RNS Number:0504D
Fieldens PLC
29 October 2002
FOR IMMEDIATE RELEASE: 8.15AM, 29 OCTOBER 2002
FIELDENS PLC ('FIELDENS' OR 'THE COMPANY')
PRELIMINARY RESULTS FOR THE YEAR ENDED 30 JUNE 2002
Key Points:
* Disposal of the principal operating assets of Fieldens tyre, wheel
and all-terrain vehicle business on 11 October 2002 for a maximum cash
consideration of #367,000 and an undertaking by the purchaser to pay all trade
creditors of the business.
* Announcement of the conditional acquisition of CamAxys Limited
('CamAxys') for a maximum total consideration of #1.5 million, on a debt free
basis, to be satisfied by the issue of up to 4,989,321 new ordinary shares in
Fieldens at a price of 30p per share, which is broadly comparable to the net
assets per share of the Company following the disposal.
* Cash balances at 30 June 2002 of #409,430 (11 October 2002:
approximately #463,000) and freehold site owned by the Company at Starhouse,
Stowmarket under option to purchaser of tyre and wheel supply business to buy at
net book value of #405,000 as at 11 October 2002.
Derek Bonham, Chairman of Fieldens, commented:
"After a much longer time than I would have wished, we have now identified a
business that the directors believe affords suitable potential to take the
company forward. The Admission Document and circular to shareholders dated 29
October 2002 set out our proposal to acquire the share capital of CamAxys, a
leading European supplier of software-based environment, occupational health and
safety ('EHS') management systems.
CamAxys operates in an area that is of growing importance to a very wide variety
of organisations, both in the UK and overseas. The company has some specific
competitive attractions at present and with it will come directors experienced
at quoted company board level who will help us to maximise the potential for our
future development in this and related fields."
For further information:
Andrew Arends, Fieldens PLC Tel: 07767 238 864
Graham Shore/Jonathan Nelson, Shore Capital Tel: 020 7408 4090
CHAIRMAN'S STATEMENT
The report and accounts that accompany this chairman's statement show that for
the year to 30 June 2002 there was a reduced operating loss after tax and
interest, but before exceptional items, of #23,400 (2001: #48,773 loss) on
marginally higher sales of #3.31m (2001: #3.17m).
The exceptional item relates to provisions made against the carrying values of
certain assets recognised in the disposal of the Starhouse operating business.
The modest profit of the core operating business was offset by central costs
including those arising from our acquisition search and which I referred to when
reporting the results for the first half of the year.
After a much longer time than I would have wished, we have now identified a
business that the directors believe affords suitable potential to take the
company forward. The Admission Document and circular to Shareholders dated 29
October 2002 set out our proposal to acquire the share capital of CamAxys, a
leading European supplier of software-based environment, occupational health and
safety (EHS) management systems.
CamAxys operates in an area that is of growing importance to a very wide variety
of organisations, both in the UK and overseas. The company has some specific
competitive attractions at present and with it will come directors experienced
at quoted company board level who will help us to maximise the potential for our
future development in this and related fields.
The directors have long felt that our agricultural tyre, wheel and machinery
business operations would not be core in the new strategy. As previously
announced, on 11 October, we entered into an unconditional agreement with Newco
(ATV Tyre and Wheel) Limited for the sale of the operating assets of the tyre,
wheel and all terrain vehicle business. The maximum cash consideration
receivable by the Company under the terms of the Transaction is approximately
#367,000, comprising an initial cash payment of #279,000 and deferred
consideration of up to #88,000, payable over the next six months plus an
undertaking from the buyer to pay all the trade creditors of the operating
business. Fieldens will retain its existing cash balances of #463,000 as at 11
October 2002 and also retains the freehold of the Starhouse, Suffolk site
together with some of the stock of the business being sold.
I hope that you share our enthusiasm for the new direction now being proposed
and look forward to reporting further developments in future.
Our plans for CamAxys involve further investment in the company and we are
consequently proposing to acquire CamAxys's shares by exchanging them for new
shares of our own, thereby preserving as much of our cash resources as possible
for investment in the development of CamAxys. The directors do not recommend
payment of an ordinary dividend for the year just ended.
I would like once again to thank the employees of the Stowmarket based
operations of the company for their efforts over the last year and wish them
well under the new team. Mr David Morley, the managing director of the
Starhouse business, joined NewCo and resigned as a director on 11 October. Mr.
Simon Smith, the financial controller and Company Secretary, also joined NewCo.
I would like to thank both of them for their contributions to the company.
