Final Results

Cater Barnard PLC 05 February 2004 FOR IMMEDIATE RELEASE 5 February 2004 Cater Barnard plc ('Cater Barnard' or the 'Company') PRELIMINARY RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2003 CHAIRMAN'S STATEMENT Dear Shareholder, I am pleased to report an improvement in the operating performance of the Company during the year under review. The Company also acquired a 40% shareholding in Navitas Hemway Limited ('Navitas'), a property support services company. The Company also holds an option to acquire the balance of 60% of Navitas anytime up to 7 October 2004. We believe that the highly fragmented nature of this industry sector will give rise to various acquisition opportunities. The Company is actively pursuing these, albeit at early stages of development. In order to pursue these opportunities the Company has appointed Mr. David Williams as Executive Director. Mr. Williams has extensive experience in the property support services sector having served on the board of numerous facilities management companies. Mr. Aidan Mills-Thomas was appointed Non-Executive Director to replace Adrian Stecyk who retired during the year. Since the year end the Company has completed the policy of divestment of its non-core investments and the only significant shareholding remaining as at 30 September 2003 is the shareholding in Dialog Group, Inc. ('Dialog'). The Board has entered into an option agreement to sell this investment for a minimum of US$ 2,547,632 to Sterling Financial Securities Limited. Provided the option is exercised, this will produce a substantial improvement to the current written down value of Dialog of £261,974. In the year ended 30 September 2003, turnover increased 20.5% to £944,263 (2002: £783,494). Administrative costs reduced significantly to £961,166 (2002 £1,506,793). Loss before tax and loss per share amounted to £6,874,982 (2002: loss £13,287,515) and (0.87)p (2002: (2.45)p) respectively. Shareholders funds reduced to £401,912 (2002: £7,247,669). This loss is primarily due to the £6,718,736 write down of the value of the investment in Dialog, and is required to reflect its current stock market valuation. At the year -end the Group had net cash of £97,724. Since the year-end, Global Investments Limited has subscribed for £316,000 of new Cater Barnard Ordinary Shares ('Ordinary Shares') at the then mid-market price of 0.316p per Ordinary Share and entered into a convertible loan agreement under which the Company can require it to subscribe for a further £171,323 of new Ordinary Shares at the same price. In addition, the initial investment in Navitas was made wholly by the issue of 52,533,333 new Ordinary Shares at 0.5p per Ordinary Share, improving the net asset value of the Company to £1,151,901 on a pro forma basis as at 30 September 2003. The future strategy of the Company will be to become a leading provider of services to the property support services sector both through acquisition and organic growth I would like to take this opportunity to thank staff and advisers for their continued support and look forward to the future with confidence. Stephen Dean Chairman CONSOLIDATED PROFIT AND LOSS ACCOUNT Year ended 30 September 2003 Goodwill & Investments Trading 2003 2002 £ £ £ £ TURNOVER - Continuing - 944,263 944,263 783,494 COST OF SALES - (120,344) (120,344) (96,735) _________ _______ ________ _________ GROSS PROFIT - 823,919 823,919 686,759 Administrative expenses - (961,166) (961,166) (1,506,793) Goodwill impairment write off (19,600) - (19,600) (1,056,848) _________ _________ _________ _________ OPERATING LOSS (19,600) (137,247) (156,847) (1,876,882) Continuing (156,847) (1,876,882) Losses on fixed asset investments (6,718,737) - (6,718,737) (11,362,440) Interest receivable and similar income - 24,951 24,951 85,362 Interest payable and similar charges - (24,349) (24,349) (133,555) ___________ ________ __________ _________ LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (6,738,337) (136,645) (6,874,982) (13,287,515) __________ ________ Tax on loss on ordinary activities - 305,825 ___________ _________ LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (6,874,982) (12,981,690) Minority interest 39,128 209,869 ___________ _________ Retained LOSS for the financial YEAR (6,835,854) (12,771,821) ___________ ________ Loss per Ordinary Share (Note 1) (0.87)p (2.45p) _____ ____ Diluted loss per Ordinary Share (Note 1) (0.87)p (2.45p) _____ ____ All activities derive from