Final Results
Avingtrans PLC
28 September 2001
Avingtrans Plc
Chairman's Statement
for the year ended 31 May 2001
I am pleased to announce the consolidated results of Avingtrans plc (formerly
known as Frank Usher Holdings plc) for the 12 months to 31 May 2001. As you
are aware from previous announcements we sold all the Group's trading
activities on 1 December 2000 for a net cash sum of approximately £4,500,000
with a further £503,000 due from Frank Usher Ltd. The subsequent receivership
of Frank Usher Ltd continues and while as yet unquantified, it would appear
that the liquidator will be in a position to pay a dividend to the ordinary
creditors at some point in the future, although all amounts receivable from
Frank Usher Limited have been provided for in the accounts.
Results
The results reported cover the original Group's trading to 1 December 2000,
together with the skeleton operations that have continued since. Losses on
ordinary activities before tax were £1,781,000 (2000: £352,000 profit).
Earnings per share were a negative 28.2p (2000: 4.4p). The costs of the
continuing business have been covered by the interest receivable in the period
post disposal.
Dividend
The board are not proposing to pay a dividend.
Review of the year
At the time of the Disposal, I announced that your Board, in conjunction with
its advisers Bridgewell Corporate Finance Limited, would be seeking
opportunities for an acquisition by the Group and suggested that we would be
primarily looking in the Telecoms, Media and Technology sectors. Since that
time, there has been a sea change in sentiment within the markets as regards
these sectors, and we have been sensitive to that. As a result, we have
altered the focus of our search to concentrate on more mature sectors and we
continue to seek an acquisition that offers an opportunity for long term
growth in shareholder value.
In this time of continuing market volatility, we are aware that the relative
value of cash is increasing and we feel that recent events in the markets have
vindicated our decision not to rush into an acquisition and risk eroding
shareholder value. We have looked at a number of companies in detail but will
not acquire a business until we are satisfied that it offers a desired
combination of a successful history, solid growth prospects and a reasonable
mitigation of risk.
The future
Given the current levels of uncertainty, your board retains an open mind as to
its strategic options, but we continue to review opportunities and are
confident of being able to make further announcements in the near future.
J J Hamer
28 September 2001
Consolidated profit and loss account
for the year ended 31 May 2001
Total Total
Note 2001 2000
£'000 £'000
Turnover
Continuing operations - -
Discontinued operations 8,124 18,238
8,124 18,238
Cost of sales
Continuing operations - -
Discontinued operations (5,496) (11,848)
(5,496) (11,848)
Gross profit
Continuing operations - -
Discontinued operations 2,628 6,390
2,628 6,390
Net operating expenses
Continuing operations (134) (109)
Discontinued operations (2,971) (5,859)
(3,105) (5,968)
Operating profit/(loss) (477) 422
Loss on sale of subsidiary undertakings 2 (1,379) -
Profit/(loss) on ordinary activities before interest (1,856) 422
Interest receivable 132 13
Interest payable (57) (83)
Profit/(loss) on ordinary activities before taxation (1,781) 352
Tax on profit on ordinary activities - (74)
Profit/(loss) for the financial year (1,781) 278
Dividends - (190)
Retained profit/(loss) transferred to reserves (1,781) 88
Earnings/(loss) per ordinary share - basic 1 (28.2p) 4.4p
Earnings/(loss) per ordinary share - diluted (28.2p) 4.4p
Consolidated balance sheet
as at 31 May 2001
Note 2001 2001 2000 2000
£'000 £'000 £'000 £'000
Fixed Assets
Tangible assets - 3,848
Current assets
Stocks - 2,262
Debtors 1 2,570
Cash at bank and in hand 4,457 435
4,458 5,267
Creditors (amounts falling due within one year) (108) (2,939)
Net current assets/(liabilities) 4,350 2,328
Total assets less current liabilities 4,350 6,176
Deferred taxation - (45)
Net assets 4,350 6,131
Capital and reserves
Called up share capital 316 316
Share premium account 3,247 3,247
Capital redemption reserve 813 813
Other reserves 180 180
Profit and loss account (206) 1,575
Total shareholders' funds 4 4,350 6,131
Avingtrans Plc
Consolidated cash flow statement
for the year ended 31 May 2001
Note 2001 2000
£'000 £'000
Net cash inflow from operating activities 3 37 1,240
Returns on investments and servicing of finance
Interest received 132 13
Interest paid (57) (83)
75 (70)
Taxation
UK corporation tax paid (10) (355)
Capital expenditure
Purchase of tangible fixed assets (113) (338)
Disposal of tangible fixed assets - 8
Disposals
Net proceeds from sales of operating subsidiaries 299
Net overdraft balance of subsidiaries sold 4,377 -
Equity dividends paid (63) (379)
Increase in cash 4,602 106
Notes
for the year ended 31 May 2001
1. Basic earnings per share and diluted earnings per share are based on a loss
of £1,781,000 (2000 earnings £278,000) and 6,322,531 (2000: 6,322,531)
being the weighted average number of shares in issue during the period.
2. Loss on disposal:
On 1 December 2000, the company disposed of its operating subsidiaries,
Frank Usher Limited. Frank Usher (Canada) Limited and GMB Contracts
Limited.
The purchase consideration was structured to allow for an aggregate sum of
£6,900,000 comprising a dividend of £2,933,000, the repayment of a
property loan of £3,127,000 and a payment for the shares of Frank Usher
Limited of £840,000. The repayment of the property loan was subject to a
retention of £100,000.
In addition it was agreed between Avingtrans Plc and Frank Usher Limited
that the sum of approximately £1,750,000 owed by Avingtrans Plc to Frank
Usher Limited would be set off against the repayment of property loan
mentioned above. Therefore a net £1,377,000 was due to Avingtrans Plc in
respect of the property loan.
When Frank Usher Limited went into receivership, £403,000 of the net
amount due in respect of the repayment of the property loan was still
outstanding. This amount together with the £100,000 retention referred to
above meant that £503,000 was owed by Frank Usher Limited to Avingtrans
Plc. This amount has been written off in the accounts.
The loss on disposal is analysed below:
£'000
Payment for shares 840
Transaction costs (541)
299
Net assets disposed of (1,220)
Write off of deferred tax provision 45
Write off of amounts receivable from Frank Usher Limited (503)
Loss on disposal (1,379)
3. Net cash inflow from operating activities
2001 2000
£ £
'000 '000
Operating profit/(loss) (477) 422
Depreciation charges 131 263
Loss on disposal of tangible fixed assets - 5
Effect of foreign exchange rate changes - 26
(Increase)/decrease in stocks (228) 156
(Increase)/decrease in debtors 52 314
Increase in creditors 559 54
Net cash inflow 37 1,240
4. Reconciliation of movements in shareholders' funds
£'000
Loss for the year (1,781)
Shareholders' funds at 1 June 2000 6,131
Shareholders' funds at 31 May 2001 4,350