Interim Results

Room Service Group PLC 12 March 2003 ROOM SERVICE GROUP PLC INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2002 THE DIRECTORS REPORT The expected return to profitability in the first half of 2002, following the reverse take-over and re-construction in January, failed to materialise, because of the deteriorating market conditions in which the newly acquired trading operation was forced to operate. The Company's major subsidiary suffered a substantial setback to its food delivery business as a result of the September 2001 terrorist attacks. Its impact upon the US corporate market in London was significant, as the levels of personnel coming to London reduced considerably. Subsequently the downturn in the level of corporate business generally, in the first half of the year, compounded Room Service Deliveries' problems. The Company recognised the need to market and promote its food delivery services more widely and intensely whilst diversifying its activities. However this was severely hampered by the lack of sufficient funding. Since the early part of last summer the company has been strenuously seeking new sources of capital funding. During the second half of 2002 several potential investors emerged but, unfortunately, none of these proposals could be successfully concluded. The Company's shares were suspended in October 2002, initially on a technicality, revolving around the timing of the publication of the half yearly figures. However, subsequently, following advice from its brokers, the suspension was maintained as the Directors were involved in advanced negotiations regarding a possible take-over and until the Company's financial position could be clarified. During this time the Company continued to record trading losses, on a monthly basis and the Directors realised that, in the best interests of the shareholders, the food delivery business should be disposed of. It became evident, however, that liquidation was the only possible route. The Board further took action to reduce its operating costs and ensure that its actual and contingent liabilities were kept to a minimum whilst maintaining existing operations. As additional funding had not been forthcoming the Directors believe that they best protect the shareholders' position by seeking a suitable party to complete the re-structuring of the business and inject the required funding. The Company at present has creditors of approx 190k and is looking to realise assets to reduce this amount and is offering creditors an alternative for full and final settlement of their outstanding amounts. The Company, as assisted by its advisors, are in negotiations with a third party who may be interested in obtaining a stake in Room Service PLC and who also may provide the company with a working capital facility. Whilst preliminary indications of interest have been expressed, informal discussions are currently taking place but should the outcome of the present discussions be positive it will be the Boards intention to apply for the suspension of dealings to be lifted. The Board will continue to keep shareholders informed on progress. DIRECTORS ROOM SERVICE GROUP PLC 11 March 2003 CONSOLIDATED profit and loss account For the six months ended 30 June 2002 6 months ended 6 months ended Year ended 30 June 2002 30 June 2001 31 December 2001 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Turnover 1,928 867 991 Cost of sales 1,312 480 380 _______ ______ ______ Gross profit 616 387 611 Administrative expenses (1,105) (2,129) (4,185) Accounts written off investments - - (2,704) _______ ______ ______ Operating loss (489) (1,742) (6,278) Profit on disposal of discontinued operation - 17 684 Share of operating loss of associated undertakings - (160) - Interest payable and similar charges (24) - - Interest receivable and similar income 3 68 90 _______ ______ ______ Loss on ordinary activities before taxation (510) (1,817) (5,504) Tax on loss on ordinary activities - - - _______ ______ ______ Loss on ordinary activities after taxation (510) (1,817) (5,504) Minority interest - (186) 25 _______ ______ ______ Retained loss for the period (510) (2,003) (5,479) _______ ______ ______ Loss per ordinary share (0.41p) (6.00p) (13.90p) Fully diluted loss per ordinary share (0.40p) (5.00p) (13.80p) Consolidated balance sheet 30 June 2002 31 December 2001 30 June 2001 (unaudited) (audited) (unaudited) £'000 £'000 £'000 Intangible fixed assets Goodwill 2,510 - 605 ______ ______ _____ Tangible fixed assets Investments - 75 2,054 Investments in associates - - (78) Improvements to property, plant and equipment 254 7 200 ______ ______ _____ 254 82 2,176 Current assets ______ ______ _____ Stock 21 - - Investments 241 425 - Debtors 459 376 642 Cash at bank and in hand - 728 1,824 ______ _____ ______ 721 1,529 2,466 ______ _____ ______ Creditors: amounts falling due within one year (1,252) (409) (769) ______ _____ ______ Net current (liabilities)/assets (531) 1,120 1,697 ______ _____ ______ Total assets less current liabilities 2,233 1,202 4,478 Provisions for liabilities and charges 12 (200) - ______ _____ ______ Net assets 2,245 1,002 4,478 ====== ===== ====== Capital and reserves (note 5) Called up Share Capital 5,004 4,180 4,180 Share Premium 10,226 9,371 9,371 Profit and loss account (12,985) (12,527) (9,051) _______ _______ ______ Equity shareholders funds 2,245 1,024 4,500 Minority Interest - (22) (22) ______ _______ ______ Total capital and reserves 2,245 1,002 4,478 ====== ====== ===== Consolidated cash flow statement For the six months ended 30 June 2002 6 months ended 6 months ended Year ended 30 June 2002 30 June 31 December 2001 (unaudited) (unaudited) (unaudited) £'000 £'000 £'000 £'000 £'000 £'000 Net cash outflow from operating activities (note (818) (1,750) (2,673) 2) Returns on investments and servicing of finance Interest paid (24) - - Interest received 3 (21) 68 68 90 90 _____ _____ _____ Acquisitions Acquisition of subsidiary (note 4) (207) (18) (18) Net overdraft acquired with subsidiary (117) - - Acquisition of fixed assets (26) (25) (36) Acquisition of fixed asset investments - (40) (649) Loans and advances to associates - (79) (509) Loans and advances to fixed asset investments - (350) (301) (463) (98) (1,310) _____ _____ _____ Disposals Cash balances of discontinued activities - (28) (77) Sale of business - - 684 Sale of tangible fixed assets - - 1 (27) 18 625 _____ _____ _____ Financing Issue of equity shares 265 - - Decrease in cash in the period (note3) (924) (2,172) (3,268) ==== ====== ===== Notes to the financial statements 1. Accounting policies Basis of accounting The financial statements have been prepared in accordance with the applicable accounting standards under the historical cost accounting rules. Basis of consolidation The consolidated financial statements incorporate the financial statements of the company and all its subsidiaries. The results and cash flows of companies entering the group are included from the date of acquisition. The results and cash flows of companies leaving the group are included up to the date of disposal. The net assets of subsidiaries are included on the basis of their fair value. Goodwill Goodwill arising on the acquisition of Room Service (UK) Limited has been capitalised and is being amortised over its estimated useful life of ten years. 2. Reconciliation of operating loss to net cash outflow from operating activities 30 June 2002 30 June 2001 31 December 2001 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Operating loss (489) (1,742) (6,278) Depreciation 28 101 263 Amortisation 132 13 618 Loss on discontinued business - - 87 Writedown of fixed asset investments - - 2,704 Decrease/(increase) in stocks 3 - - Decrease/(increase) in current asset investments 184 - - Decrease/(increase) in debtors 83 5 177 (Decrease)/increase in creditors (559) (112) (429) (Decrease)/increase in provisions (200)' (15) 185 _____ ______ ______ Net cash outflow from operating activities (818) (1,750) (2,673) _____ ______ ______ 3. Reconciliation of net cash flow to movement in net debt 30 June 2002 30 June 2001 31 December 2001 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Net (debt)/cash brought forward 728 3,996 3,996 Movement in funds (924) (2,172) (3,268) _____ ______ _____ Net (debt)/cash carried forward (196) 1,824 728 _____ ______ _____ 4. Summary of the effects of acquisition of Room Service UK Limited Net assets acquired £'000 Tangible fixed assets 249 Stocks 24 Debtors 166 Bank loans and overdraft (117) Other creditors (1,204) Provisions (12) ______ (894) Goodwill 2,642 ______ 1,748 ______ Consideration Shares allotted 1,466 Acquisition expenses 207 Cost of existing investment transferred from fixed assets 75 ______ 1,748 ______ 5. Share capital and reserves Share Capital Share premium Profit and loss £'000 £'000 £'000 At 1 January 2002 4,180 9,371 (12,527) Shares issued on acquisition 698 768 of Room Service (UK) Limited Shares issued for cash 126 139 Loss for the period (510) Costs of share issue (52) 52 _____ ______ _______ At 30 June 2002 5,004 10,226 (12,985) ==== ===== ====== This information is provided by RNS The company news service from the London Stock Exchange

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