Final Results
Cater Barnard PLC
29 November 2001
FOR IMMEDIATE RELEASE
29 November 2001
Cater Barnard plc
(formerly Voyager IT.com plc)
(AIM)
PRELIMINARY RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2001
Enquiries:
Cater Barnard plc 0870 066 0830
Stephen Dean, Chairman 07785 938782
Mark Garratt, Finance Director 07957 675979
Adrian Stecyk, Chief Executive (USA)
Seymour Pierce Limited 020 7648 8700
Sarah Wharry
Parkgreen Communications Limited 020 7287 5544
Simon Robinson
Justine Howarth
Cater Barnard plc
CHAIRMAN'S PRELIMINARY STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2001
'I am pleased to be able to report the almost completed transformation of
Cater Barnard to an international financial services business. Having moved
from being an internet incubator, we are now entering a new period offering
excellent growth opportunities and look forward to capitalising on the
foundations built over the past year.
This year's highlights include:
* Pre-tax Profits of £1,906,358 (after £4,234,542 provision in our
investment management subsidiary);
* Earnings Per Share of 1.16p fully diluted (after provisions in our
investment management subsidiary);
* Net Asset Value per share of 8.46p;
* Acquisition and successful integration of the business of Corporate
Decisions Ltd;
* Submitted application to the Securities and Futures Authority (SFA) for
authorisation to conduct investment business. The successful result of
this application will be announced before Christmas;
* Completed sale or flotation of all non-core investments;
* Successful establishment of a corporate finance base in the City of
London;
With the transformation of the Group complete, our London corporate finance,
and New York corporate finance and brokerage, businesses are now reviewing
various opportunities.
Successful registration with the SFA will allow the UK business to further
develop its investment banking activities and will provide new opportunities
in corporate finance.
Your Company currently has various transactions at hand. In conjunction with
these, the Board intends to develop the business by increasing the range of
our financial services offered and is currently seeking further acquisition
opportunities to accelerate this growth into new areas.
Unfortunately the office in New York was affected by the September 11th
tragedy due to its proximity to the World Trade Center site. Although it
escaped any direct damage, the business was somewhat affected by these events.
However, all our US staff are safe and I am pleased to report that business
has returned to normal. Cater Barnard currently owns 86.75% of Cater Barnard
(USA), and it is our intention to acquire the remaining 13.25% as the
opportunity arises.
The following profit centres now define our business:
1. Cater Barnard Securities Ltd (100% owned)
Situated in the City of London, Cater Barnard Securities comprises our UK
operations. The business operates as a corporate finance boutique offering
mergers & acquisition services, corporate introductions, financial research
and analysis. It is hoped the business will be authorised through the SFA
before Christmas and therefore will be able to extend its scope of business in
the corporate finance sector.
2. Cater Barnard Capital Ltd (100% owned)
Cater Barnard Capital is an investment management business, currently managing
two investments - Envesta plc and IMX Pharmaceuticals, Inc.
* Envesta is an AIM-quoted Specialist Telecoms business of which your
Company owns 53.73%.
* IMX is a US Public company that owns ThinkDirectMarketing, Inc. and Panda
Anti-Virus Software Ltd. Your Company owns 44% of this investment.
3. Cater Barnard USA plc (86.75% owned)
Cater Barnard USA's operations are based in New York. Fully licensed by the
NASD through its subsidiary Griffin Securities, Inc., business activities
include mergers and acquisitions, fund raising, financial research and
stockbroking.
All the operating companies within the Group made substantial Operating
Profits and Earnings Before Interest and Tax. However, the Directors believe
it prudent to carry out a Fair Value Assessment on the Investment Management
business and have provided £4,234,542 against some of those investments,
reflecting the current volatility in the USA and UK smaller-quoted company
markets.
During the year we were pleased to appoint Mark Garratt as Finance Director of
Cater Barnard and Executive Director of Cater Barnard Securities. Mark is also
now Finance Director of Cater Barnard USA.
Since its formation, Cater Barnard has not had the benefit of Non-Executive
Directors. Following the successful restructuring of your Company, I intend
to become a Non-Executive Director and look to appoint a second Non-Executive
as soon as practicable. The Board will then be as follows:
S. Dean - Non-Executive Chairman
A. Stecyk - Chief Executive (USA)
M. Garratt - Finance Director and Chief Executive (UK)
To be advised - Non-executive Director
Dividend
Due to the historic losses incurred, the company is unable to recommend the
payment of a dividend.
It is your Company's intention to keep its shareholders fully informed of our
activities. To this end, we have set up a website which provides up-to-date
information and company news; www.caterbarnardplc.com
Overall, the year under review has been very active. Consequently, I wish to
thank all the staff and advisers for their committed support and continuing
loyalty.'
STEPHEN DEAN
Chairman
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Year ended 30 September 2001
Period from
Year ended 11 August 1999
to
30 September 2001
30 September
2000
£ £
TURNOVER
- Continuing 2,743,401 437,663
- Acquired 1,378,241 -
_________ _________
4,121,642 437,663
Cost of sales (594,144) -
_________ _________
GROSS PROFIT 3,527,498 437,663
Administrative expenses (1,011,807) (114,481)
________ _______
OPERATING PROFIT 2,515,691 323,182
Losses on fixed asset investments (306,957) (2,718,739)
Interest receivable and similar income 17,337 47,798
Interest payable and similar charges (319,713) (68,550)
________ _________
PROFIT/(LOSS) ON ORDINARY
ACTIVITIES BEFORE TAXATION 1,906,358 (2,416,309)
Tax on profit/(loss) on ordinary (343,595) -
activities
________ _________
PROFIT/(LOSS) ON ORDINARY
ACTIVITIES AFTER TAXATION 1,562,761 (2,416,309)
Minority interest (92,535) -
________ _________
PROFIT/(LOSS) FOR THE FINANCIAL PERIOD
1,470,228 (2,416,309)
________ _________
Earnings per ordinary share 1.16p (3.35)p
_______ _______
Diluted earnings per ordinary share 1.16p (3.35)p
_______ _______
All activities derive from continuing operations.
