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Vantis PLC (VTS)

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Monday 19 July, 2004

Vantis PLC

Final Results

Vantis PLC
19 July 2004


For Immediate Release                                          19 July 2004





                                   VANTIS PLC

                    ('Vantis', the 'Company' or the 'Group')

              Preliminary Results for the Year Ended 30 April 2004



Vantis, the AIM listed accountancy and professional services Group, announces
its preliminary results for the year ended 30 April 2004.



Key points

•    Turnover up 27% to £23.7 million (2003: £18.6 million).


•    Profit before interest, tax and goodwill amortisation up 46% to £5.2
     million (2003: £3.6 million).


•    Operating profit margin before goodwill amortisation improved further
     to 21.9% (2003: 19.1%) as a consequence of improved operational 
     efficiencies, increased exposure to higher margin specialist services and 
     no exceptional charges.


•    The adjusted basic earnings per share excluding goodwill amortisation
     and finance charge on discounting of deferred consideration is 9.10p 
    (2003: 7.95p). The equivalent basic earnings per share is 7.10p 
    (2003: 6.88p).


•   Final dividend proposed of 2.5p per share, making a total for the year
    of 3.5p per share (2003: 3.00p), an increase of 17%.


•   Group strengthened by mix of acquisitions and the recruitment of
    further high calibre staff.


•   Integration of businesses and teams facilitated by effective
    operational procedures.


•   Growing pipeline of acquisitions and recruitment opportunities
    available.


•   On the future, Chairman, Paul Gourmand said.


'We have made excellent progress in the year in consolidating further our
position in the market with the continuing integration of quality businesses and
people to broaden the range of our service offering. We will continue with this
strategy to strengthen our business further and enhance shareholder value in
pursuit of the highest efficiency and client service levels.'




For further information:

Paul Jackson, Chief Executive
Paul Ashton, Executive Director
Vantis plc                                 020 7417 0417


Richard Darby, Suzanne Brocks
Buchanan Communications                    020 7466 5000




Notes to Editors



1.   Vantis plc is the AIM listed accounting and business advisory group
     that specialises in helping business people improve the performance of their
     businesses.


2.   The Vantis group offers a range of specialist skills, including taxation 
     services, accountancy, management consultancy, business recovery, corporate 
     finance, outsourcing, asset finance and independent financial advice.



3.   The Vantis group has over 500 staff operating from 15 offices
     throughout England and is a member of INPACT, the international network of
     professional accountants, which has worldwide representation of 160 firms in 
     64 countries.



CHAIRMAN'S STATEMENT


Introduction

I am delighted to report another year's successful trading for the Group.
Vantis has made significant strides forward in the year under review,
successfully integrating complementary acquisitions and recruiting further high
quality staff to enhance our service offering.


Results

In the year ended 30 April 2004, the Group increased turnover by 27% to £23.7
million (2003: £18.6 million) and achieved profit before interest, tax and
goodwill amortisation of  £5.2 million (2003: £3.6 million) an increase of 46%.
The operating profit margin before goodwill amortisation improved further to
21.9% (2003: 19.1%) as a consequence of improved operational efficiencies,
increased exposure to higher margin specialist services and no exceptional
charges.


The Operating Profit includes work in progress which has increased from £3.1
million at 30 April 2003 to £7.8 million at 30 April 2004.  The increase has
arisen from the acquisition of Redhead French and as a result of higher activity
across the Group, particularly at Vantis Custom House.


The adjusted basic earnings per share excluding goodwill amortisation and
finance charge on discounting of deferred consideration amounted to 9.10p (2003:
7.95p). The equivalent basic earnings per share is 7.10p (2003: 6.88p).


The Directors are pleased to recommend payment of a final dividend of 2.5 pence
per share (2003: 2.065p) payable on 4 October 2004 to shareholders on the
register on 27 August 2004, making a total dividend of 3.5 pence per share
(2003: 3.00p) for the year, an increase of 17%.


