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Buyers Guide PLC (VRA)

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Friday 24 May, 2002

Buyers Guide PLC

Final Results

Buyers Guide PLC
24 May 2002



               Buyers Guide Plc ('Buyers Guide' or 'the Company')

          Preliminary announcement for the year ended 31 December 2001



Buyers Guide Plc, an online provider of information on business supplying
products and services to local government and public services bodies in the UK.


  • Turnover for the year of £1,226,069

  • Sales invoices issued for 6 months to December 2001 down 59% to £304,462
    (six months to 31 December 2000 £735,868).

  • Pre-tax loss for the year of £882,173

  • Cash reserves £4.1 million at 31 December 2001

Tony Caplin, Chairman commented:

'The latter six months of 2001 saw the core business of the Company continue to
find trading conditions difficult with sales falling short of expectations. The
Board has fully discounted the proposed heavy investment into the development of
the government to business online procurement system. The Board believes that
the On-line Advertising business is no longer capable of generating significant
income in the future and we have today announced its disposal to a company
controlled by Miss L J Bowden and Mr J J Bowden, who until yesterday were
directors of the Company, for £65,625. This leaves the Company with no business
but with cash resources of approximately £3.8 million at 23 May 2002.



24 May 2002

For further information:

Buyers Guide plc

Tony Caplin     Tel: 020 7381 1151




CHAIRMAN'S STATEMENT

Trading Results

The Company is disappointed to report an operating loss for the year ended 31
December 2001 of £1,082,660, which is stated inclusive of exceptional charges of
£701,538. This loss reflects the deterioration in trading conditions experienced
in our On-line Advertising business. The exceptional charges reflect the write
down of the goodwill, which arose on the original acquisition of the On-line
Advertising business and legal fees incurred on an abortive transaction during
the year.

Turnover in the year was £1,226,069 which, in accordance with the Company's
disclosed accounting policies for Revenue Recognition, consists of sales arising
and recognised in the year of £849,664 plus revenue deferred in earlier periods
and recognised in this period of £376,405. It is very difficult to meaningfully
compare turnover in the current 12 month period with the prior period of 6
months. However, the total amount of sales invoices issued in the 6 months to 31
December 2001 showed a decrease of 59% to £304,462 compared to the 6 month
period to 31 December 2000 of £735,868. This reduction is further explained
below.

Review of the Year

Income is generated by the Company from the businesses listed on its online
service, paying fees which vary dependent on the amount of information provided
on their products and/or services. During the first six months of 2001 the
Company found trading difficult due to a general downturn in advertising spend
and more specifically uncertainty about the benefits of advertising on the
internet. These difficulties continued to be experienced during the second half
of the year and beyond and are reflected in disappointing results for the
Company.

Towards the latter part of the year and into this year sales generated continued
to fall. The Company is now no longer able to cover direct costs and associated
overheads and the Board concluded that this situation would be extremely
unlikely to change in the short to medium term. As a result goodwill has not
only been amortised during the year by £168,603 but in addition has been fully
written down by a further £590,112. This is a proper reflection of the current
cash outflow from operating activities and the Company's losses.

As we concluded that the On-line Advertising business was no longer capable of
generating significant income in the future we have today announced its disposal
to a company controlled by Miss L J Bowden and Mr J J Bowden, who until 23 May
2002were both directors of the Company for £65,625 of which £33,313 has been
paid and £32,312 is payable on 21 August 2002. The sale of the On-line
Advertising business leaves the Company with no business, but with cash
resources of approximately £3.8 million as at 23 May 2002. As already notified,
since the year end the Directors have been pursuing a potential transaction
involving the acquisition of Cobra Therapeutics Limited. Unfortunately this
transaction could not be completed and as a result, the Company has incurred
significant legal and other costs which will be taken as an expense in 2002. The
Board is considering with its advisers its strategy going forward.

Personnel

Staff numbers have diminished considerably over the year. All the employees
employed in the On-line Advertising business are transferring with the business.

Balance Sheet and Cash Flow

As at 31 December 2001 the Company had cash and liquid resources of £4,083,573
(2000: £4,133,153). The net cash outflow from operating activities arises as a
result of direct costs and associated overheads not being covered by cash
generated from revenues. This has been offset by interest received on the cash
resources of the Company.

The net assets of the Company at 31 December 2001 were £3,814,661 (2000:
£4,705,834). The reduction in net assets is, partly, a result of the goodwill
amortisation and impairment totalling £758,715.

Dividend

The Board does not recommend the payment of a dividend.