continuing operations. CONSOLIDATED BALANCE SHEET As at 30 September 2003 2003 2002 £ £ FIXED ASSETS Tangible assets 11,183 35,020 Investments 261,975 8,629,307 _________ _________ 273,158 8,664,327 _________ _________ CURRENT ASSETS Trade investments 365,245 - Debtors 419,634 364,906 Cash at bank and in hand 101,175 18,678 _________ _________ 886,054 383,584 CREDITORS: amounts falling due (636,514) (1,578,912) within one year _________ _________ NET CURRENTASSETS/( LIABILITIES) 249,540 (1,195,328) _________ _________ TOTAL ASSETS LESS CURRENT LIABILITIES 522,698 7,468,999 CREDITORS: amounts falling due after more than (42,656) (139,515) one year Equity minority interest (78,130) (81,815) ________ _________ NET ASSETS 401,912 7,247,669 ________ _________ CAPITAL AND RESERVES Called up share capital 7,862,386 7,862,386 Share premium account - 13,103,185 Other reserve 156,953 - Profit and loss account (7,617,427) (13,717,902) _________ _________ EQUITY SHAREHOLDERS' FUNDS 401,912 7,247,669 _________ _________ Net assets per Ordinary Share 0.051p 0.92p ______ ______ CONSOLIDATED CASH FLOW STATEMENT Year ended 30 September 2003 2003 2002 Note £ £ Net cash outflow from operating 3 (654,720) (1,030,326) activities Returns on investments and servicing of finance Interest received 24,951 85,362 Interest paid (24,349) (133,555) ________ ________ Net cash inflow/(outflow) from 602 (48,193) returns on Investments and servicing of finance ________ ________ Taxation Paid - - ________ ________ Capital expenditure and financial Investment Payments to acquire tangible fixed (2,209) (33,287) assets Receipts from sales of tangible 31,420 34,678 fixed assets Payments to acquire investments (1,857,826) (3,296,817) Receipts from sales of investments 3,077,826 1,831,753 _________ __________ Net cash inflow/(outflow) from investing 1,249,211 (1,463,673) activities _________ __________ Acquisitions and disposals Purchase of subsidiary undertakings (185,806) - Proceed of part disposal of 280,000 - subsidiary _________ _________ Net cash outflow from acquisitions 94,194 - and Disposals _________ _________ Net cash inflow/(outflow) before 689,287 (2,542,192) financing _________ _________ Financing Issue of ordinary share capital - 6,198,929 Debt finance (repaid) (96,859) (4,060,485) Expenses on issuing equity share / conversion of (9,903) (243,651) share premium _________ _________ Net cash (outflow)/inflow from (106,762) 1,894,793 financing _________ _________ Increase/(decrease) in cash in the 582,525 (647,399) year _________ _________ PRO FORMA BALANCE SHEET As at 30 September 2003 Original Debt Loan to Navitas Pro Forma converted be investment converted (note i) (note ii) (note iii) £ £ £ £ £ FIXED ASSETS Tangible assets 11,183 11,183 Investments 261,975 262,666 524,641 _________ _________ 273,158 535,824 _________ _________ CURRENT ASSETS Trade investments 365,245 365,245 Debtors 419,634 419,634 Cash at bank and in hand 101,175 101,175 _________ _________ 886,054 886,054 CREDITORS: amounts falling due (636,514) 316,000 171,323 (149,191) within one year _________ _________ NET CURRENTASSETS 249,540 736,863 _________ _________ TOTAL ASSETS LESS CURRENT LIABILITIES 522,698 1,272,687 CREDITORS: amounts (42,656) (42,656) falling due after more than one year Equity minority interest (78,130) (78,130) ________ ________ ________ ________ ________ NET ASSETS 401,912 316,000 171,323 262,666 1,151,901 ________ ________ ________ ________ ________ CAPITAL AND RESERVES Called up share capital 7,862,386 100,000 54,216 52,533 8,069,135 Share premium account - 216,000 117,107 210,133 543,240 Other reserve 156,953 156,953 Profit and loss account (7,617,427) (7,617,427) _________ _________ _________ _________ _________ EQUITY SHAREHOLDERS' FUNDS 401,912 316,000 171,323 262,666 1,151,901 _________ _________ _________ _________ _________ Notes i) Subscription by Global Investments Limited ('Global') for £316,000 of new Ordinary Shares at 0.316p each ii) Undertaking by Global to subscribe for £171,323 of new Ordinary Shares at 0.316p each iii) Initial payment for 40% investment in Navitas satisfied by the issue of 52,533,333 new Ordinary Shares at 0.5p each NOTES 1 Loss Per Ordinary Share Basic loss per Ordinary Share is calculated by dividing the losses attributable to ordinary shareholders by the weighted average number of Ordinary Shares during the period. Diluted loss per Ordinary Share is calculated by adjusting the weighted average number of Ordinary Shares in issue on the assumption of exercise of all options or warrants to subscribe for new Ordinary Shares, where the exercise price is less than the average price of the Company's Ordinary Shares during the period. 