Final Results
Netcentric Systems PLC
26 March 2003
NETCENTRIC SYSTEMS PLC
26 MARCH 2003 - EMBARGOED FOR 7AM
NETCENTRIC SYSTEMS PLC ('Netcentric' or the 'Company')
PRELIMINARY RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2002
CHAIRMAN'S STATEMENT
The Company recorded a group loss after tax of £278,000.
Review
In October 2001, at the beginning of the year, the whole of the Board of
Directors of the Company Netcentric Systems plc (Netcentric) resigned except for
Gerard Thompson. John May, FCA, was appointed as Finance Director and I was
appointed Chairman. We introduced a 'rescue package' for the Company, which
involved a successful Company Voluntary Arrangement (CVA) for the operating
subsidiary, and the re-negotiation and challenging of the Group's debts in order
to create a company with sufficient cash to attract a new business for a '
reverse' takeover.
Prior to those Board appointments, the Company had licensed for three years the
continued development and sale in Europe of the Lychee(R) product to a company
managed by Netcentric's former sales manager in return for a commission payment
on all sales within the defined territory. It should be borne in mind that the
exploitation of this product is not expected to produce significant income for
the Company and the arrangement has not featured in our plans for of the future
of the Company. The Board has concentrated its efforts on the 'clean-up' process
and finding a new business to inject into the Company.
As mentioned above, the new Board has taken steps to conserve the remaining cash
in the Company and to collect cash owing to the company from debtors and the
Inland Revenue, and instituted a CVA for the principal operating subsidiary,
Netcentric Systems (Europe) Limited. Since the Company was unable to issue its
own shares, at less than par value, to creditors in the CVA in lieu of debt, the
creditors of Netcentric Systems (Europe) Limited were offered 10 pence in the
pound in cash and 90 pence in the pound in London & Boston Investments plc
shares, a major shareholder in Netcentric Systems plc and a Company of which I
am also Chairman. The CVA was approved by creditors on 26 November 2001 and
became effective as of that date. L&Bi has accepted Netcentric shares in
repayment of the debt created in this way with the result that it now has 48.94%
of Netcentric. A Rule 9 waiver was approved by shareholders on 22 July 2002 in
respect to this transaction.
Also in November 2001, Pricewaterhouse Coopers resigned their position as the
Company's auditors and new auditors, Milsted Langdon, were invited and accepted
the position.
We have shareholders' approval, to reconstruct the Company's share capital and
this process was confirmed by the Isle of Man Courts. We are pushing forward
with our plans to find a suitable business to reverse into the Company so that
new value may be created for our shareholders and so that the full value of the
Company's AIM listing can be utilised. We are in discussions with a number of
parties with a view to the reverse of a new business into the Company.
During the year we were joined by two experienced Non Executive Directors - Paul
Hughes ACIB and Emanuel Mond. The first stage of our resurrection of the
Company's fortunes is complete and I hope that we will be able to make an
announcement about a suitable acquisition in due course.
On a personal note; I am particularly grateful to both John May and Gerry
Thompson for their dedication to the task we set ourselves and for their lateral
and creative thinking in bringing the Company back to viability.
S A Komlosy
Chairman, 25 March 2003
GROUP PROFIT AND LOSS ACCOUNT
for the year ended 30 September 2002
2002 2001
£'000 £'000 £'000 £'000
TURNOVER
Continuing operations 11 435
Discontinued operations 22 557
------- -------
TOTAL TURNOVER 33 992
Cost of sales - (411)
------- -------
GROSS PROFIT 33 581
Net operating expenses (945) (5,279)
OPERATING LOSS
Continuing operations (558) (4,889)
Discontinued operations (354) 191
------ -------
(912) (4,698)
Exceptional operating costs - (238)
------- -------
TOTAL OPERATING LOSS (912) (4,936)
Loss on disposal of subsidiary - (109)
Release of provision for future losses and fixed asset
writedowns 341 4,587
------- -------
LOSS ON ORDINARY ACTIVITIES BEFORE INTEREST
(571) (458)
Interest income 27 76
Interest payable and similar charges (10) (272)
------- -------
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (554) (654)
Taxation 276 6
------- -------
LOSS FOR THE YEAR (278) (648)
------- -------
LOSS PER SHARE - BASIC 0.44p 0.25p
------- -------
- DILUTED 0.44p 0.25p
------- -------
STATEMENT OF GROUP TOTAL RECOGNISED GAINS AND LOSSES
for the year ended 30 September 2002
Notes 2002 2001
£'000 £'000
Loss for the financial year (278) (648)
Prior year adjustments 32 - (8,190)
------- --------
Total gains and losses recognised in the accounts since the
last annual report
(278) (8,838)
------- --------