A Caplin

Chairman

24 May 2002




profit and loss account

for the year ended 31 December 2001
                                                                                           Year Ended    6 months to
                                                                                          31 December    31 December
                                                                                                 2001           2000
                                                              Notes                             £'000          £'000

turnover                                                        2                           1,226,069      1,150,942

Cost of sales                                                                                 598,390        484,332
                                                                                        -------------  -------------
gross profit                                                                                  627,679        666,610

Administrative expenses      - before exceptional items                    1,008,801                         612,576
     - exceptional items                                            3        701,538        1,710,339              -
                                                                       -------------    -------------  -------------

operating (LoSS)/profit                                                                   (1,082,660)         54,034

Bank interest receivable                                                                      200,487         93,236
                                                                                        -------------  -------------
(LOSS)/profit on ordinary activities before taxation                                        (882,173)        147,270

Tax on (loss)/profit on ordinary activities                     4                               9,000         28,000
                                                                                        -------------  -------------
(LOSS)/profit on ordinary activities after taxation                                         (891,173)        119,270

retained profit brought forward                                                               119,270              -
                                                                                        -------------  -------------
retained (LOSS)/profit carried forward                                                     £(771,903)       £119,270
                                                                                        -------------  -------------

(Loss)/earnings per share - basic and diluted                   5                             (1.02)p          0.16p


There are no recognised gains or losses in either year other than the (loss)/
profit attributable to shareholders of the Company.




BALANCE SHEET

at 31 December 2001
                                                                                             2001            2000
                                                                          Notes                 £               £

FIXED assets
Intangible assets                                                                               -         758,715
Tangible assets                                                                            12,793          15,661
                                                                                     ------------    ------------
                                                                                           12,793         774,376
                                                                                     ------------    ------------

current assets
Debtors                                                                                    78,114         361,701
Cash at bank and in hand                                                                4,083,573       4,133,153
                                                                                     ------------    ------------
                                                                                        4,161,687       4,494,854

creditors: amounts falling due within one year                                            340,034         561,306
                                                                                     ------------    ------------
net current assets                                                                      3,821,653       3,933,548
                                                                                     ------------    ------------
total assets less current liabilities                                                   3,834,446       4,707,924

creditors: amounts due after more than one year
Deferred income                                                                             1,785           2,090

PROVISIONS FOR LIABILITIES AND CHARGES                                                     18,000               -
                                                                                     ------------    ------------
                                                                                       £3,814,661      £4,705,834
                                                                                     ------------    ------------
capital and reserves
Called-up share capital                                                     6             217,250         217,250
Share premium account                                                                   4,369,314       4,369,314
Profit and loss account                                                                 (771,903)         119,270
                                                                                     ------------    ------------

shareholders' funds
Equity                                                                                  3,684,661       4,575,834
Non-equity                                                                                130,000         130,000

                                                                                       £3,814,661      £4,705,834
                                                                                     ------------    ------------



Richard I Walker     Finance Director

Anthony L Caplin     Chairman

24 May 2002




statement of cashflows

for the year ended 31 December 2001
                                                                                      Year ended      6 months to
                                                                                     31 December      31 December
                                                                        Notes               2001             2000
                                                                                           £'000            £'000

net cash outflow from operating activities                              7(a)           (247,432)        (457,559)

returns on investments and servicing of finance
Interest received                                                                        200,487           93,236

taxation                                                                                       -                -

capital expenditure
Payments to acquire tangible fixed assets                                                (2,635)          (4,083)

acquisitions and disposals
Net cash acquired with trade                                                                   -          114,997

equity dividends paid                                                                          -                -

management of liquid resources
Withdrawals from/(payments into) short-term deposits                                      57,858      (4,067,291)

financing
Issue of ordinary share capital                                                                -        5,001,920
Share issue costs                                                                              -        (615,358)
                                                                                  --------------   --------------
increase in cash                                                        7(b)              £8,278          £65,862
                                                                                  --------------   --------------

reconciliation of net cash flow to movement in net funds

Increase in cash in the year                                            7(b)               8,278           65,862
Cash (inflow)/outflow from (decrease)/increase in liquid resources      7(b)            (57,858)        4,067,291
                                                                                  --------------   --------------
Movement in net funds                                                   7(b)            (49,580)        4,133,153

Net funds at 1 January 2001                                                            4,133,153                -
                                                                                  --------------   --------------
Net funds at 31 December 2001                                           7(b)          £4,083,573       £4,133,153
                                                                                  --------------   --------------



notes to the preliminary announcement

at 31 December 2001



1.     accounting policies

Accounting convention

The financial statements are prepared under the historical cost convention and
in accordance with applicable accounting standards. The preliminary announcement
has been prepared on the basis of the accounting policies set out in the
Company's statutory accounts for the period ended 31 December 2001.

Depreciation

Depreciation is provided on all tangible fixed assets at rates calculated to
write off the cost, less estimated residual value of each asset evenly over its
expected useful life as follows:

Computer equipment     -     4 years straight line

Fixtures and fittings     -     4 years straight line

The carrying value of tangible fixed assets are reviewed for impairment in
periods if events or changes in circumstances indicate the carrying value may
not be recoverable.