Integration

Integration of businesses and teams together with the expansion of a strong
common culture and infrastructure across the Group continues to be central to
our strategy going forward.


Extending our success from the previous year, our first as a quoted company, we
have recruited additional senior management and made further improvements to our
operational procedures and controls which has improved our effectiveness,
efficiency and client service. Customer management has been improved and cross
referral of business has increased significantly during the year under review.



Business Development

The Group has been strengthened during the year with a mix of acquisitions and
the recruitment of further high calibre specialists . These include:



•  The acquisition and integration of the non-audit business of two
   accountancy practices, Wheawill & Sudworth London and McBrides, Kent;



•  The  acquisition and integration of Redhead French, a well established
   insolvency and business recovery firm based in Essex;



•  The recruitment of specialists to further strengthen Vantis Corporate
   Finance and Vantis Tax;



We have identified many acquisition opportunities during the year.  Those that
we have completed have been complementary to our business and clients, are value
enhancing, continuing to build our capabilities in higher margin specialist
services. Recruitment of key individuals that enhance our existing capabilities
is a major cornerstone to our strategy which extends our network of contacts and
strengthens our core practice. Our profile within our main small and medium
sized enterprise target market is building our brand which is attracting many
acquisition and recruitment opportunities.



We recognise that our existing clients are the heart and fundamental platform of
our business and we have focused on enhancing service levels further, improving
our customer management practices across the Group. Consequently, client
retention remains high.



Finance

In June 2003, 825,500 new ordinary shares were placed with certain institutional
investors at 85 pence per share to raise £0.70 million (gross) to provide
further working capital. In August 2003, a further 2.863 million new ordinary
shares were placed with certain institutional investors at 90 pence per share to
raise £2.58 million (gross) to provide further working capital.  In September
2003, a further 500,000 new ordinary shares were placed with certain
institutional investors at 102 pence per share to raise £510,000 (gross), again
to provide further working capital.  In February 2004, a further 2.2 million
shares were placed at 115p to raise £2.53 million (gross). The net proceeds were
applied to fund the cash element of the initial consideration of Redhead French
as well as augment existing working capital facilities. Net debt at the year end
was £12.3 million (2003: £7.9 million) representing overall gearing of 63%
(2003: 83%).



The Future

We have made excellent progress in the year in consolidating further our
position in the market with the continuing integration of quality businesses and
people to broaden the range of our service offering. We will continue with this
strategy to strengthen our business further and enhance shareholder value in
pursuit of the highest efficiency and client service levels.



The loyalty and dedication of our staff, who have worked tirelessly throughout
the year, is second to none. I thank them for their energy, enthusiasm and
commitment.





Paul Gourmand
Chairman



OPERATIONAL OVERVIEW



Since listing on the Alternative Investment Market in 2002, I am delighted to
report that we have achieved sustainable, profitable growth over the last two
years. The key drivers in achieving this objective remain:



•   Acquisitions & Recruitment

To continue to selectively acquire accountancy and specialist service
businesses, specialist teams and individuals, with the aim of adding
complementary skills, which broaden our client offering as well as entering new
sectors or geographic areas and creating value whilst achieving sustainable
growth.



•   Integration

To continue to focus on achieving a common culture, benefiting from economies of
scale and maximising cross-business referrals within the Group.



•   Organic Growth

To continue to achieve underlying growth by raising our profile, enhancing our
sales capability, improving our networking and contacts and widening the range
of services available to our customers.



•   Value Added Services

To continue to develop higher margin services by breaking into new sectors and
acquiring specialist skills of relevance to our predominantly SME customer base.


Acquisitions & Recruitment

During the year, the Group acquired the business and assets of Redhead French ('
RF') in February 2004, and the non-audit business of two long established
general accountancy practices; Wheawill & Sudworth London ('WS') in October
2003, and McBrides, Kent ('McB') in April 2004.



