Interim Results
Cater Barnard PLC
26 June 2002
FOR IMMEDIATE RELEASE 26th June 2002
CATER BARNARD PLC
Interim Statement
For the Six Months to 31 March 2002
Enquiries:
Cater Barnard plc 0870 066 0830
Stephen Dean, Chairman 07785 938782
Mark Garratt, Finance Director 07957 675979
Seymour Pierce 020 7648 8700
Sarah Wharry
Parkgreen Communications Limited 020 7287 5544
Simon Robinson
Justine Howarth
Cater Barnard Plc
Interim Results for the six month period to 31 March 2002
I am pleased to report that during the period under review your Company
continued its transformation into a Financial Services Company.
The Company concluded a successful Placing and Open Offer in March 2002 together
with the acquisition of further shareholdings in Cater Barnard (USA) plc, our
OFEX quoted subsidiary. The Placing and Open Offer has strengthened the
Company's Balance Sheet considerably, by decreasing debtors and substantially
increasing Shareholders' Funds.
The highlights for the period include:
• Turnover of £427,276;
• Net assets per share of 2.19p;
• Membership of OFEX;
• Appointment of Mr Jon Everill to oversee our IFA programme;
• Disposal of part of our non-core investments;
• Further investment of US$1.5m in IMXI.
The Group decided to increase the range of its financial service activities by
the creation of an IFA Division. In order to pursue this, we were pleased to
announce in April 2002 the appointment to the Board of Mr Jon Everill. Jon has
several years experience in this market and is currently negotiating a number of
potential IFA acquisitions. We hope to be able to conclude some of these
acquisitions by the year end.
The UK Corporate Finance activity has been dominated by the successful
achievement of FSA Authorisation in November 2001 and membership of OFEX
(allowing Cater Barnard Securities to act as a Corporate Adviser) attained in
April this year. During the period, the UK office has carried out introductory
and advisory assignments for two AIM-listed companies and has also been active
in preparing clients for possible introduction onto OFEX.
Cater Barnard (USA) made significant progress structurally and financially by
expanding its business activities and broadening its strategies for building
shareholder value. In a major expansion, Griffin Securities, Inc., a subsidiary
of Cater Barnard (USA), launched Griffin Private Equity Group (GPEG) in April
2002. GPEG offers capabilities in private placements, advisory services,
strategic partnership and mergers and acquisitions. These capabilities, in
conjunction with Griffin's investment banking and research teams, give us the
power to place transactions with venture capital, private equity, and buyout and
fund investors.
Cater Barnard plc now comprises the following divisions:
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 and acquisition services, corporate introductions, financial research
and analysis. The business is authorised by the FSA and is therefore able to
extend its scope of business in the corporate finance sector.
Cater Barnard Capital Ltd (100% owned)
Cater Barnard Capital is an investment management business, currently managing
two investments - Envesta plc and IMX Pharmaceuticals, Inc. (IMXI). Envesta is
an AIM quoted specialist telecoms business of which your Company owns 36.64%.
IMXI is a US Public Company that owns ThinkDirectMarketing, Inc. (TDMI) and
Panda Antivirus Software Ltd. Your Company owns 56.7% of IMXI. TDMI's business
continues to develop; a further investment of c$1.5m was made in the period by
the Group to support this growth. In the period, disposals of investments
totalling c£0.6m were made comprising the whole of the holding in Elite
Strategies plc and part of the holding in Envesta plc.
Cater Barnard (IFA) Ltd (100% owned)
Based in Central London, Mr Everill as Managing Director of this business will
be looking to consolidate Independent Financial Advisers under the Cater Barnard
banner. We believe this activity has substantial potential.
Cater Barnard (USA) plc (89.06% owned)
Cater Barnard (USA)'s operations are based in New York. Fully licensed by the
NASD through its subsidiary Griffin Securities, business activities include
mergers and acquisitions, fund raising, financial research, stock broking and
private equity.
Dividend
Due to historic losses incurred, the Company is unable to recommend the payment
of a dividend.
We wish to thank our shareholders for their continued support and our staff for
their hard work and commitment over the period under review.
