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

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