As a result of the sale of the original Starhouse business and the launch of a
new strategic direction, both Mrs Barbara Fielden and Mr Bob Steel have resigned
from the Board. Mrs Fielden, with her husband John founded the Starhouse
business and floated it on AIM in 1996 and has contributed much as director to
its development. Bob Steel joined the company as a director in 1997 in difficult
circumstances and has made significant contributions to the management of the
Starhouse business as well as to the evolution of the new strategy. We thank
them both for their efforts.
Derek Bonham
Chairman
REVIEW OF OPERATIONS
The first half of the year saw a partial recovery from a very quiet
corresponding period in the previous year. By contrast, the second half saw no
progress on the previous year's second half. For the year as a whole sales were
just 4 per cent. higher than last year.
The market for agricultural wheels and tyres appears to have settled down at the
low level of recent years. Such product innovations as have come forward in
recent times have not yet had a market impact that is accessible to us. Margins
were improved on steady sales and we believe there is scope for some further
improvement.
The all terrain vehicle (ATV), garden machinery and power equipment division,
which surpassed #1m sales for the first time last year, again recorded an
advance in sales. The better margins from the expanded servicing operation were
partly offset by price competition on new equipment sales.
The Cheetah bead-seating tool was re-sourced during the year to improve margins.
An initial delay from a new supplier caused some loss of sales so that the
increased contribution was less than expected.
As disclosed elsewhere, on 11 October, we entered into an unconditional
agreement to sell the operating assets of the Starhouse business. We offer our
best wishes for the continued success of the business going forward and out
thanks to all employees for their efforts over the past year.
Andrew Arends
Chief Executive
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2002
Notes 2002 2001
# #
Turnover 2 3,314,982 3,173,530
Cost of sales (2,749,077) (2,657,662)
Gross Profit 565,905 515,868
Selling and distribution costs (263,900) (239,148)
Administrative expenses (337,949) (350,153)
Operating loss 3 (35,944) (73,433)
Exceptional item 4 (179,000) -
Loss on ordinary activities before interest (214,944) (73,433)
and tax
Interest receivable and similar income 5 13,068 18,006
Loss on ordinary activities before taxation (201,876) (55,427)
Tax on loss on ordinary activities 6 245 6,654
Loss on ordinary activities after taxation (201,631) (48,773)
Dividends 7 (25) (25)
Retained loss transferred to reserves (201,656) (48,798)
Earnings per ordinary share 8
Undiluted (4.03) p (0.98) p
Diluted (4.03) p (0.98) p
The company has no recognised gains or losses other than the loss for the year.
All amounts relate to continuing operations.
The retained loss for the year is equivalent to the historical cost loss.
Movements on reserves are set out in Notes 15 to 17 to the financial statements.
BALANCE SHEET
AS AT 30 JUNE 2002
Notes 2002 2001
# # # #
FIXED ASSETS
Tangible assets 9 436,522 531,627
CURRENT ASSETS
Stocks 10 569,492 706,642
Debtors 11 499,359 489,361
Cash at bank and in hand 409,430 421,996
1,478,281 1,617,999
CREDITORS
Amounts falling due within one year 12 (586,552) (619,719)
NET CURRENT ASSETS 891,729 998,280
TOTAL ASSETS LESS CURRENT LIABILITIES 1,328,251 1,529,907
CAPITAL AND RESERVES
Called up share capital 14 252,500 252,500
Share premium account 15 799,195 799,195
Profit and loss account 16 229,056 430,712
Capital redemption reserve 17 47,500 47,500
Shareholders' Funds (including 18 1,328,251 1,529,907
non-equity interests)
Approved by the Board on 28 October 2002
K A Arends
Director
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2002
Notes 2002 2001
# # # #
Net cash inflow from
operating activities 1 30,015 41,720
Returns on investments and
servicing of finance
Interest received 13,068 18,006
Taxation
Corporation tax refunded/(paid) 7,870 (16,554)
Capital expenditure and
financial investment
Payments to acquire tangible fixed assets (68,379) (35,802)
Receipts from sales of tangible assets 4,910 7,346
Net cash outflow from capital expenditure
and financial investment (63,469) (28,456)
Non equity dividend paid (50) 0
(Decrease)/Increase in cash 2 (12,566) 14,716
NOTES TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2002
2002 2001
# #
1. Reconciliation of operating loss to net cash
inflow from operating activities
Operating loss (35,944) (73,433)
Depreciation of tangible assets 54,365 51,403
Loss/(Profit) on disposal of tangible assets 4,209 (868)
Decrease/(Increase) in stocks 58,150 (63,183)
(Increase)/Decrease in debtors (17,623) 25,384
(Decrease)/Increase in creditors (33,142) 102,417
Net cash inflow from operating activities 30,015 41,720
2. Reconciliation of net cash flow to movement in net funds
# #
(Decrease)/Increase in cash in the period (12,566) 14,716
Net funds at 1 July 2001 421,996 407,280
Net funds at 30 June 2002 409,430 421,996
3. Major non-cash transactions
Provisions of #100,000 and #79,000 respectively have been made against the
carrying values of fixed assets and stock, as disclosed in note 4 to the
financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2002
1. ACCOUNTING POLICIES
1.1 Accounting convention
The financial statements have been prepared using applicable accounting standards under the historical cost convention.