Stephen Dean
Chairman
25 June 2002
Cater Barnard Plc
Consolidated Profit And Loss Account
Six months ended 31 March 2002
Six months to Six months to 12 months to
31 March 31 March 30 September
2002 2001 2001
(Unaudited) (Unaudited) (Audited)
£ £ £
TURNOVER
Continuing operations - existing 427,276 522,006 2,743,401
- acquisitions - - 1,378,241
GROUP TURNOVER 427,276 522,006 4,121,642
COST OF SALES (24,054) - (594,144)
GROSS PROFIT 403,222 522,006 3,527,498
Administrative expenses (521,062) (226,412) (1,011,807)
GROUP OPERATING PROFIT/ (LOSS) (117,840) 295,594 2,515,691
- Existing operations (117,840) 295,594 1,721,981
- Acquired operations - - 793,710
Provision on fixed asset investments unsold at period end (2,500,000) (593,281) -
Profit (Loss) on disposal of fixed asset investments (229,898) 1,882,299 (306,957)
Interest payable & similar charges (101,813) (108,203) (319,713)
Interest receivable & similar income 9,259 7,040 17,337
PROFIT (LOSS) ON ORDINARY
ACTIVITIES BEFORE TAXATION (2,940,292) 1,483,449 1,906,358
TAXATION - - (343,595)
PROFIT (LOSS) ON ORDINARY
ACTIVITIES AFTER TAXATION (2,940,292) 1,483,449 1,562,763
Equity minority interest 65,802 - (92,535)
RETAINED PROFIT/(LOSS) FOR THE
FINANCIAL PERIOD (2,874,490) 1,483,449 1,470,228
Earnings per ordinary share (1.03)p 1.23p 1.16p
Diluted earnings per share (1.03)p 1.16p 1.16p
Cater Barnard Plc
Consolidated Balance Sheet
At 31 March 2002
At At At
31 March 31 March 30 September
2002 2001 2001
(Unaudited) (Unaudited) (Audited)
£ £ £
FIXED ASSETS
Intangible fixed assets 1,227,510 - 1,149,966
Tangible fixed assets 68,146 1,438 54,612
Investments 16,787,562 19,302,152 18,536,683
18,083,218 19,303,590 19,741,261
CURRENT ASSETS
Debtors 553,152 314,790 1,144,424
Cash at bank & in hand 243,811 133,667 162,598
796,963 448,457 1,307,022
CREDITORS: Amounts falling due within one year (1,540,086) (2,508,085) (2,484,887)
NET CURRENT (LIABILITIES) (743,123) (2,059,628) (1,177,865)
TOTAL ASSETS LESS CURRENT LIABILITIES 17,340,095 17,243,962 18,563,396
CREDITORS: Amounts falling due after more than - (4,000,000) (4,200,000)
one year
Equity minority interest (171,845) - (289,184)
NET ASSETS 17,168,250 13,243,962 14,074,212
CAPITAL & RESERVES
Called up share capital - equity 7,852,786 1,364,328 1,663,457
Share premium account 13,126,035 12,473,123 13,346,836
Revaluation reserve 10,000 339,371 10,000
Profit & loss account (3,820,571) (932,860) (946,081)
EQUITY SHAREHOLDERS' FUNDS 17,168,250 13,243,962 14,074,212
NET ASSETS PER ORDINARY SHARE 2.19p 9.54p 8.46p
ANALYSIS OF SHAREHOLDERS' FUNDS
Equity 17,168,250 13,243,962 14,074,212
Non-equity - - -
Cater Barnard Plc
Consolidated Cash Flow
Six months ended 31 March 2002
Six months to Six months to 12 months to
31 March 31 March 30 September
2002 2001 2001
(Unaudited) (Unaudited) (Audited)
£ £ £
NET CASH INFLOW / (OUTFLOW)
FROM OPERATING ACTIVITIES (425,488) (2,752,466) 2,087,866
RETURNS ON INVESTMENTS & SERVICING OF FINANCE
Interest received 9,259 7,040 17,337
Interest paid (101,813) (108,203) (32,510)
NET CASH (OUTFLOW) FROM RETURNS ON INVESTMENTS & (92,554) (101,163) (15,173)
SERVICING OF FINANCE
TAXATION
UK Corporation Tax paid - - (8,300)
CAPITAL EXPENDITURE & FINANCIAL INVESTMENT
Purchase of tangible fixed assets (27,076) - (62,532)
Sale of fixed assets - 562 -
Purchase of investments (980,777) (3,129,092) (14,986,832)
Sale of investments - 2,765,974 9,579,748
NET CASH (OUTFLOW) FROM CAPITAL EXPENDITURE & (1,007,853) (362,556) (5,469,616)
FINANCIAL INVESTMENT
ACQUISITIONS & DISPOSALS
Purchase of additional holding in subsidiary (161,420) - (554,033)
undertakings
Cash acquired with subsidiary undertakings - - -
NET CASH (OUTFLOW) FROM
ACQUISITIONS & DISPOSALS (161,420) - (554,033)
EQUITY DIVIDENDS PAID - - -