RF is a well established insolvency and business recovery firm based in Essex.
It has strong connections with the financial sector and has further strengthened
Vantis' operations in the South East, whilst broadening the scope of operations
into the eastern home counties. It is already starting to expand its operations
as an integral part of the Vantis business recovery team, extending our ability
to grow and our range of services to much larger geographical and business
areas.  This is a step enhancement to our business recovery division, and in
addition helps to facilitate the recruitment of top recovery specialists.



WS relocated to the Vantis City office and realised immediate cost benefits. McB
have continued to operate from Sidcup, providing an important hub for the Group
with increased geographical coverage and extra support to the Vantis offices in
central London and throughout the South of England. Both firms have brought
complementary strengths in forensic accounting (particularly expert witness and
litigation), corporate finance and taxation services, together with expertise in
accountancy, outsourcing and business advisory services. It is pleasing that the
client bases of WS and McB are already accessing the wider range of specialist
services that are available within Vantis and this process is accelerating.



During the year we have continued to recruit additional high calibre key
personnel strengthening all aspects of the Group. Of particular note are the
appointments we have made to Vantis Corporate Finance and Vantis Tax, where we
have recruited some of the very top specialists in their respective fields of
operation.   We will continue to recruit the highest quality personnel in all
areas complementary to our businesses.



Our brand is becoming much more visible and as a result we have attracted
considerable interest from both businesses and individuals wanting to be part of
the Vantis group.  We have a growing pipeline of opportunities available to us
and we continue to be highly selective in evaluating their suitability.



Overall, whilst we have enjoyed a full year of Beavis Walker, we have only
benefited from WS, RF and McB for a combined total of nine months.  Similarly,
many of our new specialist recruits, especially in Tax, have not been with us
for a full year.  We have much to look forward to in the year to 30 April 2005.



Integration

We have continued to control the pace of acquisitions and the recruitment of
individuals with the requirement for careful integration. Our common culture and
common practices continue to be developed with a view to improving processes and
procedures across the Group. For example:



•   Our induction processes ensure new acquisitions and teams are settled
    in quickly, ensuring that benefits are realised as soon as possible.


•   Our 'client service group' operational structure across the business
    delivers greater management control, improved operational performance and 
    more consistent service delivery;


•   Our groupwide IT network and client administration system fully
    supports effective client communication and enables targeted cross selling
    campaigns.


•   Our work practices are continually being improved  to eliminate
    duplication across key group functions such as human resources management,
    training and marketing.


•   Economies of scale have assisted margin improvement.



•   Overheads are constantly reviewed to further improve efficiency.


We have made significant progress in all these areas and will continue to strive
for better ways of improving efficiency and enhancing growth. Internal
communication and control is vital for the development of our culture in our
business and we will continue to focus on this in the future.



Value Added Services

Our acquisitions made in the year and recruitment of specialist staff has
continued to broaden and enhance our skills base. Our corporate finance team has
been strengthened with the result that the deal flow has increased significantly
with plenty of leads developing. Fees, which are based more upon time and less
on a contingency basis are increasing and in the last six months we have advised
a number of clients seeking flotations on the LSE and fund raisings, as well as
other m&a engagements.



Vantis Tax has been bolstered by new leadership and high profile appointments
which will continue.  This growth area prides itself in adding real value to
clients in an increasingly tax legislative environment.



Vantis Customs House has had an excellent year with good successes recorded in
2004 and we continue to look to recruit complementary skills.   Vantis Sports
Solutions has also had a successful year developing, in particular, its
marketing of other group services, particularly Vantis Corporate Finance and
Vantis Tax.



Vantis Financial Management has successfully completed its restructuring, now
providing a more relevant skills and products base to accommodate the changing
group requirements in growth and the scope of services now offered.  We will
continue to recruit into our sales team, with particular emphasis on the
potential now available with Vantis Tax.



