Interim Results - Part 2

National Express Group PLC 5 September 2000 PART 2 NATIONAL EXPRESS GROUP PLC Interim Results for the six months ended 30 June 2000 Group Profit and Loss Account Unaudited Unaudited Audited Total Total Total Total before after before after Total good- Good- good- good- Good- good- after will will will will will will good- and and and and and and will except- except- except- except- except- except- and ional ional ional ional ional ional except- items items items items items items ional 6 mths 6 mths 6 mths 6 mths 6 mths 6 mths items to to to to to to Year to 30 June 30 June 30 June 30 June 30 June 30 June 31 Dec 2000 2000 2000 1999 1999 1999 1999 £m £m £m £m £m £m £m Turnover - continuing 899.9 - 899.9 670.1 670.1 1,476.7 operations - acquisitions 11.4 - 11.4 - - - Turnover 911.3 - 911.3 670.1 - 670.1 1,476.7 Other 8.7 - 8.7 4.7 - 4.7 10.5 operating income Other (852.5) (20.9) (873.4) (628.8) (5.9) (634.7) (1,388.7) operating costs Goodwill - (7.3) (7.3) - (0.6) (0.6) (3.3) Total (852.5) (28.2) (880.7) (628.8) (6.5) (635.3) (1,392.0) operating costs Operating 67.5 (28.2) 39.3 46.0 (6.5) 39.5 95.2 profit - continuing 66.6 (27.7) 38.9 46.0 (6.5) 39.5 95.2 operations - acquisitions 0.9 (0.5) 0.4 - - - - 67.5 (28.2) 39.3 46.0 (6.5) 39.5 95.2 Share of (1.8) - (1.8) - - - - operating loss of associates Loss on - (0.4) (0.4) - - - - sale of business Profit on - - - - 0.2 0.2 0.2 sale of investment Profit on 65.7 (28.6) 37.1 46.0 (6.3) 39.7 95.4 ordinary activities before Interest Net (15.3) - (15.3) (0.4) - (0.4) (5.8) interest payable Profit on 50.4 (28.6) 21.8 45.6 (6.3) 39.3 89.6 ordinary activities before taxation Tax on (12.2) 8.9 (3.3) (11.8) 1.8 (10.0) (22.8) profit on ordinary activities Profit 38.2 (19.7) 18.5 33.8 (4.5) 29.3 66.8 after tax Minority (0.1) - (0.1) (0.1) - (0.1) (0.2) Interest Profit 38.1 (19.7) 18.4 33.7 (4.5) 29.2 66.6 attributable to shareholders Dividends (7.6) - (7.6) (6.6) - (6.6) (21.0) Retained 30.5 (19.7) 10.8 27.1 (4.5) 22.6 45.6 profit Normalised actual normalised actual actual Earnings per share - basic 33.2p 16.0p 29.7p 25.7p 58.3p - diluted 30.1p 14.6p 26.1p 22.6p 51.9p Group Balance Sheet Unaudited Audited 30 June 30 June 31 Dec 2000 1999 1999 £m £m £m Fixed assets Intangible assets 278.8 42.9 242.6 Tangible assets 549.6 366.4 503.8 Investments and interests in 21.7 6.6 15.0 associate undertakings 850.1 415.9 761.4 Current assets Stock 15.6 11.0 14.8 Debtors 230.1 132.6 216.6 Cash at bank and in hand 93.8 71.8 101.0 339.5 215.4 332.4 Creditors: amounts falling due (522.4) (266.7) (394.9) within one year Net current liabilities (182.9) (51.3) (62.5) Total assets less current 667.2 364.6 698.9 liabilities Creditors: amounts falling due after (365.2) (105.0) (408.8) more than one year Provisions for liabilities and (23.9) (16.1) (23.1) charges 278.1 243.5 267.0 Capital and reserves Called up share capital 5.9 5.8 5.8 Share premium account 35.9 35.3 35.7 Capital reserve 17.0 17.0 17.0 Share capital to be issued 0.4 0.5 0.5 Revaluation reserve 17.9 18.2 17.9 Profit and loss account 196.7 162.5 185.9 Equity shareholders' funds 273.8 239.3 262.8 Equity minority interest 4.3 4.2 4.2 278.1 243.5 267.0 Group Statement of Cash Flows Unaudited Audited 6 months 6 months Year to to to 31 Dec 30 June 30 June 1999 2000 1999 £m £m £m Net cash inflow from operating 44.4 45.0 95.1 activities (see note 6) Net interest paid (16.0) (0.3) (3.9) Interest element of finance lease (0.4) - (0.8) rentals Returns on investments and servicing (16.4) (0.3) (4.7) of finance UK corporation tax paid (6.4) (2.1) (13.7) Overseas tax paid (1.2) - (2.2) Taxation paid (7.6) (2.1) (15.9) Payments to acquire tangible fixed (42.0) (38.9) (97.9) assets Receipts from sales of tangible fixed 1.8 1.0 7.5 assets Payments to acquire other investments (8.6) (7.8) (7.5) Receipts from the sale of investments - 0.2 0.1 Purchase of shares to satisfy (1.5) - (7.8) employee share scheme Capital expenditure and financial (50.3) (45.5) (105.6) investment Payments to acquire subsidiary (52.4) (34.4) (264.9) undertakings Net cash/ (overdraft) of acquired 0.1 (0.3) 8.7 subsidiaries Deferred consideration for business - (0.4) (3.4) acquired Acquisitions and disposals (52.3) (35.1) (259.6) Equity dividends paid (14.2) (12.8) (19.4) Cash withdrawn from short term 7.3 14.4 3.9 deposits Management of liquid resources 7.3 14.4 3.9 Issue of ordinary share capital 0.1 0.9 1.3 Repayment of capital element of (3.6) (1.7) (4.9) finance leases Repayment of loan notes (0.2) (0.1) (9.9) Movement on bank deposits and loan - - (0.5) notes Loans advanced 86.4 29.5 373.3 Loans repaid (16.7) (6.6) (45.9) Net cash inflow from financing 66.0 22.0 313.4 (Decrease)/increase in net cash (23.1) (14.4) 7.2 Group Statement of Total Recognised Gains and Losses Unaudited Audited 6 months 6 months Year to to to 31 Dec 30 June 30 June 1999 2000 1999 £m £m £m Profit attributable to members of 18.4 29.2 66.6 the parent company Exchange differences on 6.2 (0.1) 0.4 retranslation of net assets in subsidiary undertakings Exchange difference on hedging loan (6.2) - (0.4) Total recognised gains and losses 18.4 29.1 66.6 Reconciliation of Movement in Group Equity Shareholders' Funds Unaudited Audited 6 months 6 months Year to to to 31 Dec 30 June 30 June 1999 2000 1999 £m £m £m Total recognised gains and losses 18.4 29.1 66.6 Dividends (7.6) (6.6) (21.0) New share capital issued 0.3 5.0 5.4 Shares to be issued (0.1) (0.1) (0.1) Net addition to shareholders' funds 11.0 27.4 50.9 Opening shareholders' funds 262.8 211.9 211.9 Equity shareholders' funds 273.8 239.3 262.8 Segmental Analysis Turnover Operating profit before exceptional items and goodwill Unaudited Audit- Unaudited Audit- ed ed Year Year 6 6 to 6 6 to months months 31 months months 31 to to Dec to to Dec 30 June 30 June 1999 30 June 30 June 1999 2000 1999 2000 1999 Analysis by class of £m £m £m £m £m £m business Buses 99.1 97.8 196.4 25.2 23.5 47.6 - continuing Trains 466.1 457.1 921.8 14.0 13.1 28.0 - continuing Coaches 77.8 75.1 168.2 1.5 1.6 11.0 - continuing - acquisitions 3.0 - - 0.1 - - 80.8 75.1 168.2 1.6 1.6 11.0 Airports 15.0 16.0 33.9 4.0 4.5 12.9 - continuing UK Operations 661.0 646.0 1,320.3 44.8 42.7 99.5 USA - continuing 126.8 16.8 64.6 15.8 3.0 9.5 - acqusitions 8.4 - - 0.8 - - 135.2 16.8 64.6 16.6 3.0 9.5 Australia 115.1 7.3 91.8 6.1 0.3 4.2 - continuing 911.3 670.1 1,476.7 67.5 46.0 113.2 Less exceptional (20.9) (5.9) (14.7) items Less goodwill (7.3) (0.6) (3.3) 39.3 39.5 95.2 Analysis of Exceptional Items: 6 months 6 months Year to to to 31 Dec 30 June 30 June 1999 2000 1999 £m £m £m Buses - reorganisation 1.6 1.2 1.5 Trains - reorganisation 1.0 1.4 5.8 - new trains 0.7 2.6 4.9 1.7 4.0 10.7 Airports - reorganisation - - 0.2 USA - reorganisation 0.5 - 0.2 - abortive 0.2 - - acquisition costs - settlement of 16.5 - - litigation 17.2 - 0.2 Australia - reorganisation 0.4 - - Year 2000 - 0.7 2.1 20.9 5.9 14.7 The exceptional expenditure on new trains is the costs associated with bringing the new trains into service. The exceptional expenditure on settlement of litigation of £16.5m is the settlement of the litigation brought against National Express Group PLC ('the Group') in the USA by Atlantic Express Group Inc., with no admission of liability, and the