Final Results
29 Avril 2004 - 4:23PM
UK Regulatory
RNS Number:1539Y
Culver Holdings PLC
29 April 2004
Culver Holdings plc
Preliminary unaudited results for the year ended 31 December 2003
Chairman's Statement
The Board is pleased to announce the Group's results for the year ended 31
December 2003 which show an operating profit on continuing activities of
#252,000 before goodwill amortisation compared with a profit in 2002 of
#181,000.
TRADING SUMMARY
Turnover for the period was #3.296 million (2002 - #4.035 million), of which
turnover for continuing operations was #3.068 million (2002 - #2.687 million).
As stated above the operating profit on continuing activities was #252,000 (2002
- #181,000) and on discontinued activities was a loss of #170,000 (2002 -
#131,000) before goodwill amortisation of #177,000 (2002 - #353,000) and
interest. The retained loss was #385,000 (2002 - #12,000).
As I said in my Chairman's statement in September, the Group is now focused
entirely on the insurance sector and has disposed of its technology business and
its residual interest in World Travel Holdings plc.
Insurance
(Turnover #3.068 million, operating profit #0.494 million)
The performance of the insurance broking business during the year was the
persuasive factor in the Board's decision to focus its activities and resources
on this area of the Group's business. The business performed ahead of
expectations for much of the year and management was able to integrate the
portfolio of small commercial business acquired from Budget Group successfully,
thereby substantially increasing the income of the business without a
commensurate increase in cost. This is an area of the business which continues
to be developed but only to the extent that profitability is not materially
adversely affected by such development. Provided that an increase in the
production of small business can be achieved at planned levels of expenditure,
this should be a business segment which can be grown without the necessity for
significantly increased overheads or capital expenditure.
Since the year end, considerable effort has been expended on improving the new
business performance of the Cardiff office and this process is already bearing
fruit. The new business performance of the London office is being maintained and
the Group continues to seek opportunities further to develop that office and the
business as a whole.
Regulation of the insurance broking industry by the Financial Services Authority
is widely considered to result in further consolidation in the small to medium
sized broker sector and the Group is exploring a number of possibilities that
this process may create to increase the size of its insurance broking portfolio.
The IFA business struggled to meet expectations in the year but an aggressive
approach to reducing costs has meant that whilst income performance was behind
plan, the resultant effect on profit and loss was to a large extent mitigated.
Since the year end, the Group has expanded its IFA business as announced on 4
February 2004 with the acquisition of the old established Aegis Financial
Services Limited.
This has provided the Group with fully staffed and productive offices in Belfast
and Reading, and an excellent portfolio of business and clients. Management of
the IFA business is highly experienced and having successfully dealt with the
considerable challenge of Pensions Review which has undoubtedly hampered the
performance of the business during 2002 and 2003, is now firmly focused on
improving the results of all three of its offices in 2004.
Discontinued businesses
(Turnover #0.228 million, operating loss #0.170 million)
The Group has disposed of its technology business, Wanbase, for a nominal
consideration in order to focus on its insurance and financial services
businesses.
Investments
The Group has written off the remainder of its exposure of #350,000 to World
Travel Holdings plc.
Prospects
The Group sees its insurance and financial services business as having
considerable potential for the future as well as in the current period,
providing a healthy cash flow and profit stream. Considerable effort has also
been made in 2003 to reduce or remove central costs. The insurance business is
now of a size such that increases to its income should largely be reflected in
improvements to its profit and loss account. The Group has a number of other
initiatives to improve the profit generated from the insurance transactions
sourced by the insurance business which are capable of implementation during the
short term.
The Board views the future with considerable optimism and intends to focus the
Group's activities in areas in which it has a strong track record of delivering
shareholder value.
