Preliminary Results
Rotala PLC
31 May 2006
ROTALA PLC
PRELIMINARY RESULTS FOR THE PERIOD ENDED 30 NOVEMBER 2005
CHAIRMAN'S STATEMENT AND REVIEW OF OPERATIONS
I am pleased to be able to make this first report to the shareholders of Rotala
plc ('Rotala' or 'the Company'). During the period under review, the main
activity of the Company was the identification of its first acquisition target,
the Flights Group (comprising Flights Hallmark Limited, Flights Corporate
Transfers Limited and FH Transport Limited), and the acquisition of these
companies on August 30th 2005.
Announcements made by the Company on September 26th and November 25th 2005
described the background to potential claims by Central Parking System of UK
Limited ('CPS') in respect of the Flights Group acquired by the Company and the
claims that the Company had against S.J. Lawrenson (the vendor of the Flights
Group) under the acquisition agreement. CPS had commenced legal proceedings
against S. J. Lawrenson and others. However, as set out in the announcement
made by the Company on December 30th 2005, the Company, the Flights Group,
Central Parking Corporation ('CPC') and its subsidiary, CPS, agreed a final
settlement between them, and with S. J. Lawrenson.
The resolution of this issue was a major focus for management for many months.
In addition, it had become clear that, with the acquisition, the Company had
inherited a number of unsatisfactory and uneconomic commercial arrangements
which were problematic. The Board continues to review these arrangements and
appropriate provision has been made in these accounts for those that are
onerous. The acquired businesses continue to incur larger underlying losses
than originally anticipated because of these contracts and the adverse effects
of these uneconomic arrangements will continue until they can be ended or
re-negotiated. These underlying losses, though declining, will continue into
the year ending November 30th 2006 and will not finally be eradicated until
2007. To the extent that these losses are provided for in the group accounts
for the period ended 30th November 2005, they will not have an impact on the
group results in subsequent years.
The Board has also been working hard to reduce costs and eliminate unprofitable
activities inherited from the previous management. These actions include not
only the elimination of unnecessary costs but also the active discarding of
unprofitable revenue and its replacement by profitable revenue from other
sources. New revenues (the majority of which are within the airline sector) of
more than £2.5 million per annum have more than replaced the revenues discarded
of a little less than this figure. Taken together with the continuing successful
efforts to win other new contracts, reduce costs and build profitable turnover,
the Directors consider that the Company is now moving towards profitability in
the longer term.
As a result of the increased turnover of the Company, the continuing losses and
the diversion of effort resultant upon the problems with S. J. Lawrenson and
CPC, the Directors considered that it was prudent to augment the capital of the
Company. The opportunities for organic and acquisitive growth have not
diminished and the Company has been successful in negotiating improved banking
facilities to cover working capital requirements, leasing finance and the
potential acquisition of new contracts. The Board determined that new equity
funding should be raised to augment these facilities and a placing of £1,625,000
was completed in April 2006. One of the objectives of this placing, funds was to
raise the funds to acquire the freehold of the company's 4.5 acre depot in
Birmingham for £2 million. A commercial mortgage of £1.5 million has been
obtained on the property to finance the acquisition. This step will enable the
Company to increase its operations in the Birmingham area substantially from an
attractive, sizeable and secure base.
The Board remains determined to pursue the objectives in the transport sector
set out in the admission document dated March 11th 2005 and the re-admission
document dated August 9th 2005. The Board remains convinced that the
opportunities for growth in the sector, set out in those documents, still exist.
Indeed there is much more recent evidence to reinforce the views set out in
those documents. These plans require a strong operational and financial base,
from which the Board aims to achieve these objectives in the future. The Board
looks forward to creating an integrated, specialist transport group and believes
it is well positioned to do so from the platform provided by the Flights Group.
In conclusion, I would like to take this opportunity to express my thanks to our
management team and all the staff, whose enthusiasm and commitment has made it
possible revive the fortunes of the Flights Group and who are the basis of my
optimism for the future of Rotala.
John Gunn
Non-Executive Chairman
26 May 2006
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 30 NOVEMBER 2005
Note 2005
£
Turnover - acquired business 2 3,960,795
---------
Cost of sales - acquired business
(4,220,226)
---------
Gross loss (259,431)
---------
Administrative expenses - continuing business (292,667)
- acquired business (638,591)
---------
(931,258)
---------
Operating (loss)/profit - continuing business (292,667)
- acquired business (including goodwill
amortisation of £115,086) (898,022)
---------
Operating Loss (1,190,689)
Interest receivable 67,429
Interest payable and similar charges (25,223)
---------
Loss on ordinary activities before taxation 3 (1,148,483)
Taxation on loss on ordinary activities -
_________
---------
Loss on ordinary activities after taxation and loss carried
forward (1,148,483)
_________
Loss per share (basic and diluted) 4 (1.33p)
All amounts relate to continuing activities.