2003 2002 £ £ Loss attributable to ordinary shareholders (6,835,854) (12,771,821) ________ _______ Weighted average number of Ordinary Shares ('000) 786,238 521,214 Dilutive share options and warrants ('000) - - ________ _______ Adjusted weighted average number of Ordinary Shares ('000) 786,238 521,214 ________ _______ Basic and fully diluted loss per Ordinary Share (0.87)p (2.45)p _______ _______ 2 Post Balance Sheet Events On 7 October 2003 the Company granted an option to Sterling Securities International Limited to purchase the Company's remaining investment in Dialog an American information services business, quoted on the Nasdaq OTCBB. The option expires on 30 September 2005, and is exercisable at a price of 171/2 cents per Dialog ordinary share during the first year and 20 cents per Dialog ordinary share during the second year, plus 10% of any net gain made by Sterling Securities International Limited on a short term resale of any Dialog ordinary shares so acquired. The company has agreed to lend up to £300,000 from its cash resources to Navitas, a Crewe-based company providing facilities maintenance services to businesses. A sum of £300,000 has since been advanced under the facility to Navitas. Sums advanced carry interest at 7.8% and are repayable on 7 October 2004. Cater Barnard has also been granted an option over the entire issued share capital of Navitas, exercisable at any time up to 7 October 2004. On 28 November, Cater Barnard plc exercised its option over 40% of the share capital of Navitas. The price for the 40% interest in Navitas is £788,000 subject to Navitas achieving profits before tax of £560,000 in any 12 month period up to 30 June 2005. The consideration reduces proportionately for any shortfall in profits. The consideration is wholly payable by the issue of new ordinary shares in Cater Barnard at 0.5p per share. David Williams and Aidan Mills-Thomas are related parties in respect of Navitas. The exercise of the balance of this option would be subject to approval by the Company's shareholders. On 24 November 2003 Global Investments Limited converted £316,000 of its debt into new Cater Barnard Ordinary Shares at a price of 0.316p. The company also entered into an agreement under which the balance of this debt can be converted into new Cater Barnard Ordinary Shares. On 5 December 2003, the Company completed the sale of its entire holding in Cater Barnard (USA) plc, and therefore this business ceased to be a subsidiary. 3 Net cash outflow from operating activities 2003 2002 £ £ Operating loss (156,847) (1,876,882) Depreciation charge 2,865 18,201 Amortisation - 105,748 Goodwill impairment 19,600 1,056,848 Profit on disposal of fixed assets (8,240) - (Increase)/decrease in debtors (54,728) 779,518 Decrease in creditors (457,370) (1,113,759) _______ ________ Net cash outflow from operating activities (654,720) (1,030,326) _______ ________ 4 The financial information set out in this document does not constitute statutory group accounts. 5 The above financial information for the year ended 30 September 2003 and 2002 has been extracted from the statutory accounts for those years on which the auditors gave an unqualified opinion. Statutory accounts for the year ended 30 September 2002 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 30 September 2003 will shortly be posted to shareholders and, after being laid before the Annual General Meeting, will be delivered to the Registrar of Companies. 6 The preliminary announcement was approved by the Board of Directors on 30 January 2004. 7 The Board of Directors does not propose to pay a dividend. Copies of the Report and Accounts will be available to the public, free of charge, from the registered office of Cater Barnard plc, Hilden Park House, 79 Tonbridge Road, Hildenborough, Kent, TN11 9BH during normal office hours, with the exception of Saturdays, Sundays and bank holidays, for one month from today. Enquiries: Cater Barnard plc 020 7422 6555 Stephen Dean, Chairman 0034 605 282211 David Williams, Director 020 7422 6555 Beaumont Cornish Limited Roland Cornish 020 7628 3396 This information is provided by RNS The company news service from the London Stock Exchange

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