NET CASH (OUTFLOW) BEFORE FINANCING (1,687,315) (3,216,185) (3,959,256)
FINANCING
Proceeds from issue of shares 6,189,329 756,705 1,352,504
Costs of share issues (220,801) - (23,796)
Debt finance raised/ (repaid) (4,200,000) 2,529,807 2,729,807
NET CASH INFLOW FROM FINANCING 1,768,528 3,286,512 4,058,515
INCREASE IN CASH 81,213 70,327 99,259
Cater Barnard Plc
Notes to the Statement of Cash Flows
(A) RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW / (OUTFLOW)
FROM OPERATING ACTIVITIES
Six months to Six months to 12 months to
31 March 31 March 30 September
2002 2001 2001
(Unaudited) (Unaudited) (Audited)
£ £ £
Operating (loss) / profit (117,840) 1,584,612 2,515,691
Depreciation 13,542 150 9,640
Amortisation 32,339 - 18,609
Loss on disposal of fixed assets - (7,000,000) 2,150
Increase in investments - 4,190,842 -
Decrease / (increase) in debtors 591,272 (233,043) (1,039,020)
(Decrease) in creditors (944,801) (1,295,027) 580,796
NET CASH INFLOW / (OUTFLOW) FROM OPERATING ACTIVITIES (425,488) (2,752,466) 2,087,866
(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
2002 2001 2001
(Unaudited) (Unaudited) (Audited)
£ £ £
Increase / (decrease) in cash in period 81,213 70,327 99,259
Decrease in debt in the period 4,200,000 (2,529,807) (2,729,807)
Movement in net funds in the period 4,281,213 (2,459,480) (2,630,548)
Opening net debt (4,037,402) (1,406,854) (1,406,854)
Closing net funds / (debt) 243,811 (3,866,334) (4,037,402)
(C) ANALYSIS OF NET CASH AND DEBT
At 31.03.02 Cash Flow At 31.03.01
£ £ £
Net Cash
Cash at bank 243,811 81,213 162,598
Bank overdrafts - - -
Debt due within one year - 4,200,000 (4,200,000)
Debt due after more than one year - - -
Net Funds / (Debt) 243,811 4,281,213 (4,037,402)
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 2001 statutory accounts to 30
September 2001. The interim figures have not been audited. The interim f
inancial 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 2001 has been extracted from
the statutory accounts for the period 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 taxation charge for the 6 months has been calculated at an effective
rate of 30% (31 March 2001: nil).
3. The calculation of earnings per share is based on the profit on ordinary
activities after taxation and 278,550,686 (30 September 2001: 126,388,934;
31 March 2001: 120,372,496) ordinary shares 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 profit on ordinary activities after taxation and 278,550,686 (30
September 2001: 126,388,934; 31 March 2001: 127,820,895) ordinary shares being
the weighted average number of shares in issue during the half-year, after
allowing for dilutive share options and warrants
4. The Directors have not declared an interim dividend.
5. The interim statement was approved by the
board of Directors on 25 June 2002. 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, Lloyd's Avenue House, 6 Lloyd's
Avenue, London EC3N 3AX.
__________________________________________________
NOMINATED ADVISER PRINCIPAL BANKERS
Seymour Pierce Ltd Bank of Scotland
29/30 Cornhill 14 Friar Lane
London EC3V 3NF Leicester LE1 5RA
STOCKBROKER SOLICITORS
Seymour Pierce Ltd Philip Speer & Co
29/30 Cornhill 51 Cambridge Place
London EC3V 3NF Cambridge CB2 1NS
AUDITORS REGISTRAR
Spokes & Company Connaughts St Michaels Ltd
Hilden Park House PO Box 30
79 Tonbridge Road Cresta House
Hildenborough TN11 9BH Alma Street
Luton
Bedfordshire LU1 2PU
FINANCIAL PR
Parkgreen Communications
3rd Floor
Goldsmith's House
137-141 Regent Street
London
W1B 4HZ
Cater Barnard Plc
Registered office: Lloyd's Avenue House, 6 Lloyd's Avenue, London EC3N 3AX
Telephone 0870 066 0830
Facsimile 0870 066 0831
Registered No. 03826434
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