Whilst the year itself has been a year of predominantly restructuring, Vantis
Outsource continues to penetrate new niche markets, at the same time increasing
its working efficiencies with increased disciplines with an innovative approach
to increasing margins in what is a very competitive sector.  Increased volumes
are also contributing to such margin improvements.



Our strategy of focusing on higher margin services such as corporate finance and
consultancy has resulted in an overall improvement in operating margin before
goodwill amortisation from 19.1% to 21.9%. The change in revenue mix is
illustrated below:




Service Line Revenue                      At 30 April 2004         At 30 April 2003

Accountancy                                            24%                      32%

Taxation                                               19%                      16%

Consultancy                                            20%                      19%

Corporate Finance                                      16%                      13%

Financial Services                                      7%                       7%

Outsourcing                                             7%                       7%

Business Recovery                                       7%                       6%

Source: Company management information




Organic Growth

Raising the Vantis profile amongst our target SME core customers has continued
to be a prime activity in the year. Our clients are our lifeblood and where we
have acquired a business, we have focussed on the existing client relationships
to minimise the risk of client losses.



We have worked hard in keeping clients informed of all developments, maintaining
close contact and proactively seeking feedback. As the Vantis brand strengthens,
so it becomes easier to sell into new clients as well as enhance existing
relationships. Throughout the year, client retention levels have remained high
with key account management across the Group working well. It is particularly
pleasing that organic growth over the year in the core practice (accountancy,
outsource  and taxation), excluding acquisitions was 13%, demonstrating our
success in cross fertilisation of services.



Key account management is improving as new opportunities are identified for
client development, service improvement and cross selling. Soft skills training
programmes across the business continue to improve client relationship skills
and promote staff relations. Networking initiatives are creating many new
opportunities. New business opportunities from other accountancy practices and
legal firms highlight an enviable level of trust that is developing with Vantis
which bodes well for the future.



The Future

The general economic outlook appears stable and prospects for your business are
encouraging. Our strategy, in pursuit of sustainable, profitable growth will
continue to be building current relationships and opportunities, with the
careful integration of selective acquisitions.  In addition we will continue to
attract and recruit high calibre specialists to expand our higher margin
business.  The pipeline of acquisition and recruitment opportunities continues
to lengthen as our brand profile grows, enabling us to pursue selective
opportunities to further enhance growth.



Underpinning all our development activity will be a continued focus on the
support and development of all group employees and the delivery of service
excellence to all our clients.





Paul Jackson
Chief Executive



FINANCIAL OVERVIEW



I am pleased to report another successful year for Vantis. The development of
our group-wide IT and communications network has enabled us to deliver added
value through centralisation of both administrative and professional functions
and also through the exploitation of economies of scale.



The acquisitions in the year have again absorbed management and staff time in
their initial integration.  We continue to give this a high priority and will
continue to look for further efficiencies through our developing systemisation,
the fine tuning of existing processes and ongoing overhead reviews. We will at
all times retain our commitment to client retention and to delivering a first
class service to our clients.



Revenue & operating profit

The Group achieved a total operating profit before interest, tax, goodwill
amortisation and finance charges on discounting of deferred consideration of
£5.2 million (2003: £3.6 million) on a turnover of £23.7 million (2003: £18.6
million) for the year.

The seasonality of revenue closely followed the previous year with 57% (2003:
58%) of revenue generated in the second half year.  The increased revenue in the
second half year, together with continuing improvements in operational
efficiency and service line mix has contributed to an increase in operating
margin before goodwill amortisation from the 17.5% (2003: 17.7%) reported at the
interim stage to 21.9% (2003: 19.1%) for the full year.



Exceptional costs

In our first year in Vantis, we incurred exceptional costs of £0.55 million in
relation to the costs of the initial integration of the founding firms and the
creation of the Vantis brand.  Such costs in relation to acquisitions and newly
founded divisions/products are now expensed as normal expenditure, and no longer
treated as exceptional.



