Final Results

Avingtrans PLC 28 September 2001 Avingtrans Plc Chairman's Statement for the year ended 31 May 2001 I am pleased to announce the consolidated results of Avingtrans plc (formerly known as Frank Usher Holdings plc) for the 12 months to 31 May 2001. As you are aware from previous announcements we sold all the Group's trading activities on 1 December 2000 for a net cash sum of approximately £4,500,000 with a further £503,000 due from Frank Usher Ltd. The subsequent receivership of Frank Usher Ltd continues and while as yet unquantified, it would appear that the liquidator will be in a position to pay a dividend to the ordinary creditors at some point in the future, although all amounts receivable from Frank Usher Limited have been provided for in the accounts. Results The results reported cover the original Group's trading to 1 December 2000, together with the skeleton operations that have continued since. Losses on ordinary activities before tax were £1,781,000 (2000: £352,000 profit). Earnings per share were a negative 28.2p (2000: 4.4p). The costs of the continuing business have been covered by the interest receivable in the period post disposal. Dividend The board are not proposing to pay a dividend. Review of the year At the time of the Disposal, I announced that your Board, in conjunction with its advisers Bridgewell Corporate Finance Limited, would be seeking opportunities for an acquisition by the Group and suggested that we would be primarily looking in the Telecoms, Media and Technology sectors. Since that time, there has been a sea change in sentiment within the markets as regards these sectors, and we have been sensitive to that. As a result, we have altered the focus of our search to concentrate on more mature sectors and we continue to seek an acquisition that offers an opportunity for long term growth in shareholder value. In this time of continuing market volatility, we are aware that the relative value of cash is increasing and we feel that recent events in the markets have vindicated our decision not to rush into an acquisition and risk eroding shareholder value. We have looked at a number of companies in detail but will not acquire a business until we are satisfied that it offers a desired combination of a successful history, solid growth prospects and a reasonable mitigation of risk. The future Given the current levels of uncertainty, your board retains an open mind as to its strategic options, but we continue to review opportunities and are confident of being able to make further announcements in the near future. J J Hamer 28 September 2001 Consolidated profit and loss account for the year ended 31 May 2001 Total Total Note 2001 2000 £'000 £'000 Turnover Continuing operations - - Discontinued operations 8,124 18,238 8,124 18,238 Cost of sales Continuing operations - - Discontinued operations (5,496) (11,848) (5,496) (11,848) Gross profit Continuing operations - - Discontinued operations 2,628 6,390 2,628 6,390 Net operating expenses Continuing operations (134) (109) Discontinued operations (2,971) (5,859) (3,105) (5,968) Operating profit/(loss) (477) 422 Loss on sale of subsidiary undertakings 2 (1,379) - Profit/(loss) on ordinary activities before interest (1,856) 422 Interest receivable 132 13 Interest payable (57) (83) Profit/(loss) on ordinary activities before taxation (1,781) 352 Tax on profit on ordinary activities - (74) Profit/(loss) for the financial year (1,781) 278 Dividends - (190) Retained profit/(loss) transferred to reserves (1,781) 88 Earnings/(loss) per ordinary share - basic 1 (28.2p) 4.4p Earnings/(loss) per ordinary share - diluted (28.2p) 4.4p Consolidated balance sheet as at 31 May 2001 Note 2001 2001 2000 2000 £'000 £'000 £'000 £'000 Fixed Assets Tangible assets - 3,848 Current assets Stocks - 2,262 Debtors 1 2,570 Cash at bank and in hand 4,457 435 4,458 5,267 Creditors (amounts falling due within one year) (108) (2,939) Net current assets/(liabilities) 4,350 2,328 Total assets less current liabilities 4,350 6,176 Deferred taxation - (45) Net assets 4,350 6,131 Capital and reserves Called up share capital 316 316 Share premium account 3,247 3,247 Capital redemption reserve 813 813 Other reserves 180 180 Profit and loss account (206) 1,575 Total shareholders' funds 4 4,350 6,131 Avingtrans Plc Consolidated cash flow statement for the year ended 31 May 2001 Note 2001 2000 £'000 £'000 Net cash inflow from operating activities 3 37 1,240 Returns on investments and servicing of finance Interest received 132 13 Interest paid (57) (83) 75 (70) Taxation UK corporation tax paid (10) (355) Capital expenditure Purchase of tangible fixed assets (113) (338) Disposal of tangible fixed assets - 8 Disposals Net proceeds from sales of operating subsidiaries 299 Net overdraft balance of subsidiaries sold 4,377 - Equity dividends paid (63) (379) Increase in cash 4,602 106 Notes for the year ended 31 May 2001 1. Basic earnings per share and diluted earnings per share are based on a loss of £1,781,000 (2000 earnings £278,000) and 6,322,531 (2000: 6,322,531) being the weighted average number of shares in issue during the period. 2. Loss on disposal: On 1 December 2000, the company disposed of its operating subsidiaries, Frank Usher Limited. Frank Usher (Canada) Limited and GMB Contracts Limited. The purchase consideration was structured to allow for an aggregate sum of £6,900,000 comprising a dividend of £2,933,000, the repayment of a property loan of £3,127,000 and a payment for the shares of Frank Usher Limited of £840,000. The repayment of the property loan was subject to a retention of £100,000. In addition it was agreed between Avingtrans Plc and Frank Usher Limited that the sum of approximately £1,750,000 owed by Avingtrans Plc to Frank Usher Limited would be set off against the repayment of property loan mentioned above. Therefore a net £1,377,000 was due to Avingtrans Plc in respect of the property loan. When Frank Usher Limited went into receivership, £403,000 of the net amount due in respect of the repayment of the property loan was still outstanding. This amount together with the £100,000 retention referred to above meant that £503,000 was owed by Frank Usher Limited to Avingtrans Plc. This amount has been written off in the accounts. The loss on disposal is analysed below: £'000 Payment for shares 840 Transaction costs (541) 299 Net assets disposed of (1,220) Write off of deferred tax provision 45 Write off of amounts receivable from Frank Usher Limited (503) Loss on disposal (1,379) 3. Net cash inflow from operating activities 2001 2000 £ £ '000 '000 Operating profit/(loss) (477) 422 Depreciation charges 131 263 Loss on disposal of tangible fixed assets - 5 Effect of foreign exchange rate changes - 26 (Increase)/decrease in stocks (228) 156 (Increase)/decrease in debtors 52 314 Increase in creditors 559 54 Net cash inflow 37 1,240 4. Reconciliation of movements in shareholders' funds £'000 Loss for the year (1,781) Shareholders' funds at 1 June 2000 6,131 Shareholders' funds at 31 May 2001 4,350

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Avingtrans (AVG)
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