Interim Results - 6 Months to 30 September 1999

Creightons PLC 15 February 2000 Creightons PLC Interim results of Creightons for the six months ended 30 September 1999 Chairman's Statement Board and management changes The first half of the year was characterised by significant change in the management of your Company. Peter Somers and Michael Gubbins both resigned from the Board in September 1999. Bill Hamilton joined the Board as Chief Executive in July 1999. On 4 November 1999, William McIlroy joined the Board. William is a director and shareholder of Oratorio developments Limited, the Company's largest shareholder. Mary Carney also joined the Board on the same date as an independent non- executive director. On 23 December 1999, Barry Dale resigned as chairman of the Board and left the Company and I took over as non-executive chairman on that date. Trading review Until the appointment of Bill Hamilton, the Company had continued to suffer from high overhead costs and deteriorating sales level and margins. Following his arrival, Bill carried out a thorough review of the business and recommended immediate cost reduction measures which were implemented from August 1999 onwards, which involved reducing the costs of administrative staff and site costs. Bill's executive management was strengthened in September and October 1999 with the appointment of Roger Roberts and Martin Stevens with responsibility for sales and technical departments respectively. The new management team's task has been to rebuild the customer base, improve margins and reduce overhead costs. Much has been achieved to date, although reorganisation costs have had to be borne at the expense of cash flow. The decline in sales levels and margins has, we believe, been stemmed, but much work still needs to be done in this area. Sales margins have, we believe, been stabilised. Most important, the losses in the previous financial year have been significantly reduced in the first half and this trend is continuing in the second half of the financial year. Results The results for the 6 months to 30 September 1999 show an improvement on the corresponding period last year but remain unsatisfactory. Turnover in the 6 months was £2.646 million (1998: £2.867 million), and the loss on ordinary activities before taxation was £874,000 (1998:loss £1,369,000). The loss per share was 4.4p (1998: loss 6.9p). Net assets were £1.311 million (1998: £2.754 million). Net indebtedness at 30 September 1999 was £1,926,000. Fund raising As explained in the commentary above, progress is being made in stemming losses and restoring profits. The turnaround has, however, involved a substantial cash cost and the Company urgently needs additional funds to provide it with sufficient working capital for its needs. On 1 February 2000 we announced that we were in discussions with our major shareholders to raise additional capital for the Company. Details of an open offer are set out in the prospectus of the Company dated 15 February 2000. Future strategy The past two years have been spent endeavouring to return the core manufacturing operation to profit and grow it by acquisition. For various reasons, this strategy has not been successful. With the business now established, and, following the proposed fund raising, with sufficient working capital to allow it to expand over the next few months, it is intended to seek to dispose of the manufacturing business and turn the Company into a cash shell. Suitable acquisition opportunities will then be reviewed in sectors of the market more favoured by investors. Roger Lane-Smith Non-executive Chairman 15 February 2000 Consolidated Profit and Loss Account for the six months ended 30 September 1999 6 months to 6 months to Year 30 September 30 September 1999 1998 1999 £'000 £'000 £'000 Turnover 2,646 2,867 5,589 Cost of sales (1,962) (2,562) (4,737) Exceptional cost of sales - - (235) Gross profit 684 305 617 Operating expenses (1,049) (1,231) (2,185) Exceptional operating (447) (421) (355) expenses Operating loss (812) (1,347) (1,923) Net interest payable (62) (22) (56) Loss on ordinary activities (874) (1,369) (1,979) before taxation Taxation - - 41 Loss on ordinary activities after taxation and loss sustained for the period (874) (1,369) (1,938) Earnings/(loss) per share (4.4)p (6.9)p (9.8)p Earnings/(loss) per share (2.1)p (4.8)p (6.8)p before exceptional items Earnings/(loss) per share (2.3)p (2.1)p (3.0)p on exceptional items Fully diluted (4.4)p (6.9)p (8.9)p earnings/(loss) per share See note 3 concerning the calculation of diluted earnings per share. Consolidated Balance Sheet as at 30 September 1999 30 September 30 September 31 March 1999 1998 1999 £'000 £'000 £'000 Fixed Assets Tangible assets 3,368 3,642 3,522 Current Assets Stocks 898 1,370 1,046 Debtors 877 942 913 1,775 2,312 1,959 Creditors Amounts falling due within (3,340) (2,588) (2,746) one year Net current liabilities (1,565) (276) (787) Total assets less current 1,803 3,366 2,735 liabilities Creditors Amounts falling due after (492) (612) (550) more than one year Net Assets 1,311 2,754 2,185 Capital and Reserves Called up share capital 3,975 3,975 3,975 Share premium account 