed consolidated interim income statement, the condensed consolidated interim statement of comprehensive income, the condensed consolidated interim balance sheet, the condensed consolidated interim statement of changes in shareholders' equity, the condensed consolidated interim cash flow statement and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements. This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the UK FSA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached. Directors' responsibilities The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FSA. As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. Our responsibility Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2009 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA. Chris Hearld For and on behalf of KPMG Audit Plc Chartered Accountants Leeds 27 November 2009 ---END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.

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