R M H Read
Chairman
29 April 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT
2003 2002
#'000 #'000
Note Restated
Turnover 2
Continuing operations 2,710 2,687
Acquisitions 358 -
Discontinued 228 1,348
------------------- ------ ----------- ---------
3,296 4,035
Cost of sales
Continuing operations including acquisitions (879) (953)
Discontinued (136) (827)
------------------- ------ ----------- ---------
(1,015) (1,780)
Gross profit
Continuing operations including acquisitions 2,189 1,734
Discontinued 92 521
------------------- ------ ----------- ---------
2,281 2,255
Administrative expenses
Continuing operations including acquisitions (2,114) (1,700)
Discontinued (262) (858)
------------------- ------ ----------- ---------
(2,376) (2,558)
Operating profit/(loss)
Continuing operations including acquisitions 75 34
Discontinued (170) (337)
------------------- ------ ----------- ---------
(95) (303)
Profit on sale of fixed assets
- continuing operations 12 23
Gain on sale or termination
of subsidiaries - discontinued 82 766
Amounts written off investments (350) (458)
------------------- ------ ----------- ---------
(Loss)/profit before interest and taxation (351) 28
Interest receivable and similar income 27 12
Interest payable and similar charges (60) (49)
------------------- ------ ----------- ---------
Loss before taxation 2&3 (384) (9)
Taxation 5 (1) (3)
------------------- ------ ----------- ---------
Loss after taxation and retained loss (385) (12)
------------------- ------ ----------- ---------
Basic and diluted loss per share (pence) 6 (3.38) (0.11)
Shares in issue (millions) 11.44 11.34
Shares used in calculating eps (millions) 11.39 11.27
------------------- ------ ----------- ---------
There were no recognised gains or losses for the year other than those included
in the profit and loss account.
CONSOLIDATED BALANCE SHEET
Group Group
2003 2002
#000 #000
Fixed assets
Intangible assets 2,115 1,625
Tangible assets 119 250
Investments 7 107
--------------------- ------- -------
2,241 1,982
--------------------- ------- -------
Current assets
Debtors 2,028 1,616
Cash at bank and in hand 581 624
--------------------- ------- -------
2,609 2,240
Creditors: amounts falling due within one year (3,625) (2,559)
--------------------- ------- -------
Net current (liabilities) (1,016) (319)
--------------------- ------- -------
Total assets less current liabilities 1,225 1,663
Creditors: amounts falling due after more than one year (729) (180)
Provisions for liabilities and charges (515) (1,142)
--------------------- ------- -------
Net (liabilities)/assets (19) 341
--------------------- ------- -------
Capital and reserves
Called up share capital 2,859 2,834
Share premium account 4,403 4,403
Profit and loss account (7,281) (6,896)
--------------------- ------- -------
Equity shareholders' funds (19) 341
--------------------- ------- -------
CONSOLIDATED CASH FLOW STATEMENT
2003 2002
Note #'000 #'000
Net cash (outflow) from
operating activities 7 (132) (442)
Returns on investments and
servicing of finance (23) (37)
Taxation (1)
Capital expenditure and
financial investment (649) 1,269
Acquisitions and disposals - 1
-------------------- ------ ------- -------
Net cash (outflow)/inflow before financing (805) 791
Financing 669 (556)
-------------------- ------ ------- -------
(Decrease)/increase in
cash in period (136) 235
-------------------- ------ ------- -------
Represented by:
(Decrease)/increase in insurance broking balances (18) 69
(Decrease)/increase in other balances (118) 166
-------------------- ------ ------- -------
(136) 235
-------------------- ------ ------- -------
Reconciliation of net cash flow
to movement in net funds/(debt) 8
(Decrease)/increase in cash in the period (136) 235
Cash (inflow)/outflow from movement in
debt and lease financing (644) 611
-------------------- ------ ------- -------
Change in net debt
resulting from cash flows (780) 846
New Hire Purchase agreements (9) (86)
Hire Purchase contracts
disposed of with subsidiaries - 32
-------------------- ------ ------- -------
Movement in net (debt)/funds in the period (789) 792
Net funds/(debt) at the start of the period 339 (453)
-------------------- ------ ------- -------
Net (debt)/funds at the end
of the period 8 (450) 339
-------------------- ------ ------- -------
NOTES TO THE FINANCIAL STATEMENTS
1. Basis of preparation of financial statements
The financial information has been prepared on the basis of the accounting
policies as set out in the group's statutory accounts for the year ended 31
December 2002.
The Group Board are actively pursuing a tight cost control and cash management
policy and have disposed of the loss making subsidiaries to focus entirely on
the profitable insurance sector.
All of the remaining investment exposure related to World Travel Holdings Plc
has been provided for in these financial statements and no further costs are
anticipated.
The Group has prepared its business plan on a conservative basis and the
directors are currently in discussions with the Group's bankers and other
providers of finance and are confident that adequate financial resources will be
available to the Group until at least 31 December 2005.
Accordingly the financial statements have been prepared on a going concern
basis.