Goodwill

Goodwill is capitalised, classified as an asset on the balance sheet and
amortised on a straight-line basis over its useful economic life of five years.
It is reviewed for impairment at the end of the first full financial year
following the acquisition and in other periods if events or changes in
circumstances indicate that the carrying value may not be recoverable.

Leasing

Rentals payable under operating leases are charged in the profit and loss
account on a straight-line basis over the lease term.

Research and development

Research and development expenditure is written off as incurred, except that the
development expenditure incurred on an individual project is carried forward
when its future recoverability can reasonably be regarded as assured. Any
expenditure carried forward is amortised in line with the expected future sales
from the related project.

Deferred taxation

Deferred taxation is provided on the liability method on all timing differences
which are expected to reverse in the future, calculated at the rate at which it
is estimated that tax will be payable.

Income recognition

The Company's contract revenues are derived principally from one activity,
internet advertising.

The recognition of income is in accordance with the terms and conditions of
advertising contracts. Revised terms and conditions were introduced with effect
from 1 July 2000. Under these, for advertising contracts of twelve months, 90%
of the income is recognised in the month that the advertising copy is prepared
and approved for publication by the customer. The remaining income is associated
with the obligation to publish the advert on the Company's web site and this is
recognised pro rata over the period of the advertisement.

Revenues from renewing existing advertising contracts are recognised in the same
way, except that all revenue is deferred until the previous contract has
expired.

Revenues under contracts dated earlier than 1 July 2000 are recognised pro rata
over the period of the advertisement.

Deferred income is primarily comprised of income received and receivable under
internet advertising agreements in advance of revenue recognition, and is
included within creditors.

2.     turnover and segmental analysis

In the year to 31 December 2001, the Company's entire turnover was to markets
within the United Kingdom and derived from one activity, internet advertising.

Turnover, (loss)/profit on ordinary activities before taxation and net assets
are attributable to one continuing activity.

Turnover consists of revenues recognised over the year as follows:
                                                                                   Year ended          6 months to
                                                                                  31 December          31 December
                                                                                         2001                 2000
                                                                                            £                    £
Release of deferred income brought forward
from prior periods - pre 1 July 2000                                                  173,396              619,855
- post 30 June 2000                                                                   203,009                    -
Recognition of income from sales in the year                                          849,664              531,087
                                                                               --------------       --------------
Total turnover                                                                     £1,226,069           £1,150,942
                                                                               --------------       --------------

3.     exceptional items
                                                                                   Year ended          6 months to
                                                                                  31 December          31 December
                                                                                         2001                 2000
                                                                                            £                    £

Impairment of goodwill                                                                590,112                    -
Legal costs re aborted transaction                                                    111,426                    -
                                                                               --------------       --------------
                                                                                     £701,538                  £ -
                                                                               --------------       --------------

Impairment of goodwill

The directors, in view of the proposed disposal of the Online Advertising
business, have written down the carrying value of goodwill to its estimated
recoverable amount.

Legal costs re aborted transaction

During the year, the directors entered into negotiations with a view to a
merger, the transaction was subsequently aborted, but the above legal costs had
been incurred and are accrued in the balance sheet.

4.     taxation
                                                                                        Year ended       6 months to
                                                                                       31 December       31 December
                                                                                              2001              2000
                                                                                                 £                 £

UK Corporation tax - current year                                                            9,000                 -
Payment for group relief                                                                         -            28,000
                                                                                    --------------    --------------
                                                                                            £9,000           £28,000
                                                                                    --------------    --------------

The Company has trading losses at 31 December 2001 of approximately £170,000
which can be carried forward and offset against future profits of the same
trade. The tax charge for the year has arisen on interest income which cannot be
offset by trading losses brought forward.

There were no movements in deferred taxation during the current and previous
periods and no provision for deferred taxation at the balance sheet date.

Deferred taxation unprovided for in the financial statements is set out below,
this represents a contingent asset at the balance sheet date and is calculated
using a tax rate of 30% (2000: 30%).
                                                                                        Year ended       6 months to
                                                                                       31 December       31 December
                                                                                              2001              2000
                                                                                                 £                 £

Other timing differences                                                                         -          (30,800)
Loss available for offset                                                                        -          (85,200)
                                                                                    --------------    --------------
                                                                                                £-        £(116,000)
                                                                                    --------------    --------------

As the Company disposed of its current trade in May 2002, the benefit of the
losses being carried forward at 31 December 2001 will be unavailable to the
Company.