Funds raised

The Company placed the following shares during the year:




                                       No of shares          Price                   Net proceeds
                                                                                            £'000

June 2003                                   825,500              85p                          670

August 2003                               2,863,335              90p                        2,478

September 2003                              500,000            1.02p                          508

February 2004                             2,200,000            1.15p                        2,454



The net proceeds of the placings were used partly to fund the acquisitions in
the year and also to provide working capital and funds for the development of
the business.



Bank facilities were increased during the year to £19 million, providing funds
for the acquisition, development and integration of individual firms, teams and
blocks of fees. At the balance sheet date the total drawn under the loan
facility was £9.6 million and the overdraft stood at £1.2 million.



In line with our policy to maintain appropriate levels of bank gearing, gearing
at the year end was down to 56% (2003: 68%), excluding the loan stock issued on
the acquisition of Beavis Walker at the end of April 2003.



Share option discount

At the time of our flotation, certain team members were rewarded with special
once-only share options, granted at a discount to the Company's flotation share
price.  Accounting standards requires that discount be expensed to the profit
and loss account as a payroll cost. The discount to the option holder is not
determinable unless and until the share options are exercised and the shares are
issued. These share options are, in any event, only exercisable in certain
circumstances and then only after the third anniversary of issue.  The maximum
potential discount under these share options is approximately £0.430 million,
which will be accounted for over the minimum qualifying period of three years
service.  For the year ended 30 April 2004, the charge included within payroll
costs was £0.135 million (2003: £0.152 million).  There are no plans to issue
further share options of this type.



Earnings per share and dividends

The adjusted basic earnings per share for the year under review, excluding
goodwill amortisation and finance charges on discounting of deferred
consideration is 9.10 pence (2003: 7.95 pence). The equivalent basic earnings
per share is 7.10 pence (2003: 6.88 pence).


A final dividend for the year to April 2003 of 2.065 pence per share was paid in
September 2003 and an interim dividend of 1.0 pence (2003: 0.935 pence) per
share was paid in February 2004, in respect of the year to 30 April 2004.  The
directors now recommend a final dividend of 2.5 pence (2003: 2.065 pence) per
share payable on 4 October 2004 for shares held on 27 August 2004, making the
total for the year 3.5 pence (2003: 3.00 pence) per share. The total dividend is
covered 1.9 times (2003: 2.2 times) by profit, after tax.



Net assets

At the year end, net assets were £19.4 million (2003: £9.5 million). Intangible
assets of £23.3 million (2003: £12.1 million) represent the goodwill on
acquisitions, a proportion of which is  tax deductible . The related deferred
cash consideration including loan stock is £6.3 million (2003: £3.8 million).
£3.2 million  (2003: £1.8 million) is shown as part of creditors within one year
and £3.1 million (2003: £2.0 million) as part of creditors due after one year.
The deferred consideration is discounted in accordance with FRS7, and £0.071
million has been charged in the profit and loss account in the year.



Work in progress

Work in progress, valued at cost, has increased from £3.1 million at the 30
April 2003 to £7.8 million at the 30 April 2004.  The increase is principally
comprised of c. £1.8 million in business recovery, predominantly from the
acquisition of the business of Redhead French; c. £0.9 million in Vantis Custom
House from the successful development of duty precedents leading to later
invoicing on client repayments; c. £1.4 million in core practice of which c.
£0.6 million is attributable to acquisitions with c. £0.4 million of the
remainder arising from activity in the group's City offices; and c. £0.6 million
is from increased corporate finance activity.



Shareholders' funds

At the year-end, shareholders funds stood at £19.4 million (2003: £9.5 million),
of which  £2.3 million (2003: £1.1 million) was retained profit.



Capital expenditure

Capital expenditure amounted to £0.486 million (2003: £0.525 million), of which
£0.320 (2003: £0.330 million) was incurred through the continued expansion and
development of the group-wide IT and communications network.



