Final Results
Cater Barnard PLC
05 February 2004
FOR IMMEDIATE RELEASE 5 February 2004
Cater Barnard plc
('Cater Barnard' or the 'Company')
PRELIMINARY RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2003
CHAIRMAN'S STATEMENT
Dear Shareholder,
I am pleased to report an improvement in the operating performance of the
Company during the year under review.
The Company also acquired a 40% shareholding in Navitas Hemway Limited
('Navitas'), a property support services company. The Company also holds an
option to acquire the balance of 60% of Navitas anytime up to 7 October 2004. We
believe that the highly fragmented nature of this industry sector will give rise
to various acquisition opportunities. The Company is actively pursuing these,
albeit at early stages of development.
In order to pursue these opportunities the Company has appointed Mr. David
Williams as Executive Director. Mr. Williams has extensive experience in the
property support services sector having served on the board of numerous
facilities management companies.
Mr. Aidan Mills-Thomas was appointed Non-Executive Director to replace Adrian
Stecyk who retired during the year. Since the year end the Company has completed
the policy of divestment of its non-core investments and the only significant
shareholding remaining as at 30 September 2003 is the shareholding in Dialog
Group, Inc. ('Dialog'). The Board has entered into an option agreement to sell
this investment for a minimum of
US$ 2,547,632 to Sterling Financial Securities Limited. Provided the option is
exercised, this will produce a substantial improvement to the current written
down value of Dialog of £261,974.
In the year ended 30 September 2003, turnover increased 20.5% to £944,263 (2002:
£783,494). Administrative costs reduced significantly to £961,166 (2002
£1,506,793). Loss before tax and loss per share amounted to £6,874,982 (2002:
loss £13,287,515) and (0.87)p (2002: (2.45)p) respectively.
Shareholders funds reduced to £401,912 (2002: £7,247,669). This loss is
primarily due to the £6,718,736 write down of the value of the investment in
Dialog, and is required to reflect its current stock market valuation. At the
year -end the Group had net cash of £97,724.
Since the year-end, Global Investments Limited has subscribed for £316,000 of
new Cater Barnard Ordinary Shares ('Ordinary Shares') at the then mid-market
price of 0.316p per Ordinary Share and entered into a convertible loan agreement
under which the Company can require it to subscribe for a further £171,323 of
new Ordinary Shares at the same price. In addition, the initial investment in
Navitas was made wholly by the issue of 52,533,333 new Ordinary Shares at 0.5p
per Ordinary Share, improving the net asset value of the Company to £1,151,901
on a pro forma basis as at 30 September 2003.
The future strategy of the Company will be to become a leading provider of
services to the property support services sector both through acquisition and
organic growth
I would like to take this opportunity to thank staff and advisers for their
continued support and look forward to the future with confidence.
Stephen Dean
Chairman
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Year ended 30 September 2003
Goodwill &
Investments Trading 2003 2002
£ £ £ £
TURNOVER -
Continuing - 944,263 944,263 783,494
COST OF SALES - (120,344) (120,344) (96,735)
_________ _______ ________ _________
GROSS PROFIT - 823,919 823,919 686,759
Administrative
expenses - (961,166) (961,166) (1,506,793)
Goodwill impairment
write off (19,600) - (19,600) (1,056,848)
_________ _________ _________ _________
OPERATING LOSS (19,600) (137,247) (156,847) (1,876,882)
Continuing (156,847) (1,876,882)
Losses on fixed
asset investments (6,718,737) - (6,718,737) (11,362,440)
Interest receivable
and similar income - 24,951 24,951 85,362
Interest payable and
similar charges - (24,349) (24,349) (133,555)
___________ ________ __________ _________
LOSS ON ORDINARY
ACTIVITIES BEFORE
TAXATION (6,738,337) (136,645) (6,874,982) (13,287,515)
__________ ________
Tax on loss on
ordinary activities - 305,825
___________ _________
LOSS ON ORDINARY
ACTIVITIES AFTER
TAXATION (6,874,982) (12,981,690)
Minority interest 39,128 209,869
___________ _________
Retained LOSS for the
financial YEAR (6,835,854) (12,771,821)
___________ ________
Loss per Ordinary
Share (Note 1) (0.87)p (2.45p)
_____ ____
Diluted loss per
Ordinary Share (Note 1) (0.87)p (2.45p)
_____ ____
All activities derive from continuing
operations.