All recognised gains and losses in the current period are included in the profit
and loss account.
Movements in shareholders' funds in the current period are shown in note 5.
CONSOLIDATED BALANCE SHEET AS AT 30 NOVEMBER 2005
Note 2005 2005
£ £
Fixed assets
Intangible assets 8,322,717
Tangible assets 1,496,333
_________
9,819,050
Current assets
Stocks 141,690
Debtors due within one year 3,422,031
Debtors due after one year 330,049
3,752,080
Cash at bank and in hand 1,000,000
4,893,770
Creditors: amounts falling
due within one year (5,160,631)
Net current liabilities (266,861)
Total assets less current liabilities 9,552,189
Creditors: amounts falling due after more (1,769,868)
than one year
Provision for liabilities and charges (1,547,000)
(3,316,868)
---------
6,235,321
---------
Capital and reserves
Called up share capital 1,719,744
Share premium account 3,097,393
Merger reserve 2,566,667
Profit and loss account (1,148,483)
---------
Shareholders' funds 6,235,321
---------
CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 30 NOVEMBER 2005
Period ended 30 Period ended
November 2005 30 November
Note 2005
£ £
Net cash outflow from operating
activities Returns on investments 6 (3,095,171)
and servicing of finance
Interest received 67,429
Interest paid (16,324)
Interest element of finance lease payments
Paid (8,899)
_________
Net cash inflow from returns on
investments and servicing of finance 42,206
Capital expenditure and financial investment
Payments to acquire
Tangible fixed assets (57,607)
Sale of tangible fixed assets 3,894
_________
Net cash outflow from capital expenditure
and financial investment (53,713)
Acquisitions
Expenses incurred in making the acquisitions (603,835)
Bank overdraft acquired with the acquisitions (149,912)
_________
Cash outflow from acquisitions (753,747)
________
Cash outflow before use of liquid
resources and financing (3,860,425)
Management of liquid resources
Increase in deposits with banks (1,000,000)
Financing
Issue of ordinary share capital 4,660,001
Issue costs (309,530)
_________
4,350,471
_________
Decrease in cash for the period (509,954)
_________
1. Basis of preparation and consolidation
The financial statements have been prepared in accordance with accounting
standards applicable in the United Kingdom at the balance sheet date. The
consolidated financial statements represent the accounts of Rotala only
from 21 January 2005 (the date of incorporation) until 30 November 2005
(the 'Continuing Business') and the results of the Flights Group of
companies from 30 August 2005(the date of acquisition) to 30 November 2005
(the 'Acquired Business'). The financial statements have been prepared
under the historical cost convention. Under section 230(4) of the Companies
Act 1985 the Company is exempt from the requirement to present its own
profit and loss account.
2. Turnover
Turnover represents sales to external customers at invoiced amounts
less value added tax. All of the activities of the group are conducted in the
United Kingdom and all are within the transport sector.
3. Losses attributable to Rotala Plc
The company has taken advantage of the exemption allowed under section
230 of the Companies Act 1985 and has not presented its own profit and loss
account in these financial statements. The Group loss for the year includes
a loss after tax of £168,585 which is dealt with in the financial statements
of the parent company.
4. Earnings (loss) per share
The calculation of the basic and diluted loss per share is based on the
earnings attributable to the ordinary shareholders divided by the weighted
average number of shares in issue during the year. The effect of all
potential ordinary shares is not dilutive.
The weighted average number of equity shares in issue is 86,060,538 and the
earnings, being a loss after tax, are £1,148,483.