Cash flow

The operating profit was £4.4 million (2003: £3.2 million).  Investment in the
working capital of existing businesses, acquisitions, new teams and non cash
items was £4.3 million  (2003: £5.8 million), resulting in a net inflow from
operating activities of £0.1 million (2003: outflow £2.6 million).  The
investment into the working capital of the new acquisitions and teams was £3.4
million (2003: £5.8 million).  Debtors are traditionally higher at the year end
due to the impact of underlying seasonality, further exaggerated by the timing
of acquisitions and new team recruitment.



Significant inflows of cash include the share issues of  £6.3 million (2003:
£3.2 million) and the drawdown of loans for investment of £6.7 million (2003:
£3.3 million).



Significant outflows include the acquisitions made of  £7.8 million (2003: £4.7
million), tax paid of £1.3 million (2003: £0.1 million) and the dividends paid
of £1.0 million (2003: £0.3 million).



Overall, there was an increase in cash generated of £1.4 million (2003: decrease
£2.6 million).




Trevor Applin
Finance Director





Vantis plc



Consolidated Profit and Loss Account

For the year ended 30 April 2004


                                                           Unaudited year ended 30 April 2004           Audited
                                                Notes            Before      Goodwill       Total         Total
                                                                         amortisation
                                                               Goodwill                     2004          2003
                                                                                  and
                                                           amortisation                     £'000         £'000
                                                                          discounting
                                                                    and
                                                                               charge
                                                            discounting
                                                                                £'000
                                                                 charge

                                                                  £'000

Turnover                                                         23,749             -      23,749        18,646

Movement in work in progress                                      3,161             -       3,161         1,022
Other operating income                                               33             -          33            39
External charges: direct expenses                               (2,294)             -     (2,294)       (1,663)
Staff costs and similar charges                                (14,814)             -    (14,814)      (10,832)

Depreciation                                                      (352)             -       (352)         (277)
Amortisation                                                          -         (797)       (797)         (342)

Depreciation and amortisation                                     (352)         (797)     (1,149)         (619)
Other operating charges                                         (4,286)             -     (4,286)       (3,378)

Operating profit                                                  5,197         (797)       4,400         3,215

Interest receivable and similar income                                3             -           3            17
Interest payable and similar charges                              (465)             -       (465)         (162)
Finance charge on discounting of deferred                             -          (71)        (71)             -
consideration

Profit on ordinary activities before taxation                     4,735         (868)       3,867         3,070

Taxation on profit on ordinary activities         1             (1,469)           151     (1,318)       (1,018)

Profit for the financial year                                     3,266         (717)       2,549         2,052

Dividends                                         2             (1,358)             -     (1,358)         (930)

Retained profit for the financial year                            1,908         (717)       1,191         1,122

Earnings per share (pence per share)              3
Basic                                                                                        7.10          6.88
Diluted                                                                                      6.94          6.75
Adjusted basic before goodwill amortisation
and finance charge on discounting of deferred                      9.10                                    7.95
consideration
Adjusted diluted before goodwill amortisation
and finance charge on discounting of deferred                      8.90                                    7.80
consideration



All amounts relate to continuing activities.



There are no recognised gains or losses other than those recognised in the
profit and loss account.


Vantis plc



Consolidated Balance Sheet

As at 30 April 2004




                                                                Unaudited    Audited
                                                                     2004       2003
                                                                    £'000      £'000

Fixed assets

Intangible assets                                               23,342        12,123
Tangible assets                                                  1,276         1,175
Investments                                                          5             5
                                                                24,623        13,303
Current assets

Stocks and work in progress                                      7,852         3,116
Debtors                                                         11,895         8,872
Cash at bank and in hand                                            46            25
                                                                19,793        12,013
Creditors: amounts falling due within one year *              (13,550)      (10,394)
Net current assets                                               6,243         1,619

Total assets less current liabilities                           30,866        14,922

