Interim Results-Part Two

Toad PLC 24 July 2001 Notes to the interim statement 1. Basis of preparation The interim statement has been prepared on the basis of the accounting policies set out in the group's statutory accounts. The financial information on the group does not constitute statutory accounts and is not audited. A copy of the group's 2000 statutory accounts has been filed with the Registrar of Companies: the Auditors' opinion on those accounts was unqualified. The interim statement for the six months ended 30 June 2001 was approved by the directors on 23 July 2001. 2. Reconciliation of movements in shareholders funds Unaudited Unaudited six months six months 53 Weeks ended ended ended 31 December 30 June 2001 22 June 2000 2000 £'000 £'000 £'000 Net profit for the period 49 1,352 2,473 Shares issued - 1,508 26 Shares to be issued 2,000 (1,461) 38 Net movement in 2,049 1,399 2,537 shareholders' funds Opening shareholders' 4,639 2,102 2,102 funds Closing shareholders 6,688 3,501 4,639 funds 3. Reconciliation of operating profit to net cash flow from operating activities Unaudited Unaudited six months six months 53 Weeks ended ended ended 31 December 30 June 2001 22 June 2000 2000 £'000 £'000 £'000 Operating profit 528 1,703 3,274 Depreciation of tangible 170 153 315 fixed assets Amortisation of 64 42 83 intangible fixed assets Decrease/(Increase) in (38) (834) (3,147) working capital balances Net cash inflow from 724 1,064 525 operating activities 4. Reconciliation of net cash flow to movement in net debt Unaudited Unaudited six months six months 53 Weeks ended ended ended 31 December 30 June 2001 22 June 2000 2000 £'000 £'000 £'000 (Decrease)/increase in 1,128 (189) (2,605) cash in the period Cash outflow/(inflow) (1,455) 867 2,140 from decrease/(increase) in net debt Changes in net debt (327) 678 (465) resulting from cash flows Loans and finance leases (138) - - acquired with subsidiaries New finance leases (16) - (25) Other - - (51) Movement in net debt in (481) 678 (541) the period Net debt at start of (8,126) (7,585) (7,585) period Net debt at end of period (8,607) (6,907) (8,126) 5.Dividend The directors have not declared an interim dividend. Consolidated balance sheet Unaudited Unaudited 31 December 30 June 2001 22 June 2000 2000 £'000 £'000 £'000 Fixed assets Intangible assets 4,113 1,411 1,479 Tangible assets 2,803 2,751 2,726 6,916 4,162 4,205 Current assets Stocks 4,678 3,409 4,229 Debtors 7,977 6,421 7,356 Cash at bank and in hand 3,802 1,437 1,972 16,457 11,267 13,557 Creditors: amounts falling (12,093) (9,559) (12,004) due within one year Net current assets 4,364 1,708 1,553 Total assets less current 11,280 5,870 5,758 liabilities Creditors: amounts falling (4,641) (2,397) (1,162) due after more than one year Minority interests 49 28 43 Net assets 6,688 3,501 4,639 Capital and reserves Called-up share capital 7,499 7,484 7,499 Share premium account 11,353 11,350 11,353 Share capital to be issued 3,189 1,190 1,189 Profit and loss account (15,353) (16,523) (15,402) 6,688 3,501 4,639 Shareholders' funds Equity 5,909 2,722 3,860 Non-equity 779 779 779 6,688 3,501 4,639 Consolidated cash flow statement Unaudited Unaudited six months six months 53 Weeks ended ended ended 31 December 30 June 2001 22 June 2000 2000 £'000 £'000 £'000 Net cash inflow from 724 1,064 525 operating activities Returns on investments and servicing of finance Interest payable and (478) (337) (681) similar charges Taxation UK Corporation tax - 14 (33) received/(paid) Capital expenditure and financial investment Purchase of intangible (110) fixed assets Purchase of tangible (124) (119) (254) fixed assets Sale of tangible fixed 19 48 63 assets (105) (71) (301) Acquisitions and disposals Purchase of subsidiary (750) - (1) undertakings Cash acquired 282 (468) 0 (1) Cash inflow/(outflow) (327) 670 (491) before financing Financing Issue of shares (net of - 8 26 expenses) Net movement in short (1,973) (800) 358 term borrowings Net movement in long term 3,490 (2,408) borrowings Repayment of principal (62) (67) (90) under finance leases 1,455 (859) (2,114) Increase/(decrease) in 1,128 (189) (2,605) cash in period Consolidated profit and loss account Unaudited 6 months ended 30 June 2001 Unaudited 53 Weeks six months ended ended 22 31 June 2000 December Actra Unaudited 2000 Before Actra before Six goodwill goodwill Goodwill months and & and ended except- except- except- 30 June tionals tionals tionals 2001 £'000 £'000 £'000 £'000 £'000 £'000 Turnover Ongoing 16,804 - - 16,804 16,907 33,557 operations Acquisitions 201 - - 201 - - 17,005 - - 17,005 16,907 33,557 Cost of sales Ongoing (10,032) - - (10,032) (9,488) (18,893) operations Acquisitions (114) - - (114) - - (10,146) - - (10,146) (9,488) (18,893) Gross 6,859 - - 6,859 7,419 14,664 profit Other (5,745) (302) (284) (6,331) (5,716) (11,390) operating expenses Operating profit Ongoing 1,075 (302) (272) 501 1,703 3,274 operations Acquisitions 39 (12) 27 - - 1,114 (302) (284) 528 1,703 3,274 Profit 18 - - 18 8 - on disposal of fixed assets Interest (358) - (120) (478) (337) (704) payable and similar charges Profit 774 (302) (404) 68 1,374 2,570 on ordinary activities before taxation Taxation (25) (25) (50) (140) Profit 749 (302) (404) 43 1,324 2,430 on ordinary activities after taxation Minority 6 - - 6 28 43 interests Profit attributable to members of the parent 755 (302) (404) 49 1,352 2,473 company Earnings 1.05 p (0.42) p (0.56) p 0.07 p 2.0 p 3.58p per share - basic Earnings 1.00 p (0.40) p (0.54) p 0.06 p 1.77 p 3.26p per share - diluted

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