Interim Results

Cater Barnard PLC 30 June 2004 Embargoed for release: 7:00 a.m. 30th June 2004 30th June 2004 CATER BARNARD plc ('Cater Barnard' or the 'Company') Interim Statement For the Six Months to 31 March 2004 (the 'Period') Highlights: • Disposal of US financial services business • New Board of Directors appointed in period to take Company forward in the property services sector • 40% investment in Navitas Hemway Limited with option to acquire the balance • Option to acquire 100% of Telco Solutions Limited Enquiries: David Williams, Chairman Anthony McFarland, Director Tel: 0207 422 6585 CATER BARNARD PLC Chairman's Statement I am delighted to be able to make my first interim results announcement on behalf of our Company for the six months ended 31 March 2004. During this period, there was a complete change of the Board of Directors and the strategy of the Group. I was appointed on 22 December 2003 to lead the movement into the property services sector. Aidan Mills Thomas was appointed to the Board on 21 November 2003. Our appointments coincided with the investment by the Company in Navitas Hemway Limited ('Navitas'), a company that provides facilities maintenance services to business customers. In November 2003 the Board of Cater Barnard agreed to acquire a 40 per cent. shareholding in Navitas. The management team of Navitas has extensive experience in providing facilities management and maintenance services across a range of business sectors, including shopping centres, retail chains and commercial property. Navitas, which was formed in 2002, currently holds two major contracts to provide maintenance services to shopping complexes. Both contracts are for three year terms. Navitas traded at a loss for period following acquisition to 31 March 2004, reflecting its investment in establishing the business. On 5 December 2003 the Company disposed of its remaining interest in Cater Barnard (USA) plc (now named Griffin Group plc), a US based financial services business. The disposal was made to enable the Company to concentrate its resources on the development of its UK property maintenance and services businesses. In addition we have fully provided against the remaining investments held by the Company that are outside of our core business of property facilities maintenance services. Following the end of the period the Board was strengthened further by the appointment of Anthony McFarland who joined the Board as an Executive Director with interim responsibility for the Company's finance functions. In addition, in May 2004 the Company was granted an option to acquire 100% of the issued share capital of Telco Solutions Limited. This business provides specialist project management services to the commercial property sector. As a consequence of these initiatives we are well advanced in establishing the Company as a property services business. However, the results for the period ended 31 March 2004 do not reflect the impact of this new strategy and are not representative therefore of the Group in the future. The Board is excited about the opportunities to develop the Group both by organic growth and acquisition and on behalf of the Board I wish to thank the staff and the Company's advisors for their continued support and advice. David Williams Chairman Cater Barnard plc Consolidated Profit And Loss Account Six months ended 31 March 2004 Six months to Six months to 12 months to 31 March 31 March 30 September 2004 2003 2003 (Unaudited) (Unaudited) (Audited) £ £ £ TURNOVER Continuing operations - continuing 5,477 149,918 336,910 - discontinued 246,970 305,171 607,353 GROUP TURNOVER 252,447 455,089 944,263 COST OF SALES (216,601) (69,783) (120,344) GROSS PROFIT 35,846 385,306 823,919 Administrative expenses (394,019) (450,019) (1,012,428) Goodwill impairment write off - - (19,600) GROUP OPERATING LOSS (358,173) (64,713) (208,109) - Continuing operations (314,012) (70,678) (249,683) - Discontinued operations (44,161) 5,965 41,574 Share of loss of associate (35,788) - - Amortisation of