associated professional fees. Analysis of Goodwill Amortisation: 6 months 6 months Year to to to 31 Dec 30 June 30 June 1999 2000 1999 Coaches - continuing 0.2 - - USA - continuing 5.8 0.6 2.4 - acquisitions 0.5 - - Australia - continuing 0.8 - 0.9 7.3 0.6 3.3 Notes to the Interim Accounts 1 Basis of preparation These unaudited accounts, which do not constitute statutory accounts, have been prepared using accounting policies set out in the Group's 1999 statutory accounts. The 1999 accounts received an unqualified auditors' report and have been delivered to the Registrar of Companies. The Group has adopted two new accounting standards in the year, which are FRS 15, Tangible Fixed Assets and FRS 16, Current Taxation. The only significant impact of these on the Group is in the area of revaluation of fixed assets. FRS 15 requires that each class of tangible fixed assets is either re- valued annually or not at all. The policy that has been adopted is not to re-value in future, although as permitted by the standard, properties that have been re-valued in the past will retain the existing book value. Adoption of these standards has no other material impact on the Group. 2 Turnover The turnover of the Group comprises revenue from road passenger transport, airport operations, train passenger services and related activities. Within the UK trains division and in Australia, franchise agreement receipts from the shadow Strategic Rail Authority, local Passenger Transport Executives within the West Midlands region and Scotland and the Victorian Government are treated as turnover. Franchise agreement payments are treated as an operating cost. During the first half year, franchise agreement receipts amounted to £221.2m (1999 interim: £236.5m; 1999 full year: £468.2m) in the UK and £39.3m (1999 interim: nil; 1999 full year: £27.9m) in Australia. 3 Taxation Taxation on operating profit before exceptional items and goodwill has been calculated using an estimated annual effective rate of 24.2% (1999 interim 25.9%; 1999 full year 25.7%). 4 Earnings per share 6 months 6 months Year to to to 31 Dec 30 June 30 June 1999 2000 1999 (a) Basic earnings per share 16.0p 25.7p 58.3p The calculation of the basic earnings per share is based on earnings of £18.4m (1999 interim: £29.2m, 1999 full year: £66.6m) and on 114,761,359 ordinary shares being the weighted average number of ordinary shares in issue in the period (1999 interim: 113,566,739, 1999 full year: 114,232,918). 6 months 6 months Year to to to 31 Dec 30 June 30 June 1999 2000 1999 (b) Normalised basic earnings per 33.2p 29.7p 69.7p share The calculation of normalised basic earnings per share is based on normalised earnings of £38.1m (1999 interim: £33.7m, 1999 full year: £79.6m) and on 114,761,359 ordinary shares being the weighted average number of ordinary shares in issue in the period (1999 interim: 113,566,739, 1999 full year: 114,232,918). 6 months 6 months Year to to to 31 Dec 30 June 30 June 1999 2000 1999 (c) Diluted basic earnings per 14.6p 22.6p 51.9p share The calculation of diluted earnings per share is based on earnings of £18.4m (1999 interim: £29.2m, 1999 full year: £66.6m) and on the weighted average number of potential dilutive ordinary shares in issue during the period, which was 126,441,704 (1999 interim: 129,022,406, 1999 full year: 128,266,998). 