Final Results

Avingtrans PLC 12 September 2002 Avingtrans plc Final results for the year to 31 May 2002 Avingtrans plc ('Avingtrans' or 'the Company') today announces its preliminary results for the 12 months ended 31 May 2002. Highlights 2002 2001 £'000 £'000 Operating loss before exceptional items (232) (3,105) Loss on ordinary activities before and after taxation (309) (1,781) Loss per share (basic and diluted) (4.9p) (28.2p) Kenneth Baker (Chairman) commented 'These results cover the period during which Avingtrans had no operating businesses. Since that time, the Company has acquired the Jenaer group of companies and now operates in the precision engineering services sector. Your Board will use all their combined experience to build the group over the next few years with the objectives of generating long-term earnings per share growth, cash generation and a sustainable dividend policy. I am confident the Jenaer Group acquisition will provide a sound base for this ambitious strategy.' Enquiries: Avingtrans Ken Baker 07836 385281 Bridgewell Corporate Finance Greg Aldridge 020 7003 3102 Chairman's Statement I am pleased to announce the results of Avingtrans plc for the 12 months ended 31 May 2002. Review of the Year During the year to 31 May 2002, Avingtrans had no operating business with its only income being that of interest on bank deposits. Your Board spent the year organising its cost structure and balance sheet and seeking business opportunities that were reasonably valued and offered an opportunity for long-term growth in shareholder value. Over fifty business opportunities brought to the board by its directors and advisors were reviewed and in a number of cases discussions were entered into. Additionally a number of investment programmes were considered including a return of cash to shareholders. In May 2002, Avingtrans moved on to the AIM market to reduce costs and to facilitate a future transaction. On 31 May 2002, Avingtrans announced the proposed acquisition of the Jenaer group of companies (comprising Jenaer Gewindetechnik GmbH, Germany, Jena-Tec Inc., USA, Jena Rotary Technology Ltd, UK and C&H Precision Finishers Limited, UK) (the 'Jenaer Group') from Ferraris Group plc. The acquisition of the Jenaer Group was approved by shareholders at an EGM held after the year-end on the 28 June 2002 and completed on 30 June 2002. The results announced today cover the period prior to the completion of the acquisition, when Avingtrans had no trading business. Results During the year to 31 May 2002, the company lost £309,000 (2001: £1,781,000 loss). Since the company had no operating activities during the year and relied for income on interest from its cash reserves. This income was affected by the lower interest rates. Pre-exceptional losses after interest were £43,000 (2001: £1,781,000). Earnings per share were a negative 4.9p (2001: negative 28.2p). Dividend The Board are not proposing to pay a dividend (2001: Nil). The Acquisition The Jenaer Group operates in the precision engineering services sector, most notably manufacturing and servicing recirculating ball screw actuators and spindles for the US and EU machinery and medical equipment markets and sizing and final polishing operations on turbine and compressor blades and vanes for the EU aerospace and power generation market. Avingtrans acquired the Jenaer Group for cash considerations of £3m and incurred £550,000 of professional fees in the transaction process. The acquired companies had sales of £5.78m and made a profit before tax and management charges in the year to 31 August 2001 of £1.1m. The downturn in the US economy during 2001 and the general slowdown in investment in Europe significantly reduced performance in the Jenaer Group after August 2001 and the previous owners reported losses of £113,000 for the companies in the six months to 28 February 2002. Current Trading At the time of the acquisition, we announced that in the eight months since 31 August 2001, the acquired companies have traded above break even (before redundancy costs). Since owning the companies, order levels and sales have improved across the group and the group has traded profitably and generated cash. The Board The board of directors during the year ended 31 May 2002 consisted of Mr Jeremy Hamer (Chairman), Mr Stephen Bruh (Executive Director and Company Secretary) and myself as a non-executive director. As part of the acquisition process, Mr Bruh's service contract was terminated and fully paid up including outstanding pension rights. Mr Bruh, a member of the founding family and controlling shareholders of Frank Usher Holdings, continues on the board as a non-executive director and provides a valuable link between the original shareholders and the new company. Immediately following completion of the acquisition on 30 June 2002, Mr Hamer stood down as chairman and I was appointed to succeed him. Mr Hamer has also agreed to remain on the board as a non-executive director, where his knowledge of the Company's affairs from Frank Usher through the cash shell status to the new operating company will be invaluable. Following completion of the acquisition Steven Lawrence, who has been running the Jenaer Group for the last 8 years, was appointed to the board. Steven, who has an MBA from Leicester