196 196 196 Other reserves 38 38 38 Profit and loss account (2,898) (1,455) (2,024) Equity Shareholders' Funds 1,311 2,754 2,185 Notes to the Interim Report 1. The interim report has been prepared using the same accounting policies as were used for the annual report and financial statements for the year ended 31 March 1999. The 1998 profit and loss account corresponding figures have been restated to show a more appropriate allocation of costs between cost of sales and operating expenses. There has been no impact on operating loss. The interim financial statements do not constitute statutory accounts as they are unaudited. They have, however, been reviewed by the auditors, whose report is included. Full year figures for the year ended 31 March 1999 have been extracted from the annual report and financial statements for that year which received an unqualified audit opinion and have been filed with the Registrar of Companies. 2. The interim financial information has been prepared on a going concern basis. The Directors have prepared projected cash flow information for a period of more than two years from the date of this interim report which assumes that the current open offer to raise £1.3 million net of cash expenses is successfully completed and that the current banking facilities are renewed at the next review date of 30 June 2000. Pending receipt of the funds from the open offer, the Company has agreed with a major shareholder, Oratorio Developments Limited ('Oratorio') that Oratorio will provide an unsecured bridging loan to enable the Company to meet its immediate commitments. On the basis of these assumptions the Directors consider that the Company and the Group will continue to operate within the facilities currently agreed with its bankers which are repayable on demand. However, inherently, there can be no certainty in relation to these matters. The interim financial information does not include any adjustments that would result from a failure to raise funds from the open offer or from a withdrawal of the bridging loan from Oratorio or the overdraft and other facilities by the Company's bankers. 3. Earnings/(loss) per share for the six months ended 30 September 1999 has been calculated on 19,876,523 shares, being the average number of shares in issue during the period. The earnings/(loss) per share for the year ended 31 March 1999 and the six months ended 30 September 1998 have been calculated on 19,876,523 shares, being the average number of shares in issue during both these periods. Fully diluted earnings/(loss) per share is calculated by adding share options where the price payable is below the market price. Share options are not taken into account where it is considered unlikely that the individuals concerned would exercise those options, for example where the exercise price is significantly higher than the market price. Since all the existing share options have exercise prices that are significantly higher than the market prices during the period, it has been assumed that none would be exercised. Consequently, the fully diluted earnings/(loss) and costs per share are the same as those calculated on an undiluted basis. 4. No taxation charge has been included in view of the loss sustained and the significant accumulated losses available from previous periods. 5. The interim report is being sent to shareholders. Further copies can be obtained from the Company's registered office, Unit 1, Water Lane Industrial Estate, Storrington, Pulborough, West Sussex, RH20 3DP. Review Report by the Auditors We have reviewed the interim financial information for the six months ended 30 September 1999 set out on pages 2 to 4 which is the responsibility of, and has been approved by, the Directors. Our responsibility is to report on the results of our review. Our review was carried out having regard to the bulletin 'Review of Interim Financial Information', issued by the Auditing Practices Board. The review consisted principally of applying analytical procedures to the underlying financial data, assessing whether accounting policies have been consistently applied and making enquiries of management responsible for financial and accounting policies. Going concern In forming our opinion, we have considered the adequacy of the disclosures made in note 2 concerning the uncertainty as the adequacy of the Company's bank overdraft facility and the requirement to raise funds from the Open Offer and from a bridging loan from a Shareholder. In view of the significance of this uncertainty, we consider that it should be drawn to your attention, but our opinion is not qualified in this respect. On the basis of our review: In our opinion, the interim financial information has been prepared using the accounting policies consistent with those adopted by Creightons plc in its financial statements for the year ended 31 March 1999; and We are not aware of any material modifications that should be made to the interim financial information as presented. KPMG Audit Plc Chartered Accountants Crawley 15 February 2000

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Creightons (CRL)
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