6 months 6 months Year to to to 31 Dec 30 June 30 June 1999 2000 1999 (d) Normalised diluted earnings 30.1p 26.1p 62.1p per share The calculation of normalised diluted earnings per share is based on normalised earnings of £38.1m (1999 interim: £33.7m, 1999 full year: £79.6m) and on the weighted average number of potential dilutive ordinary shares in issue during the period, which was 126,441,704 (1999 interim: 129,022,406, 1999 full year: 128,266,998). The reconciliation of the weighted average number of shares in issue during the period is as follows: Number Number Number Basic weighted number of average 114,761,359 113,566,739 114,232,918 shares Adjustment for effect of share 11,680,345 15,455,667 14,034,080 options issued at 'NIL' consideration Diluted weighted average number 126,441,704 129,022,406 128,266,998 of shares Notes to the Interim Accounts Continued The analysis of normalised profit after tax and minority interest is as follows: 6 months 6 months Year to to to 31 Dec 30 June 30 June 1999 2000 1999 £m £m £m Profit after tax and minority 18.4 29.2 66.6 interest Exceptional costs 14.7 4.0 10.7 Loss on disposal of business 0.3 - - Profit on sale of investment - (0.2) (0.2) Goodwill 4.7 0.7 2.5 38.1 33.7 79.6 The normalised diluted earning per share has been calculated in addition to the basic earnings per share required by FRS 14 since in the opinion of the directors, it reflects the financial performance of the core business more appropriately. 5 Acquisitions On 6 January 2000 the Group acquired the entire share capital of Forsythe & Associates, Inc. Other acquisitions during the period were, Blue Ribbon Bus Company Pty Limited, Stewart International Airport, Inc and two coach division businesses. Forsythe Other Total £m £m £m Consideration: Cash 23.3 29.1 52.4 Other acquisition costs 0.1 - 0.1 Total cost of investment 23.4 29.1 52.5 Net (liabilities) / assets (0.2) 25.1 24.9 acquired Goodwill on acquisition 23.6 4.0 27.6 On 31 May 2000 the Group announced the acquisition of School Services & Leasing Inc. in the USA for £136.7m in cash. The transaction was completed on 31 August 2000. On 18 July 2000 the Group announced a recommended cash and share offer ('the offer') for Prism Rail PLC ('Prism'). The offer is 282.5p cash plus 0.375 new National Express Group PLC ordinary shares for each Prism share. There is also a mix and match election. In addition Prism shareholders are entitled to a special dividend of 40 pence per Prism share, which becomes payable when the offer becomes, or is declared unconditional, in all respects. The offer valued Prism at £165.8m. The first closing date of the offer was 11 August 2000 when the Group received valid acceptances representing 88.4% of the issued share capital of Prism. The offer was extended to 29 August 2000. The offer became unconditional as to acceptances on 18 August 2000 when the Group received valid acceptances representing 90.8% of the issued share capital of Prism. The offer and the mix and match election remain open until further notice. 6 Cashflow Reconciliation The reconciliation of the operating profit to net cashflow from operating activities is as follows: 6 mths to 30 June 2000 Contin- 6 mths Year uing Acquisi- Total to 30 to 31 operat tions June Dec ions 1999 1999 £m £m £m £m £m Operating profit 38.9 0.4 39.3 39.5 95.2 Depreciation of tangible fixed 20.0 0.6 20.6 10.6 26.6 assets Amortisation of goodwill 6.8 0.5 7.3 0.6 3.3 Profit on sale of tangible (0.2) - (0.2) (0.3) (2.4) fixed assets Increase in stocks (0.7) - (0.7) (2.0) (0.8) (Increase)/decrease in debtors (8.0) (4.1) (12.1) 13.6 (31.7) (Decrease)/increase in (9.9) (0.2) (10.1) (17.5) 4.2 creditors Increase in provisions 0.3 - 0.3 0.5 0.7 Net cash inflow / (outflow) 47.2 (2.8) 44.4 45.0 95.1 from operating activities Copies of the interim statement may be obtained from the Company Secretary at 75 Davies Street, London W1K 5HT.

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