CONSOLIDATED BALANCE SHEET
As at 30 September 2003
2003 2002
£ £
FIXED ASSETS
Tangible assets 11,183 35,020
Investments 261,975 8,629,307
_________ _________
273,158 8,664,327
_________ _________
CURRENT ASSETS
Trade investments 365,245 -
Debtors 419,634 364,906
Cash at bank and in hand 101,175 18,678
_________ _________
886,054 383,584
CREDITORS: amounts falling due (636,514) (1,578,912)
within one year
_________ _________
NET CURRENTASSETS/( LIABILITIES) 249,540 (1,195,328)
_________ _________
TOTAL ASSETS LESS CURRENT LIABILITIES 522,698 7,468,999
CREDITORS: amounts falling due
after more than (42,656) (139,515)
one year
Equity minority interest (78,130) (81,815)
________ _________
NET ASSETS 401,912 7,247,669
________ _________
CAPITAL AND RESERVES
Called up share capital 7,862,386 7,862,386
Share premium account - 13,103,185
Other reserve 156,953 -
Profit and loss account (7,617,427) (13,717,902)
_________ _________
EQUITY SHAREHOLDERS' FUNDS 401,912 7,247,669
_________ _________
Net assets per Ordinary Share 0.051p 0.92p
______ ______
CONSOLIDATED CASH FLOW STATEMENT
Year ended 30 September 2003
2003 2002
Note £ £
Net cash outflow from operating 3 (654,720) (1,030,326)
activities
Returns on investments and servicing of
finance
Interest received 24,951 85,362
Interest paid (24,349) (133,555)
________ ________
Net cash inflow/(outflow) from 602 (48,193)
returns on
Investments and servicing of
finance
________ ________
Taxation Paid - -
________ ________
Capital expenditure and financial
Investment
Payments to acquire tangible fixed (2,209) (33,287)
assets
Receipts from sales of tangible 31,420 34,678
fixed assets
Payments to acquire investments (1,857,826) (3,296,817)
Receipts from sales of investments 3,077,826 1,831,753
_________ __________
Net cash inflow/(outflow) from investing 1,249,211 (1,463,673)
activities
_________ __________
Acquisitions and disposals
Purchase of subsidiary undertakings (185,806) -
Proceed of part disposal of 280,000 -
subsidiary
_________ _________
Net cash outflow from acquisitions 94,194 -
and
Disposals
_________ _________
Net cash inflow/(outflow) before 689,287 (2,542,192)
financing
_________ _________
Financing
Issue of ordinary share capital - 6,198,929
Debt finance (repaid) (96,859) (4,060,485)
Expenses on issuing equity share /
conversion of (9,903) (243,651)
share premium
_________ _________
Net cash (outflow)/inflow from (106,762) 1,894,793
financing
_________ _________
Increase/(decrease) in cash in the 582,525 (647,399)
year
_________ _________
PRO FORMA BALANCE SHEET
As at 30 September 2003
Original Debt Loan to Navitas Pro Forma
converted be investment
converted
(note i) (note ii) (note iii)
£ £ £ £ £
FIXED ASSETS
Tangible assets 11,183 11,183
Investments 261,975 262,666 524,641
_________ _________
273,158 535,824
_________ _________
CURRENT ASSETS
Trade investments 365,245 365,245
Debtors 419,634 419,634
Cash at bank and
in hand 101,175 101,175
_________ _________
886,054 886,054
CREDITORS:
amounts
falling due (636,514) 316,000 171,323 (149,191)
within
one year
_________ _________
NET CURRENTASSETS 249,540 736,863
_________ _________
TOTAL ASSETS LESS
CURRENT
LIABILITIES 522,698 1,272,687
CREDITORS:
amounts (42,656) (42,656)
falling due after
more than one
year
Equity minority
interest (78,130) (78,130)
________ ________ ________ ________ ________
NET ASSETS 401,912 316,000 171,323 262,666 1,151,901
________ ________ ________ ________ ________
CAPITAL AND
RESERVES
Called up share
capital 7,862,386 100,000 54,216 52,533 8,069,135
Share premium
account - 216,000 117,107 210,133 543,240
Other reserve 156,953 156,953
Profit and loss
account (7,617,427) (7,617,427)
_________ _________ _________ _________ _________
EQUITY
SHAREHOLDERS'
FUNDS 401,912 316,000 171,323 262,666 1,151,901
_________ _________ _________ _________ _________
Notes
i) Subscription by Global Investments Limited ('Global') for £316,000 of new
Ordinary Shares at 0.316p each
ii) Undertaking by Global to subscribe for £171,323 of new Ordinary Shares at
0.316p each
iii) Initial payment for 40% investment in Navitas satisfied by the issue of
52,533,333 new Ordinary Shares at 0.5p each
NOTES
1 Loss Per Ordinary Share
Basic loss per Ordinary Share is calculated by dividing the losses attributable
to ordinary shareholders by the weighted average number of Ordinary Shares
during the period. Diluted loss per Ordinary Share is calculated by adjusting
the weighted average number of Ordinary Shares in issue on the assumption of
exercise of all options or warrants to subscribe for new Ordinary Shares, where
the exercise price is less than the average price of the Company's Ordinary
Shares during the period.