Creditors: amounts falling due after more than one year *      11,427)       (5,398)
Net assets                                                      19,439         9,524



Capital and reserves

Called up share capital                                          4,024         3,240
Share premium account                                           11,202         4,267
Merger reserve                                                     732           732
Shares to be issued                                                881            11
Other reserves                                                     287           152
Profit and loss account                                          2,313         1,122
Equity shareholders' funds                                      19,439         9,524




* includes convertible debt



Vantis plc



Consolidated Cash Flow Statement
For the year ended 30 April 2004


                                                              Notes               Unaudited          Audited
                                                                                 Year ended       Year ended
                                                                              30 April 2004    30 April 2003
                                                                                      £'000            £'000

Cash inflow/(outflow) from operating activities                   4                      68          (2,561)


Returns on investments and servicing of finance

Interest received                                                                         3               17

Interest paid                                                                         (443)            (127)

Interest paid on finance leases                                                        (22)             (35)

Net cash outflow from returns on investments and servicing of                         (462)            (145)
finance



Taxation                                                                            (1,297)             (77)



Capital expenditure and financial investment

Purchase of tangible fixed assets                                                     (411)            (485)

Proceeds from sale of tangible fixed assets                                              79               11

Net cash outflow from capital expenditure and financial                               (332)            (474)
investment



Acquisitions

Purchase of subsidiary undertakings                                                 (7,837)          (4,692)

Net funds acquired with subsidiary undertakings                                           -               77

Net cash outflow from acquisitions                                                  (7,837)          (4,615)



Equity dividends paid                                                               (1,021)            (271)



Cash outflow before use of liquid resources and financing                          (10,881)          (8,143)



Financing

Issue of ordinary shares for cash                                                     6,319            3,229

Expenses of share issue                                                               (209)            (701)

Repayment of loans                                                                    (410)             (38)

New loans                                                                             6,707            3,267

Capital element of finance lease repayments                                           (159)            (166)

Net cash inflow from financing                                                       12,248            5,591



Increase/(decrease) in cash in the year                           6                   1,367          (2,552)



Vantis plc


Notes to the Accounts





1.    Taxation on profit on ordinary activities

Provision for taxation is based upon taxable profits for the year at the rate of
28.9% (2003 29.5%).




2.   Dividends


                                                                                   Unaudited          Audited
                                                                                        2004             2003
                                                                                       £'000            £'000
Ordinary dividends on equity shares
Interim paid of 1.0p (2003 0.935p) per share                                             365              271
Final proposed of 2.5p (2003 2.065p) per share                                           993              659
                                                                                       1,358              930





3.       Earnings per share

The calculation of basic earnings per share is based on earnings of £2,549,000
(2003 £2,052,000) and 35,905,255 (2003 29,832,837) ordinary shares, being the
weighted average number of ordinary shares in issue during the period which
excludes shares held by the Vantis Employee Benefit Trust which have not
unconditionally vested in identified beneficiaries.  To calculate diluted
earnings per share the weighted average number of shares in issue is adjusted to
include dilutive potential ordinary shares which may be issued in the future
arising from share options, convertible loan stock and deferred consideration in
respect

of acquisitions.

                                                 Unaudited                           Audited

                                                    2004                               2003
                                       Earnings    Weighted    Earnings   Earnings    Weighted    Earnings
                                                    average   per share                average   per share
                                          £'000   number of                  £'000   number of
                                                     shares           p                 shares           p

                                                   No. '000                           No. '000
Basic earnings per share                  2,549      35,905        7.10      2,052      29,833        6.88
Goodwill amortisation and finance           717      35,905        2.00        320      29,833        1.07
charge on discounting of deferred
consideration

Adjusted basic earnings per share         3,266      35,905        9.10      2,372      29,833        7.95

Diluted earnings per share                2,549      36,714        6.94      2,052      30,401        6.75
Goodwill amortisation and finance           717      36,714        1.96        320      30,401        1.05
charge on discounting of deferred
consideration

Adjusted diluted earnings per share       3,266      36,714        8.90      2,372      30,401        7.80



Adjusted earnings per share have been shown in order to demonstrate the
performance of the Group before goodwill amortisation and finance charges on
discounting of deferred consideration.