1.2 Turnover
Turnover represents amounts receivable for goods and services provided in the year, net of VAT and trade discounts.
1.3 Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to
write-off the cost less estimated residual value of each asset over its expected useful life, as follows:-
Plant & Machinery - 25% reducing balance
Fixtures, Fittings & Equipment - 25% reducing balance
Motor Vehicles - 33% reducing balance
Freehold buildings are written off on a straight line basis over 25 years. No depreciation charge is made in
respect of freehold land.
1.4 Operating leases
Rentals payable under operating leases are charged against income on a straight line basis over the lease
term.
1.5 Stocks
Stock is valued at the lower of cost and net realisable value. Cost is determined on an average cost basis
as an approximation of the FIFO basis.
1.6 Pensions
The pension costs charged in the financial statements represent the contributions payable by the company
during the year in accordance with Financial Reporting Standard 17. As referred to in note 13 the payments
are to an independently administered defined contribution scheme.
1.7 Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates
of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate
ruling at the date of the transaction. All differences are taken to the profit and loss account.
1.8 Deferred Taxation
Following the introduction of FRS19, the company has adopted a policy of full provision for deferred tax
liabilities in respect of all timing differences, except for certain exemptions set out in the Standard.
Deferred tax assets are only recognised where they arise from timing differences where their recoverability
in the short term is regarded as more likely than not. Deferred tax balances are not discounted.
The company previously accounted for deferred tax using the liability method on all timing differences which
were expected to reverse in the foreseeable future.
This represents a change in accounting policy, although the impact of the change is immaterial to the
results of the company, and no adjustment has been required to previously reported results and reserves.
2. TURNOVER AND GROSS PROFIT
The turnover and gross profit of the company for the year has been derived from its principal activities
undertaken throughout the world.
Segmental analysis Turnover Turnover Gross Profit Gross Profit
2002 2001 2002 2001
# # # #
Tyres and wheels 2,056,582 2,041,566 338,292 305,972
Cheetah bead seating tool 114,708 122,491 42,701 40,223
All terrain vehicles 1,143,692 1,009,473 184,912 169,673
3,314,982 3,173,530 565,905 515,868
The directors do not consider it practical to allocate selling and distribution costs and administrative
expenses between business activities so segmental disclosure of results before interest and of net assets is
not possible.
The analysis of turnover by geographical market destination, all of which originates in the United Kingdom,
was as follows:-
2002 2001
# #
United Kingdom 3,238,049 3,070,999
Other markets throughout the world 76,933 102,531
3,314,982 3,173,530
2002 2001
3. OPERATING LOSS # #
Operating loss is stated after charging:
Directors' emoluments 88,596 85,314
Depreciation of tangible fixed assets 54,365 51,403
Loss/(Profit) on disposal of fixed assets 4,209 (868)
Operating lease rentals - plant & machinery 4,836 4,836
Auditors' remuneration - Audit fees 10,269 9,828
Auditors' remuneration - Other services 490 250
Net loss on foreign currency conversion 1,025 12
4. EXCEPTIONAL ITEM
The exceptional item relates to provisions made against the carrying values of certain assets recognised in
the business sale agreement as detailed in note 25 to the financial statements.
The provision may be analysed as follows:
#
Provision against fixed assets 100,000
Provision against stock 79,000
179,000
5. INTEREST RECEIVABLE AND SIMILAR INCOME # #
Bank interest receivable 13,068 18,006
6. TAX ON LOSS ON ORDINARY ACTIVITIES
a) Analysis of (credits)/charges in the period # #
Current taxation
Adjustments in respect of previous periods (245) 899
UK corporation tax on profits in the period 0 (7,553)
Tax on loss on ordinary activities (245) (6,654)
b) Factors affecting the tax charge for the period
The tax assessed for the period is different than the standard rate of
corporation tax. The differences are explained below:
2002 2001
# #
Loss on ordinary activities (201,876) (55,427)
Loss on ordinary activities (40,375) (11,085)
multiplied by the standard rate of
corporation tax in the UK of 20%
Expenses not deductible for 3,106 2,132
corporation tax purposes
Provision not deductible for 20,000 -
corporation tax purposes
Depreciation charged in excess of 644 1,400
capital allowances
Unrelieved losses carried forward 16,625 -
Adjustment to corporation tax (245) 899
charge in respect of previous
periods
(245) (6,654)
7. DIVIDENDS # #
Proposed dividend of 0.05p (2001 -
0.05p)
per preference share 25 25
25 25
8. EARNINGS PER SHARE
Earnings per ordinary share is calculated by dividing the loss after charging tax and preference dividends of
#201,656 (2001 - #48,798), by the weighted average number of ordinary shares in issue during the period of
5,000,000 (2001 - 5,000,000).