goodwill on acquisition of associate (10,910) - - Amounts written off fixed asset investments (247,038) - - (Loss)/profit on disposal of fixed asset investments 32,361 (2,454,367) (6,718,737) Profit on disposal of fixed assets - 8,240 - Profit on disposal of subsidiary 12,555 - - Interest payable and similar charges (895) (15,252) (24,349) Interest receivable and similar income 6,990 94 24,951 LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (600,898) (2,525,998) (6,926,244) TAXATION - - - LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (600,898) (2,525,998) (6,926,244) Equity minority interest - (1,327) 39,128 RETAINED LOSS FOR THE FINANCIAL PERIOD (600,898) (2,527,325) (6,887,116) Earnings per ordinary share (0.07)p (0.32)p (0.87)p Diluted earnings per share (0.07)p (0.32)p (0.87)p Cater Barnard plc Consolidated Balance Sheet At 31 March 2004 31 March 31 March 30 September 2004 2003 2003 (Unaudited) (Unaudited) (Audited) £ £ £ FIXED ASSETS Tangible fixed assets - 13,961 11,183 Investments in associates 342,764 - - Investments 1 6,123,614 261,975 342,765 6,137,575 273,158 CURRENT ASSETS Trade investments - - 365,245 Debtors 588,213 346,558 418,001 Cash at bank and in hand 37,342 34,807 101,175 625,555 381,365 884,421 CREDITORS: Amounts falling due within one year (168,671) (1,666,949) (686,143) NET CURRENT ASSETS/(LIABILITIES) 456,884 (1,285,584) 198,278 TOTAL ASSETS LESS CURRENT LIABILITIES 799,649 4,851,991 471,436 CREDITORS: Amounts falling due after more than one year - - (42,656) Equity minority interest - (141,550) (78,130) NET ASSETS 799,649 4,710,441 350,650 CAPITAL & RESERVES Called up share capital - equity Ordinary shares 0.1p 1,089,548 - 786,239 Ordinary shares 1p - 7,862,386 - Deferred shares 0.1p 7,076,147 - 7,076,147 Share premium account 746,588 - - Other undistributable reserve 156,953 156,953 156,953 Profit and loss account (8,269,587) (3,308,898) (7,668,689) EQUITY SHAREHOLDERS' FUNDS 799,649 4,710,441 350,650 NET ASSETS PER ORDINARY SHARE 0.07p 0.60p 0.05p Cater Barnard plc Consolidated Cash Flow Six months ended 31 March 2004 Six months to Six months to 12 months to 31 March 31 March 30 September 2004 2003 2003 (Unaudited) (Unaudited) (Audited) £ £ £ NET CASH OUTFLOW FROM OPERATING ACTIVITIES (786,963) (619,861) (654,720) RETURNS ON INVESTMENTS & SERVICING OF FINANCE Interest received 6,990 94 24,951 Interest paid (3) (15,252) (24,349) NET CASH OUTFLOW FROM RETURNS 6,987 (15,158) 602 ON INVESTMENTS & SERVICING OF FINANCE TAXATION UK Corporation Tax paid - - - CAPITAL EXPENDITURE & FINANCIAL INVESTMENT Purchase of tangible fixed assets - (1,590) (2,209) Sale of tangible fixed assets - 28,296 31,420 Purchase of investments - (371,239) (1,857,826) Sale of investments 47,297 380,978 3,077,826 NET CASH INFLOW/(OUTFLOW) FROM CAPITAL 47,297 36,445 1,249,211 EXPENDITURE & FINANCIAL INVESTMENT ACQUISITIONS & DISPOSALS Purchase of subsidiary undertakings - - (185,806) Purchase of associate (390,354) - - Part disposal of subsidiary undertaking 172,064 99,995 280,000 Cash disposed of with subsidiary undertaking (116,654) - - NET CASH INFLOW/(OUTFLOW) FROM (334,944) 99,995 94,194 ACQUISITIONS & DISPOSALS EQUITY DIVIDENDS PAID - - - NET CASH (OUTFLOW) BEFORE FINANCING (1,067,623) (498,579) 689,287 FINANCING Proceeds from issue of shares 1,049,897 - - Cost of share issues - (9,903) (9,903) Debt finance raised/(repaid) (42,656) 507,866 (96,859) NET CASH INFLOW/OUTFLOW) FROM FINANCING 1,007,241 497,963 (106,762) (DECREASE)/INCREASE IN CASH (60,382) (616) 582,525 Cater Barnard plc Notes to the Statement of Cash Flows (A) RECONCILIATION OF OPERATING PROFIT TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES Six months to Six months to 12 months to 31 March 31 March 30 September 2004 2003 2003 (Unaudited) (Unaudited) (Audited) £ £ £ Operating loss (358,173) (64,713) (208,109) Depreciation 326 2,593 2,865 Profit on disposal of fixed assets - - (8,240) Goodwill impairment - - 19,600 (Increase)/decrease in debtors (182,487) 18,348 (53,095) (Decrease) in creditors (246,629) (576,089) (407,741) NET CASH OUTFLOW FROM OPERATING ACTIVITIES (786,963) (619,861) (654,720) (B) RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT Six months to Six months to 12 months to 31 March 31 March 30 September 2004 2003 2003 (Unaudited) (Unaudited) (Audited) £ £ £ Increase/(decrease) in cash in period (60,382) (616) 582,525 (Increase)/decrease in debt in the period 42,656 (507,866) 96,859 Movement in net funds in the period (17,726) (508,482) 679,384 Opening net debt 55,068 (826,082) (624,316) Closing net funds/(debt) 37,342 (1,334,564) 55,068 (C) ANALYSIS OF NET CASH AND DEBT At 31.03.04 At 31.03.03 At 30.9.03 £ £ £ Net Cash Cash at bank 37,342 34,807 101,175 Bank overdrafts - (520,224) (3,451) 37,342 (485,417) 97,724 Debt due within one year - (849,147) - Debt due after more than one year - - (42,656) Net funds/(debt) 37,342 (1,334,564) 55,068 Cater Barnard plc Notes to the Interim Statement 1. The interim financial information has been prepared on the basis of the accounting policies set out in the Group's 2003 statutory accounts to 30 September 2003. The interim figures have not been audited. The interim financial statement does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985 (the 'Act'). Comparative financial information for the 12 months ended 30 September 2003 has been extracted from the statutory accounts for the period (subject to note 3 below) which have been delivered to the Registrar of Companies and upon which the auditors gave an unqualified report, with no statement under Section 237(2) or (3) of the Act. 2. The discontinued operations relate to the disposal of the remaining interest in Cater Barnard (USA) plc, the US financial services business. 3. The profit and loss account for the year ended 30 September 2003 has been restated in respect of a prior year adjustment of £51,262 for the full provision of VAT partial exemption reclaims that have arisen. 4. The investment in associate is in respect of the 40% interest held in Navitas Hemway Limited. 5. No taxation charge arises due to the tax losses available. 6. The calculation of earnings per share is based on the profit on ordinary activities after taxation and 899,855,567 (30 September 2003: 786,238,648; 31 March 2003: 786,238,648) ordinary shares of 0.1p each, being the weighted average number of shares in issue during the half year. The calculation of fully diluted earnings per share is based on the loss on ordinary activities after taxation and 899,855,567 (30 September 2003: 786,238,648; 31 March 2003: 786,238,648) ordinary shares of 0.1p each being the weighted average number of shares in issue during the half year, after allowing for dilutive share options and warrants. 7. The Directors have not declared an interim dividend. 8. Since the period end, the Company has issued a further 200,798,417 new ordinary shares of 0.1p each at 0.316p each. 9. The interim statement was approved by the board of Directors on 30th June 2004. Copies are being sent to all shareholders. Copies of this statement will be available to members of the public, free of charge, from the Company's registered office, Hilden Park House, 79 Tonbridge Road, Hildenborough, Kent, TN11 9BH. _______________________________________________________________________ NOMINATED ADVISER PRINCIPAL BANKERS Beaumont Cornish Limited Bank of Scotland Georgian House, 63 Coleman Street 14 Friar Lane London EC2R 5BB Leicester LE1 5RA STOCKBROKER SOLICITORS Seymour Pierce Limited Philip Speer & Co 29-30 Cornhill 51 Cambridge Place London EC3V 3NF Cambridge CB2 1NS AUDITORS REGISTRAR Spokes & Company Capita Registrars plc Hilden Park House The Regisry, 34 Beckenham Road 79 Tonbridge Road Beckenham, Hildenborough TN11 9BH Kent BR3 4TU Cater Barnard plc Registered office: Hilden Park House, 79 Tonbridge Road Hildenborough, Kent, TN11 9BH Telephone 020 7422 6585 Registered No. 03826434 This information is provided by RNS The company news service from the London Stock Exchange

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