Vantis plc

Notes to the Accounts (continued)



4.       Net cash inflow/(outflow) from operating activities


                                                                     Unaudited        Audited
                                                                          2004           2003
                                                                         £'000          £'000

Operating profit                                                         4,400          3,215

Loss/(profit) on disposal of tangible fixed assets                           4            (1)

Depreciation of tangible fixed assets                                      352            277

Amortisation of intangible assets                                          797            342

Share option discount                                                      135            152

(Increase) in stocks and work in progress                              (3,187)        (1,423)

(Increase) in debtors                                                  (2,977)        (7,494)

Increase in creditors                                                      544          2,371

Net cash inflow/(outflow) from operating activities                         68        (2,561)



5.      Analysis of movement in net debt


                                                     Audited     Cashflow        Other    Unaudited
                                                    30 April        £'000        £'000     30 April
                                                        2003                                   2004
                                                       £'000                                  £'000
Cash Balances

Cash at bank and in hand                                  25           21            -           46

Bank overdraft                                       (2,564)        1,346            -      (1,218)

Net cash balances                                    (2,539)        1,367            -      (1,172)



Other net funds/(debt)

Loan stock due within one year                          (89)           89        (353)        (353)

Loan stock due after one year                        (1,722)            -          753        (969)

Bank loans due within one year                          (24)           23      (1,337)      (1,338)

Bank and other loans due after one year              (3,279)      (6,320)        1,337      (8,262)

Finance leases due within one year                     (133)          133        (102)        (102)

Finance leases due after one year                      (115)           26           27         (62)

                                                     (5,362)      (6,049)          325     (11,086)

Net debt                                             (7,901)      (4,682)          325     (12,258)



6.  Reconciliation of net cash flow to movement in net debt


                                                                                Unaudited      Audited
                                                                                     2004         2003
                                                                                    £'000        £'000

Increase/(decrease) in cash in the year                                             1,367      (2,552)

Cash inflow from increase in debt and lease financing                             (6,049)      (3,063)

Changes in net debt resulting in cash flows                                       (4,682)      (5,615)

Loan stock issued on acquisitions                                                       -      (1,811)

Loans and finance leases acquired with subsidiary undertakings                          -        (448)

Conversion of loan stock                                                              400            -

New finance leases                                                                   (75)         (40)

Movement in net debt in the year                                                  (4,357)      (7,914)

Net (debt)/funds at beginning of year                                             (7,901)           13

Net debt at end of year                                                          (12,258)      (7,901)



Vantis plc

Notes to the Accounts (continued)





7.   General



The financial information set out in this preliminary announcement does not
constitute the Company's statutory accounts for the years ended 30 April 2004 or
2003 within the meaning of section 240 of the





Companies Act 1985. The statutory accounts for the year ended 30 April 2003 have
been delivered to the Registrar of Companies. The statutory accounts for the
year ended 30 April 2004 will be delivered to the Registrar of Companies
following the Company's forthcoming annual general meeting. The audit report on
the year ended 30 April 2003 was unqualified and did not contain statements
under the Companies Act 1985, section 237 (2) and (3).



The accounting policies and presentation of figures in this preliminary
announcement have been prepared on the same basis as set out in the interim
results for the six months to 31 October 2003 and the statutory accounts for the
year ended 30 April 2004.



Copies of this announcement will be available at the Company's registered
office:



     Vantis plc
     82 St John Street
     London EC1M 4JN


Copies of the announcement are also available on the Company's website;
www.vantisplc.com .


The annual report will be posted to shareholders in due course.


This preliminary announcement was approved by the directors on 16 July 2004.





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