Final Results

Netcentric Systems PLC 26 March 2003 NETCENTRIC SYSTEMS PLC 26 MARCH 2003 - EMBARGOED FOR 7AM NETCENTRIC SYSTEMS PLC ('Netcentric' or the 'Company') PRELIMINARY RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2002 CHAIRMAN'S STATEMENT The Company recorded a group loss after tax of £278,000. Review In October 2001, at the beginning of the year, the whole of the Board of Directors of the Company Netcentric Systems plc (Netcentric) resigned except for Gerard Thompson. John May, FCA, was appointed as Finance Director and I was appointed Chairman. We introduced a 'rescue package' for the Company, which involved a successful Company Voluntary Arrangement (CVA) for the operating subsidiary, and the re-negotiation and challenging of the Group's debts in order to create a company with sufficient cash to attract a new business for a ' reverse' takeover. Prior to those Board appointments, the Company had licensed for three years the continued development and sale in Europe of the Lychee(R) product to a company managed by Netcentric's former sales manager in return for a commission payment on all sales within the defined territory. It should be borne in mind that the exploitation of this product is not expected to produce significant income for the Company and the arrangement has not featured in our plans for of the future of the Company. The Board has concentrated its efforts on the 'clean-up' process and finding a new business to inject into the Company. As mentioned above, the new Board has taken steps to conserve the remaining cash in the Company and to collect cash owing to the company from debtors and the Inland Revenue, and instituted a CVA for the principal operating subsidiary, Netcentric Systems (Europe) Limited. Since the Company was unable to issue its own shares, at less than par value, to creditors in the CVA in lieu of debt, the creditors of Netcentric Systems (Europe) Limited were offered 10 pence in the pound in cash and 90 pence in the pound in London & Boston Investments plc shares, a major shareholder in Netcentric Systems plc and a Company of which I am also Chairman. The CVA was approved by creditors on 26 November 2001 and became effective as of that date. L&Bi has accepted Netcentric shares in repayment of the debt created in this way with the result that it now has 48.94% of Netcentric. A Rule 9 waiver was approved by shareholders on 22 July 2002 in respect to this transaction. Also in November 2001, Pricewaterhouse Coopers resigned their position as the Company's auditors and new auditors, Milsted Langdon, were invited and accepted the position. We have shareholders' approval, to reconstruct the Company's share capital and this process was confirmed by the Isle of Man Courts. We are pushing forward with our plans to find a suitable business to reverse into the Company so that new value may be created for our shareholders and so that the full value of the Company's AIM listing can be utilised. We are in discussions with a number of parties with a view to the reverse of a new business into the Company. During the year we were joined by two experienced Non Executive Directors - Paul Hughes ACIB and Emanuel Mond. The first stage of our resurrection of the Company's fortunes is complete and I hope that we will be able to make an announcement about a suitable acquisition in due course. On a personal note; I am particularly grateful to both John May and Gerry Thompson for their dedication to the task we set ourselves and for their lateral and creative thinking in bringing the Company back to viability. S A Komlosy Chairman, 25 March 2003 GROUP PROFIT AND LOSS ACCOUNT for the year ended 30 September 2002 2002 2001 £'000 £'000 £'000 £'000 TURNOVER Continuing operations 11 435 Discontinued operations 22 557 ------- ------- TOTAL TURNOVER 33 992 Cost of sales - (411) ------- ------- GROSS PROFIT 33 581 Net operating expenses (945) (5,279) OPERATING LOSS Continuing operations (558) (4,889) Discontinued operations (354) 191 ------ ------- (912) (4,698) Exceptional operating costs - (238) ------- ------- TOTAL OPERATING LOSS (912) (4,936) Loss on disposal of subsidiary - (109) Release of provision for future losses and fixed asset writedowns 341 4,587 ------- ------- LOSS ON ORDINARY ACTIVITIES BEFORE INTEREST (571) (458) Interest income 27 76 Interest payable and similar charges (10) (272) ------- ------- LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (554) (654) Taxation 276 6 ------- ------- LOSS FOR THE YEAR (278) (648) ------- ------- LOSS PER SHARE - BASIC 0.44p 0.25p ------- ------- - DILUTED 0.44p 0.25p ------- ------- STATEMENT OF GROUP TOTAL RECOGNISED GAINS AND LOSSES for the year ended 30 September 2002 Notes 2002 2001 £'000 £'000 Loss for the financial year (278) (648) Prior year adjustments 32 - (8,190) ------- -------- Total gains and losses