2. Analysis of turnover, and loss before taxation
2003 2003 2002 2002
Turnover Profit/ Turnover Profit/
(loss) (loss)
#'000 #'000 #'000 #'000
Continuing
including
acquisitions insurance 3,068 494 2,687 171
unallocated central
costs - (419) - (137)
Discontinued insurance - - 19 (2)
finance - - 17 93
media - - 1,178 30
technology 228 (170) 134 (458)
------- -------
3,296 4,035
------- ------- ------- -------
(95) (303)
Exceptional
items (256) 331
Net Interest (33) (37)
---------- ----------- ------- -------- -------- -------
Loss before
taxation (384) (9)
---------- ----------- ------- -------- -------- -------
Included within continuing insurance turnover of #3.068 million is an amount of
#0.358 million in respect of turnover relating to the business that was acquired
during the year and #2.710 million in respect of the existing business.
Following the integration of the acquired business into that of the Group it is
not possible to accurately identify the contribution made by the acquired
business during the year.
3. Loss on ordinary activities before taxation
2003 2002
#'000 #'000
Loss on ordinary activities before taxation is stated after
charging:
Remuneration of auditors and their associated firms
audit (including parent company #5,000 (2002: #5,000) 22 25
other 9 5
Depreciation of tangible fixed assets
- owned 85 133
- hire purchase 48 107
Amortisation of goodwill 177 353
Rentals payable under operating leases other - 19
Exceptional item
(Gain) on sale or termination of subsidiaries (82) (766)
Amounts written off investments 350 458
The amounts written off investments of #350,000 comprise a provision against
loss on shares related to the net anticipated loss from the exercise of put
options by holders of shares in World Travel Holdings plc ("WTH") issued in
exchange for loan notes in WTH guaranteed by Culver Holdings plc and the loss on
the secured loan made to WTH by the Company. WTH was wound up on 10 March 2004.
In 2002 provisions of #258,000 and #200,000 respectively were made against the
shares and loan notes of World Travel Holdings plc.
4. Loss on sale or termination of subsidiaries
The profit in 2003 arises on the disposal of Wanbase Limited for a nominal
consideration and adjustment to the consideration for the sale of Wire 2
Limited. In 2002 the profit arose from the disposal of a number of dormant
subsidiaries where application has been made to Companies House in accordance
with section 652A of the Companies Act 1985 to have those companies struck off
and in one case where the subsidiary was liquidated. The profit so arising
amounted to #697,000. In addition this heading included the profit arising on
the sale of Wire2 Limited on the 15 November 2002 of #55,000 and additional sale
proceeds received of #14,000 in respect of the sale of Joseph Hadley Limited
which had been sold in 1999.
5. Taxation
Provision for taxation has been made assuming current rates of Corporation Tax
based upon the estimated rate of taxation for the year. No deferred taxation
asset has been recognised in respect of tax losses carried forward.
6. Loss per share
The loss per share has been calculated on a weighted average of 11,396,227 (
2002: 11,274,735) ordinary shares in issue during the year based on a loss of
#385,000 (2002:# 12,000).
7. Reconciliation of operating loss to net cash outflow from operating activities
2003 2003 2003 2002
Continuing Discontinued Total Total
#'000 #'000 #'000 #'000
Operating profit/(loss) 75 (170) (95) (303)
Depreciation charge 62 71 133 240
Amortisation of goodwill 177 - 177 353
Payments to pension
mis-selling creditors (466) - (466) (54)
Receipts from PI insurers re
pensions mis-selling 248 - 248 193
(Increase)/decrease in debtors (660) 18 (642) 52
Increase/(decrease) in
creditors 411 102 513 (923)
-------------------- ------- -------- ------- -------
Net cash outflow from
operating activities (153) 21 (132) (442)
-------------------- ------- -------- ------- -------
8. Analysis of net funds/(debt)
At beginning Cash Non cash At end
of year flow movements of year
#'000 #'000 #'000 #'000
Cash in hand, at bank
Insurance broking 551 (18) - 533
Other 73 (25) - 48
Overdrafts (6) (93) - (99)
--------------------- -------- ------- -------- -------
618 (136) - 482
--------------------- -------- ------- -------- -------
Debt due within one year (13) 95 (224) (142)
Debt due after one year (113) (828) 224 (717)
Hire purchase (153) 89 (9) (73)
--------------------- -------- ------- -------- -------
(279) (644) (9) (932)
--------------------- -------- ------- -------- -------
Total 339 (780) (9) (450)
--------------------- -------- ------- -------- -------
9. Comparative figures
The comparative figures for the financial year ended 31 December 2002 are
extracted from the Company's statutory accounts. Those accounts have been
reported on by the Company's auditors and delivered to the Registrar of
Companies. The report of the auditors was unqualified and did not contain a
statement under Section 237(2) or (3) of the Companies Act 1985.
10. Status of information
The financial information contained in this statement does not constitute
statutory accounts as defined in Section 240 of the Companies Act 1985.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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