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
Year ended 30 September 2001
Period from
Year ended 11 August 1999
to
30 September
2001 30 September
2000
£ £
Profit/(loss) for the financial period 1,470,228 (2,416,309)
Unrealised gain on financial fixed assets - 3,868,690
Impairment of unrealised gain on financial
fixed assets (3,858,690) -
________ ________
Total recognised gains and losses relating to
the period (2,388,417) 1,452,381
________ ________
RECONCILIATION OF MOVEMENT IN CONSOLIDATED SHAREHOLDERS' FUNDS
Year ended 30 September 2001
Period from
Year ended 11 August 1999
to
30 September
2001 30 September
2000
£ £
Profit/(loss) for the period 1,470,228 (2,416,309)
Other recognised gains relating to the period (3,858,690) 3,868,690
Proceeds of issues of shares (net of costs) 1,929,548 13,080,745
_________ _________
Net movement in shareholders' funds (458,914) 14,533,126
Opening shareholders' funds 14,533,126 -
_________ _________
Closing shareholders' funds 14,074,212 14,533,126
_________ _________
Net assets per ordinary share 8.46p 12.27p
______ ______
CONSOLIDATED BALANCE SHEET
30 September 2001
30 September 30 September
2001 2000
£ £
FIXED ASSETS
Intangible assets 1,149,966 -
Tangible assets 54,612 2,150
Investments 18,536,683 17,069,141
_________ _________
19,741,261 17,071,291
_________ _________
CURRENT ASSETS
Debtors 1,144,424 81,747
Cash at bank and in hand 162,598 63,339
_________ _________
1,307,022 145,086
CREDITORS: amounts falling due within one year
(2,484,887) (1,213,058)
_________ _________
NET CURRENT LIABILITIES (1,177,865) (1,067,972)
_________ _________
TOTAL ASSETS LESS CURRENT LIABILITIES 18,563,396 16,003,319
CREDITORS: amounts falling due after more than
one year (4,200,000) (1,470,193)
Equity minority interest (289,184) -
_________ _________
NET ASSETS 14,074,212 14,533,126
_________ _________
CAPITAL AND RESERVES
Called up share capital 1,663,457 1,184,328
Share premium account 13,346,836 11,896,417
Revaluation reserve 10,000 3,868,690
Profit and loss account (946,081) (2,416,309)
_________ _________
EQUITY SHAREHOLDERS' FUNDS 14,074,212 14,533,126
_________ _________
Net Assets per ordinary share 8.46p 12.27p
______ ______
CASH FLOW STATEMENT
Year ended 30 September 2001
Period from
Year ended 11 August 1999
to
30 September
2001 30 September
2000
£ £
Net cash inflow from operating activities 2,087,866 655,210
Returns on investments and servicing of
finance
Interest received 17,337 47,798
Interest paid (32,510) (68,550)
________ _______
Net cash inflow from returns on
investments and servicing of finance (15,173) (20,752)
________ _______
Taxation Paid (8,300) -
________ _______
Capital expenditure and financial
Investment
Payments to acquire tangible fixed assets (62,532) (2,867)
Payments to acquire investments (14,986,832) (23,142,884)
Receipts from sales of investments 9,579,748 9,266,200
_________ _________
Net cash outflow from capital expenditure
and financial investment (5,469,616) (13,879,551)
_________ _________
Acquisitions and disposals
Purchase of subsidiary undertakings (554,033) -
_________ _________
Net cash outflow from acquisitions and
Disposals (554,033) -
________ _________
Net cash outflow before financing (3,959,256) (13,245,093)
________ _________
Financing
Issue of ordinary share capital 1,352,558 12,442,138
Debt finance raised 2,729,807 1,470,193
Expenses on issuing equity shares (23,850) (603,899)
________ _________
Net cash inflow from financing 4,058,515 13,308,432
________ _________
Increase in cash in the period 99,259 63,339
________ _______
NOTES
1 Earnings Per Share
The basic earnings per share are calculated by dividing the loss
for the financial year attributable to shareholders by the weighted average
number of shares in issue. In calculating the diluted earnings per share,
share options and warrants outstanding have been taken into account.
The weighted average number of shares was:
30 September 30 September
2001 2000
Basic weighted average number of shares (' 126,389 72,167
000)
Dilutive potential ordinary shares:
Share warrants ('000) - -
___________ ____________
126,389 72,167
___________ ____________
2 The financial information set out in this document does not constitute
statutory group accounts.
3 The report and accounts for the period to 30 September 2001 will be
posted to shareholders by 19 December and, after being laid before the Annual
General Meeting, will be delivered to the Registrar of Companies.
Copies of the Report and Accounts will be available to the public, free of
charge, from the office of Cater Barnard plc, Lloyd's Avenue House, 6 Lloyd's
Avenue, London, EC3N 3AX during normal office hours, with the exception of
Saturdays, Sundays and bank holidays, for one month from 19 December 2001.
Enquiries:
Cater Barnard plc 0870 066 0830
Stephen Dean, Chairman 07785 938782
Mark Garratt, Finance Director 07957 675979
Adrian Stecyk, Chief Executive (USA)
Seymour Pierce Limited 020 7648 8700
Sarah Wharry
Parkgreen Communications Limited 020 7287 5544
Simon Robinson
Justine Howarth