5.     (LOSS)/earnings per share

The calculation of basic (loss)/earnings per share is based on the loss for the
year of £891,173 (2000: profit of £119,270), and on ordinary shares being the
weighted average number of ordinary shares in issue during the year 87,250,000
(2000: 76,345,272).

As the Company has incurred a loss in the year there are no dilutive shares for
2001.

There were no dilutive shares in 2000, as the average market value in the period
was less than the exercise price of the share options.

6.     share capital
                                                                                              2001              2000
Authorised                                                                                       £                 £

120,000,000 ordinary shares of 0.1p each                                                   120,000           120,000
130,000 preference shares of £1 each                                                       130,000           130,000
                                                                                    --------------    --------------
                                                                                          £250,000          £250,000
Allotted, called up and fully paid                                                  --------------    --------------

87,250,000 ordinary shares of 0.1p each                                                     87,250            87,250
130,000 preference shares of £1 each                                                       130,000           130,000
                                                                                    --------------    --------------
                                                                                          £217,250          £217,250
                                                                                    --------------    --------------



The holders of the preference shares shall be entitled to a non-cumulative
preferential dividend at the rate equal to six monthly LIBOR minus 1 per cent
and to a further dividend on the basis of 1p for every £1 distributed as the
dividend per ordinary shares once the total dividend on each ordinary share that
has been paid in any year reaches £10.

On a return of capital on winding-up or (other than on redemption or purchase of
shares) otherwise, the holders of the preference shares shall be entitled in
priority to any payment to the holders of any other class of shares to the
repayment of a sum equal to the nominal capital paid up or credited as paid up
on the preference shares held by them respectively.

The preference shares carry no votes at meetings except in respect of
resolutions modifying any rights or privileges of the preference shares.

A total of 6,380,000 options for shares were granted for nil consideration. The
options are exercisable as follows:

Executive and Non-executive Directors:

On the 3rd anniversary of the grant date             25% of options granted

On the 4th anniversary of the grant date             a further 25% of options granted

On the 5th anniversary of the grant date             a further 25% of options granted

On the 6th anniversary of the grant date             all options become fully vested


Senior Managers:

On the 1st anniversary of the grant date             33% options granted

On the 2nd anniversary of the grant date             a further 33% options granted

On the 3rd anniversary of the grant date             all options become fully vested

Certain Executive Directors and Other Employees:

On the 1st anniversary of the grant date             25% of options granted

On the 2nd anniversary of the grant date             a further 25% of options granted

On the 3rd anniversary of the grant date             a further 25% of options granted

On the 4th anniversary of the grant date             all options become fully vested


The date of grant for 4,200,000 the above options was 24 July 2000 and the price
to be paid for the shares allotted is 29p. A further 2,180,000 were granted on
30 April 2001 the price to be paid for the shares allotted is 0.621p. The expiry
date of all options is on the 10th anniversary of their grant date.

7.     Notes to the cash flow statement

(a) Reconciliation of operating (loss)/profit to net cash outflow from operating
activities
                                                                                       Year ended        6 months to
                                                                                      31 December        31 December
                                                                                             2001               2000
                                                                                                £                  £

Operating (loss)/profit                                                               (1,082,660)             54,034
Depreciation                                                                                5,503              2,283
Amortisation of goodwill                                                                  168,603             84,302
Impairment of goodwill                                                                    590,112                  -
Decrease/(increase) in debtors                                                            283,587           (64,066)
Decrease in creditors                                                                   (230,577)          (534,112)
Increase in provisions                                                                     18,000                  -
                                                                                   --------------     --------------
Net cash outflow from operating activities                                             £(247,432)         £(457,559)
                                                                                   --------------     --------------
(b) Analysis of changes in net funds
                                                                             At                                   At
                                                                      1 January                          31 December
                                                                           2001        Cash flows               2001
                                                                              £                 £                  £

Cash at bank and in hand                                                 65,862             8,278             74,140
Liquid resources                                                      4,067,291          (57,858)          4,009,433
                                                                 --------------    --------------     --------------
                                                                     £4,133,153         £(49,580)         £4,083,573
                                                                 --------------    --------------     --------------

Liquid resources comprise short term deposits.

8.     dividends

The directors do not recommend a dividend for the year.

9.     Report and accounts

The financial information contained in this announcement does not constitute
statutory accounts as defined in section 240 of the Companies Act 1985. The
audit report is yet to be signed. The audited accounts will be mailed to
shareholders shortly and filed, in due course with the Registrar of Companies.
Copies of the accounts will be available from the company's registered office:
Broadwalk House, 5 Appold Street, London EC2A 2HA.

The results for the period ended 31 December 2000 have been extracted from the
2000 accounts of Buyers Guide Plc, which have been filed with the Registrar of
Companies, received an unqualified audit report and did not contain a statement
under section 237(2) or (3) of the Companies Act 1985.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
                                                                                                                                                          

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