recognised in the accounts since the last annual report (278) (8,838) ------- -------- NOTE OF GROUP HISTORICAL COST PROFIT AND LOSSES for the year ended 30 September 2002 2002 2001 £'000 £'000 Loss on ordinary activities before taxation (554) (654) Realisation of property revaluation gains of previous years 75 14 --------- --------- Historical cost loss on ordinary activities before taxation (479) (640) --------- --------- Historical cost loss on ordinary activities after taxation (203) (634) --------- --------- BALANCE SHEET at 30 September 2002 GROUP COMPANY 2002 2001 2002 2001 £'000 £'000 £'000 £'000 FIXED ASSETS Intangible assets - - - - Tangible assets - 1,760 - 1,760 Investments 158 - 511 1,339 -------- -------- -------- -------- 158 1,760 511 3,099 CURRENT ASSETS Debtors 631 494 623 412 Cash at bank 46 747 36 352 -------- -------- -------- -------- 677 1,241 659 764 CREDITORS: amounts falling due within one year (207) (2,248) (552) (3,508) -------- -------- -------- -------- NET CURRENT ASSETS/(LIABILITIES) 470 (1,007) 107 (2,744) -------- -------- -------- -------- TOTAL ASSETS LESS CURRENT LIABILITIES 628 753 618 355 PROVISIONS - (341) - - -------- -------- -------- -------- NET ASSETS 628 412 618 355 -------- -------- -------- -------- Represented by: CAPITAL AND RESERVES Called up share capital 13,181 12,737 13,181 12,737 Reserves (12,553) (12,325) (12,563) (12,382) -------- -------- -------- -------- SHAREHOLDERS' FUNDS 628 412 618 355 -------- -------- -------- -------- GROUP CASH FLOW STATEMENT for the year ended 30 September 2002 2002 2001 £'000 £'000 OPERATING ACTIVITIES Net cash outflow from continuing operating activities (685) (4,236) Net cash (outflow)/inflow from discontinued operating activities (353) 191 --------- --------- NET CASH OUTFLOW FROM OPERATING ACTIVITIES (1,038) (4,045) RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest received 27 76 Interest paid (10) (272) --------- --------- 17 (196) TAXATION Isle of Man taxation paid - (4) CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT Purchase of tangible fixed assets - (312) Sale of tangible fixed assets 1,759 2,766 Sale of investments - 180 --------- --------- 1,759 2,634 --------- --------- ACQUISITIONS AND DISPOSALS Sale of subsidiaries - 43 Loan/(cash) transferred on sale - 2,122 --------- --------- - 2,165 --------- --------- NET CASH INFLOW BEFORE FINANCING 738 554 FINANCING Decrease in debt (1,350) (3,023) --------- --------- (1,350) (3,023) --------- --------- DECREASE IN CASH IN THE YEAR (612) (2,469) --------- --------- NOTES TO THE FINANCIAL STATEMENTS - 30 SEPTEMBER 2002 1. SEGMENTAL ANALYSIS BY CLASS OF BUSINESS Turnover Loss before taxation Operating net assets 2002 2001 2002 2001 2002 2001 £'000 £'000 £'000 £'000 £'000 £'000 Investment properties 28 802 (162) (431) 323 1,825 IT solutions 5 190 (29) - 257 (705) Common costs - - (363) (223) - - ------ ----- ------ ------- ------ ------- 33 992 (554) (654) 580 1,120 ------ ----- ------ ------- Cash at bank 46 731 Borrowings - (1,439) ------ ------- Net assets 626 412 ------ ------- 2. SEGMENTAL ANALYSIS BY GEOGRAPHICAL AREA The whole of the Group's turnover and loss before taxation arise within the Isle of Man and United Kingdom. Similarly, all net assets are in the Isle of Man and United Kingdom with the exception of the outstanding loan to Harrell Hospitality Group inc. of £103,000 which is a company based in the United States of America. 3. EXCEPTIONAL ITEMS 2002 2001 £'000 £'000 - (109) Loss on sale of Manx Crawley Limited Release of provision for future losses and fixed asset writedowns 341 4,587 ------- ------- Provisions for future losses had been made in accordance with the requirements of break-up basis accounting regarding Netcentric Systems (Europe) Limited. No further losses are anticipated. 4. LOSS PER ORDINARY SHARE The calculation of loss per ordinary share is based upon a loss after taxation of £278,000 (2001: £648,000) and on 63,592,418 being the weighted number of ordinary shares in issue during the year (2001: 254,743,956). Share options and warrants do not have a dilutive effect. 5. REPORT & ACCOUNTS The financial information set out above does not constitute statutory accounts within the meaning of Section 6 and Schedule 1 of the Isle of Man Companies Act 1982. Statutory financial statements for the financial year ended 30 September 2002 will be delivered to the Registrar of Companies. The Report and Accounts will be posted to the shareholders shortly and will be available from 133 Ebury Street, London, SW1W 9QV. 6. ANNUAL GENERAL MEETING The Annual General Meeting will be held at the offices of Wallace and Partners, 1 Portland Place, London W1B 1PN at 5.00pm on 25 April 2003. This information is provided by RNS The company news service from the London Stock Exchange

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