5. Movement in shareholders' funds:
Group
2005
£
Loss for the year (1,148,483)
Issue of shares 7,693,334
Expenses of share issues (309,530)
________
Net addition to shareholders' funds 6,235,321
Opening shareholders' funds Nil
________
Closing shareholders' funds 6,235,321
________
6. Reconciliation of operating loss to net cash outflow from operating
activities
Period ended
30 November
2005
£
Operating loss (1,190,689)
Depreciation of tangible fixed assets 132,618
Amortisation of goodwill 115,086
Decrease/(increase) in debtors (413,342)
(Decrease)/Increase in creditors (1,603,491)
Decrease in stock 26,396
Profit on disposal of fixed assets (516)
Movement on provisions (161,233)
________
(3,095,171)
________
________
7. Summarised balance sheet of the acquisitions
Book value Fair Value Total
Adjustments
£ £ £
Fixed assets:
Tangible 554,486 - 554,486
Current assets:
Stocks 168,086 - 168,086
Debtors 3,338,738 - 3,338,738
_________ _______ _________
Total assets 4,061,310 - 4,061,310
Creditors:
Due within one year (6,353,712) - (6,353,712)
Provisions for liabilities and charges - (1,708,233)(1,708,233)
_________ ________ _________
Net liabilities (2,292,402) (1,708,233)(4,000,635)
_________ ________ _________
The fair value adjustment arose as a result of a review by the directors of
leases entered into by the previous management of the companies acquired which
led the directors to conclude that the leases are onerous.
8. Post balance sheet events
On 30 December 2005 the company announced that a settlement had been reached
in connection the potential claims by Central Parking System of UK Limited
('CPS') in respect of the Flights Group acquired by Rotala on 30 August 2005
and the claims that Rotala had against S. J. Lawrenson under the acquisition
agreement relating to the Flights Group. S.J. Lawrenson had been the UK
Managing Director of CPS until shortly before the date of the latter
agreement.
The key terms of the settlement were as follows:
The full and final settlement of all claims and complaints between the
parties arising out of the disputed matters once the conditions in the
settlement agreement were satisfied;
• No admission by any of the parties in relation to any allegations made;
• S. J. Lawrenson and Spritto Nominees ('Spritto') (a company controlled by
the former) gave up any deferred share consideration which would otherwise
have become payable under the original acquisition and the loan note issued
as part of the initial consideration was no longer payable by Rotala;
• S. J. Lawrenson gave up his entitlement to 3,700,000 share options which
were granted to him under the acquisition agreement on 30 August 2005.
M.B. Tackley and P. R.Churchman, two other former employees of CPS, also gave
up their entitlements, of 3,500,000 and 3,500,000 share options in Rotala
respectively, granted to them under the acquisition agreement;
• Rotala would effect, and S.J. Lawrenson (acting through Spritto) agreed to,
a sale of Spritto's 46,666,667 ordinary shares in Rotala. The board of Rotala
completed this sale in January 2006;
• The parties agreed that the net proceeds of such a sale were transferred to
CPS or its parent undertaking, Central Parking Corporation ('CPC').
This step was also completed in January 2006;
• Rotala issued loan notes to CPS/CPC to the value of £800,000, repayable in
annual instalments between 31 December 2006 and 31 December 2010;
• Rotala granted to CPS/CPC a warrant over 15,000,000 ordinary shares in
Rotala at an exercise price of 1.5 pence per share, exercisable for a five
year period;
• The Flights Group would settle the amount owing to CPS of £920,000 in
respect of goods and services supplied by that company. Of this amount,
£650,000 was paid on 23 December 2005 and the balance paid on 5 April 2006;
• S.J. Lawrenson would pay CPS the sum of £70,000 and a further sum of
£60,000 within a year; M. B. Tackley and P. R. Churchman would each pay CPS
the sum of £10,000;
• S. J. Lawrenson would resign as a director of Rotala and this he did on
19 January 2006.
Following this settlement, neither S. J. Lawrenson, P.R.Churchman nor M. B.
Tackley had any further connections in any capacity with Rotala or any of its
subsidiaries.
On 30 March 2006 the Company raised £1,625,000 by way of a placing of a
further 108,333,333 shares at 1.5p per share.
On 27 April 2006, the Rotala group acquired the freehold to its 4.5 acre
depot in Birmingham, at a price of £2 million. Finance for this acquisition
was provided by a commercial mortgage of £1.5m on the site.
9. Financial Information
The financial information set out above does not constitute the Company's
statutory accounts, within the meaning of section 240 of the Companies Act
1985, for the period ended 30 November 2005 (but is extracted from those
accounts). Statutory accounts for 2005 have not yet been delivered to the
Registrar of Companies but will be delivered following the Company's Annual
General Meeting. The auditors have reported on those accounts; their reports
were unqualified and did not contain statements under section 237 (2) or (3)
of the Companies Act 1985.
10. Report and Accounts
Copies of the Report and Accounts for the period ended 30 November 2005 are
being sent to shareholders in due course. Further copies will be available
from the Company's registered office at 46 Cannon Street, London, EC4N 6JJ.
For further information, please contact
M:Communications
Nick Fox 020 7153 1530
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