NOTE OF GROUP HISTORICAL COST PROFIT AND LOSSES
for the year ended 30 September 2002
2002 2001
£'000 £'000
Loss on ordinary activities before taxation (554) (654)
Realisation of property revaluation gains of previous years 75 14
--------- ---------
Historical cost loss on ordinary activities before taxation (479) (640)
--------- ---------
Historical cost loss on ordinary activities after taxation (203) (634)
--------- ---------
BALANCE SHEET
at 30 September 2002
GROUP COMPANY
2002 2001 2002 2001
£'000 £'000 £'000 £'000
FIXED ASSETS
Intangible assets - - - -
Tangible assets - 1,760 - 1,760
Investments 158 - 511 1,339
-------- -------- -------- --------
158 1,760 511 3,099
CURRENT ASSETS
Debtors 631 494 623 412
Cash at bank 46 747 36 352
-------- -------- -------- --------
677 1,241 659 764
CREDITORS: amounts falling due within one year (207) (2,248) (552) (3,508)
-------- -------- -------- --------
NET CURRENT ASSETS/(LIABILITIES)
470 (1,007) 107 (2,744)
-------- -------- -------- --------
TOTAL ASSETS LESS CURRENT LIABILITIES
628 753 618 355
PROVISIONS - (341) - -
-------- -------- -------- --------
NET ASSETS 628 412 618 355
-------- -------- -------- --------
Represented by:
CAPITAL AND RESERVES
Called up share capital 13,181 12,737 13,181 12,737
Reserves (12,553) (12,325) (12,563) (12,382)
-------- -------- -------- --------
SHAREHOLDERS' FUNDS 628 412 618 355
-------- -------- -------- --------
GROUP CASH FLOW STATEMENT
for the year ended 30 September 2002
2002 2001
£'000 £'000
OPERATING ACTIVITIES
Net cash outflow from continuing operating activities (685) (4,236)
Net cash (outflow)/inflow from discontinued operating activities
(353) 191
--------- ---------
NET CASH OUTFLOW FROM OPERATING ACTIVITIES (1,038) (4,045)
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received 27 76
Interest paid (10) (272)
--------- ---------
17 (196)
TAXATION
Isle of Man taxation paid - (4)
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Purchase of tangible fixed assets - (312)
Sale of tangible fixed assets 1,759 2,766
Sale of investments - 180
--------- ---------
1,759 2,634
--------- ---------
ACQUISITIONS AND DISPOSALS
Sale of subsidiaries - 43
Loan/(cash) transferred on sale - 2,122
--------- ---------
- 2,165
--------- ---------
NET CASH INFLOW BEFORE FINANCING 738 554
FINANCING
Decrease in debt (1,350) (3,023)
--------- ---------
(1,350) (3,023)
--------- ---------
DECREASE IN CASH IN THE YEAR (612) (2,469)
--------- ---------
NOTES TO THE FINANCIAL STATEMENTS - 30 SEPTEMBER 2002
1. SEGMENTAL ANALYSIS BY CLASS OF BUSINESS
Turnover Loss before taxation Operating net assets
2002 2001 2002 2001 2002 2001
£'000 £'000 £'000 £'000 £'000 £'000
Investment properties 28 802 (162) (431) 323 1,825
IT solutions 5 190 (29) - 257 (705)
Common costs - - (363) (223) - -
------ ----- ------ ------- ------ -------
33 992 (554) (654) 580 1,120
------ ----- ------ -------
Cash at bank 46 731
Borrowings - (1,439)
------ -------
Net assets 626 412
------ -------
2. SEGMENTAL ANALYSIS BY GEOGRAPHICAL AREA
The whole of the Group's turnover and loss before taxation arise within the Isle
of Man and United Kingdom. Similarly, all net assets are in the Isle of Man and
United Kingdom with the exception of the outstanding loan to Harrell Hospitality
Group inc. of £103,000 which is a company based in the United States of America.
3. EXCEPTIONAL ITEMS
2002 2001
£'000 £'000
- (109)
Loss on sale of Manx Crawley Limited
Release of provision for future losses and fixed asset writedowns 341 4,587
------- -------
Provisions for future losses had been made in accordance with the requirements
of break-up basis accounting regarding Netcentric Systems (Europe) Limited. No
further losses are anticipated.
4. LOSS PER ORDINARY SHARE
The calculation of loss per ordinary share is based upon a loss after taxation
of £278,000 (2001: £648,000) and on 63,592,418 being the weighted number of
ordinary shares in issue during the year (2001: 254,743,956).
Share options and warrants do not have a dilutive effect.
5. REPORT & ACCOUNTS
The financial information set out above does not constitute statutory accounts
within the meaning of Section 6 and Schedule 1 of the Isle of Man Companies Act
1982. Statutory financial statements for the financial year ended 30 September
2002 will be delivered to the Registrar of Companies.
The Report and Accounts will be posted to the shareholders shortly and will be
available from 133 Ebury Street, London, SW1W 9QV.
6. ANNUAL GENERAL MEETING
The Annual General Meeting will be held at the offices of Wallace and Partners,
1 Portland Place, London W1B 1PN at 5.00pm on 25 April 2003.
This information is provided by RNS
The company news service from the London Stock Exchange
Wednesday, 18th December 2024
COMPANIES COVERED:
Latest directors dealings
- 12 minutes ago Ricardo
- 15 minutes ago AJ Bell
- 30 minutes ago Chemring Group
- 30 minutes ago Chemring Group
- 30 minutes ago Chemring Group