University, is a welcome addition to the board, which will benefit from his management experience and from his input on opportunities in the industries the Jenaer Group serves. The current team composition of the board was recently completed by the appointment of Stephen King B.Eng., ACA, as Financial Director and Company Secretary. Stephen joins the board from PricewaterhouseCoopers where he has extensive experience of the management, audit and acquisition processes. The Future We are beginning a new chapter for Avingtrans plc as an AIM listed company in the engineering support services sector. Your Board will use all their combined experience to build the group over the next few years with the objectives of generating long-term earnings per share growth, cash generation and a sustainable dividend policy. I am confident the Jenaer Group acquisition will provide a sound base for this ambitious strategy. Kenneth Baker Chairman Profit and loss account for the year ended 31 May 2002 2002 2001 Notes £'000 £'000 Turnover Discontinued operations - 8,124 - 8,124 Cost of sales Discontinued operations - (5,496) - (5,496) Gross profit Discontinued operations - 2,628 - 2,628 Net operating expenses (including exceptional items) Continuing operations (498) (134) Discontinued operations - (2,971) (498) (3,105) Operating loss before exceptional items (232) (3,105) Exceptional items 3 (266) - Operating loss (498) (477) Loss on sale of subsidiary undertakings 4 - (1,379) Loss on ordinary activities before interest (498) (1,856) Interest receivable 190 132 Interest payable (1) (57) Loss on ordinary activities before and after taxation (309) (1,781) Loss for the financial year (309) (1,781) Retained loss transferred to reserves (309) (1,781) Loss per ordinary share - basic and diluted 1 (4.9p) (28.2p) Balance sheet as at 31 May 2002 Notes 2002 2001 £'000 £'000 Fixed assets Investments 2 212 - Current assets Debtors 1 1 Cash at bank and in hand 4,080 4,457 4,081 4,458 Creditors - (Amounts falling due within one year) (252) (108) Net current assets 3,829 4,350 Total assets less current liabilities 4,041 4,350 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 (515) (206) Total shareholders' funds 7 4,041 4,350 Cash flow statement for the year ended 31 May 2002 Notes 2002 2001 £'000 £'000 Net cash (outflow)/inflow from operating activities 5 (388) 37 Returns on investments and servicing of finance Interest received 190 132 Interest paid (1) (57) Net cash inflow from returns on investments and servicing of finance 189 75 Taxation - (10) Capital expenditure Purchase of tangible fixed assets - (113) Acquisition and disposals Purchase of subsidiary undertaking 2 (212) - Net proceeds from sale of operating subsidiaries - 3,232 Net overdraft balance of subsidiaries sold - 1,444 Equity dividends paid to shareholders - (63) Management of liquid resources - - (Decrease)/increase in cash 6 (411) 4,602 Notes 1. Earnings per share Basic earnings per share and diluted earnings per share are based on a loss of £309,000 (2001 loss £1,781,000) and 6,322,531 (2001: 6,322,531) being the weighted average number of shares in issue during the period. 2. Post balance sheet event On 30 June 2002 the company completed the purchase of the Jenaer Group (Note 3) for a consideration of £3m and £550,000 of professional expenses. The companies acquired operate in the precision engineering services sector. The acquired companies had £3.1m of net assets, including £625,000 of borrowings and made a profit in the year to August 2001 of £1.1m. Within the £550,000 of professional fees referred to above, £212,000 was in incurred before the year-end. These costs have been capitalised and are shown as investments in the balance sheet. A further £231,000 (Note 3) of internally generated costs, which have been treated as exceptional costs, are also related to the purchase of the Jenaer Group. 3. Exceptional charges 2002 2001 £'000 £'000 Exceptional charges Acquisition costs (Note 2) 231 - Frank Usher Limited receivership 35 - 266 - Acquisition costs relate to the compensation of a director for loss of office as part of the purchase agreement in the purchase of the Jenaer Group (Note 2) The Frank Usher Limited cost relates to professional fees incurred as a result of Frank Usher Limited going into receivership. 4. Loss on disposal On 1 December 2000, the company disposed of its then operating subsidiaries Frank Usher Limited, Frank Usher (Canada) Limited and GMB Contractors Limited. 5. Net cash (outflow)/inflow from operating activities 2002 2001 £'000 £'000 Operating loss (498) (477) Depreciation charges - 131 Increase in stocks - (228) Decrease in debtors - 52 Increase in creditors 110 559 Net cash (outflow) / inflow (388) 37 6. Analysis of net funds 1 June Cash 31 May 2001 flow 2002 £'000 £'000 £'000 Cash at bank and in hand 4,457 (377) 4,080 Bank overdrafts and loans - (34) (34) Net funds 4,457 (411) 4,046 7. Reconciliation of movements in shareholders' funds £'000 Loss for the year (309) Shareholders' funds at 1 June 2001 4,350 Shareholders' funds at 31 May 2002 4,041 This information is provided by RNS The company news service from the London Stock Exchange

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Avingtrans (AVG)
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