2003 2002
£ £
Loss attributable to ordinary shareholders (6,835,854) (12,771,821)
________ _______
Weighted average number of Ordinary Shares ('000) 786,238 521,214
Dilutive share options and warrants ('000) - -
________ _______
Adjusted weighted average number of Ordinary
Shares ('000) 786,238 521,214
________ _______
Basic and fully diluted loss per Ordinary Share (0.87)p (2.45)p
_______ _______
2 Post Balance Sheet Events
On 7 October 2003 the Company granted an option to Sterling Securities
International Limited to purchase the Company's remaining investment in Dialog
an American information services business, quoted on the Nasdaq OTCBB. The
option expires on 30 September 2005, and is exercisable at a price of 171/2
cents per Dialog ordinary share during the first year and 20 cents per Dialog
ordinary share during the second year, plus 10% of any net gain made by Sterling
Securities International Limited on a short term resale of any Dialog ordinary
shares so acquired.
The company has agreed to lend up to £300,000 from its cash resources to
Navitas, a Crewe-based company providing facilities maintenance services to
businesses. A sum of £300,000 has since been advanced under the facility to
Navitas. Sums advanced carry interest at 7.8% and are repayable on 7 October
2004.
Cater Barnard has also been granted an option over the entire issued share
capital of Navitas, exercisable at any time up to 7 October 2004. On 28
November, Cater Barnard plc exercised its option over 40% of the share capital
of Navitas. The price for the 40% interest in Navitas is £788,000 subject to
Navitas achieving profits before tax of £560,000 in any 12 month period up to 30
June 2005. The consideration reduces proportionately for any shortfall in
profits. The consideration is wholly payable by the issue of new ordinary shares
in Cater Barnard at 0.5p per share. David Williams and Aidan Mills-Thomas are
related parties in respect of Navitas. The exercise of the balance of this
option would be subject to approval by the Company's shareholders.
On 24 November 2003 Global Investments Limited converted £316,000 of its debt
into new Cater Barnard Ordinary Shares at a price of 0.316p. The company also
entered into an agreement under which the balance of this debt can be converted
into new Cater Barnard Ordinary Shares.
On 5 December 2003, the Company completed the sale of its entire holding in
Cater Barnard (USA) plc, and therefore this business ceased to be a subsidiary.
3 Net cash outflow from operating activities
2003 2002
£ £
Operating loss (156,847) (1,876,882)
Depreciation charge 2,865 18,201
Amortisation - 105,748
Goodwill impairment 19,600 1,056,848
Profit on disposal of fixed assets (8,240) -
(Increase)/decrease in debtors (54,728) 779,518
Decrease in creditors (457,370) (1,113,759)
_______ ________
Net cash outflow from operating activities (654,720) (1,030,326)
_______ ________
4 The financial information set out in this document does not
constitute statutory group accounts.
5 The above financial information for the year ended 30 September 2003
and 2002 has been extracted from the statutory accounts for those years on which
the auditors gave an unqualified opinion. Statutory accounts for the year ended
30 September 2002 have been delivered to the Registrar of Companies. The
statutory accounts for the year ended 30 September 2003 will shortly be posted
to shareholders and, after being laid before the Annual General Meeting, will be
delivered to the Registrar of Companies.
6 The preliminary announcement was approved by the Board of Directors on
30 January 2004.
7 The Board of Directors does not propose to pay a dividend.
Copies of the Report and Accounts will be available to the public, free of
charge, from the registered office of Cater Barnard plc, Hilden Park House, 79
Tonbridge Road, Hildenborough, Kent, TN11 9BH during normal office hours, with
the exception of Saturdays, Sundays and bank holidays, for one month from today.
Enquiries:
Cater Barnard plc 020 7422 6555
Stephen Dean, Chairman 0034 605 282211
David Williams, Director 020 7422 6555
Beaumont Cornish Limited
Roland Cornish 020 7628 3396
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