In accordance with FRS14 the adjustment for fully diluted earnings per share is ignored as it results in a
reduced loss per share.
9. TANGIBLE FIXED ASSETS
Freehold Fixtures,
Land & Plant & Fittings & Motor
Buildings Machinery Equipment Vehicles Total
# # # # #
Cost
At 1 July 2001 469,229 191,459 145,667 58,635 864,990
Additions 3,084 16,746 20,743 27,806 68,379
Disposals - (2,492) (6,907) (43,289) (52,688)
472,313 205,713 159,503 43,152 880,681
Depreciation
At 1 July 2001 52,361 131,410 100,943 48,649 333,363
On disposals - (1,095) (5,246) (37,228) (43,569)
Charge for the year 10,893 16,450 16,367 10,655 54,365
Exceptional Provision
- refer to note 4 - 41,256 44,942 13,802 100,000
63,254 188,021 157,006 35,878 444,159
Net book values
At 30 June 2002 409,059 17,692 2,497 7,274 436,522
At 30 June 2001 416,868 60,049 44,724 9,986 531,627
Included within Freehold Land & Buildings is non-depreciated land, with a cost of #200,000 (2001 - #200,000).
2002 2001
10. STOCKS # #
Finished goods and goods for resale 569,492 706,642
11. DEBTORS # #
Amounts recoverable within one year:
Trade debtors 430,566 436,459
Prepayments and accrued income 66,768 44,977
Corporation tax - 7,625
Other debtors 2,025 300
499,359 489,361
12. CREDITORS 2002 2001
# #
Amounts falling due within one year:
Trade creditors 483,444 518,989
Other taxes and social security costs 56,786 50,051
Dividend payable 25 50
Accruals and deferred income 46,297 50,629
586,552 619,719
13. PENSION COSTS
Pension costs of #8,634 (2001 - #7,674) represents amounts payable to independently administered defined
contribution schemes.
14. SHARE CAPITAL # #
Authorised
10,000,000 Ordinary Shares of 5p each 500,000 500,000
50,000 Convertible Preferred Shares of 5p each 2,500 2,500
502,500 502,500
Allotted, called up and fully paid
5,000,000 Ordinary Shares of 5p each 250,000 250,000
50,000 Convertible Preferred Shares of 5p each 2,500 2,500
252,500 252,500
The convertible preferred shares shall be entitled to a dividend of 0.05 pence (net) per share prior to the payment
of any dividend on any other class of share in the company, such dividend to be paid yearly in arrears on 31
October in each year.
The convertible preferred shares shall rank pari passu with the ordinary shares for the return of capital on a
winding up.
The convertible preferred shares are convertible into ordinary shares at the option of the holders of the shares at
any time on the basis of one ordinary share for every convertible preferred share held provided that the after tax
earnings of the company as derived from the then latest audited accounts of the company is equal to or greater than
two times the amount that would be required to pay a fixed dividend of 2.4 pence net on the aggregate number of
ordinary shares and convertible preferred shares in issue at that time.
The convertible preferred shares are also convertible into ordinary shares on the basis of one ordinary share for
every convertible preferred share following any part of the share capital of the company being admitted to the
Official List of the London Stock Exchange or an offer being made for over 50 percent of the ordinary shares of the
company becoming unconditional as to acceptances.
The convertible preferred shares do not carry any voting rights. They may be converted in full, but not in part.
For details on the share options refer to the directors' report.
15. SHARE PREMIUM ACCOUNT 2002 2001
# #
Balance at 1 July 2001 and 30 June 2002 799,195 799,195
16. PROFIT AND LOSS ACCOUNT # #
Retained profit at 1 July 2001 430,712 479,510
Retained loss for the year (201,656) (48,798)
Retained profit at 30 June 2002 229,056 430,712
17. CAPITAL REDEMPTION RESERVE # #
Balance at 1 July 2001 and 30 June 2002 47,500 47,500
18. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 2002 2001
# #
Loss before dividends (201,631) (48,773)
Dividends (25) (25)
Net reduction to shareholders' funds (201,656) (48,798)
Opening shareholders' funds 1,529,907 1,578,705
Closing shareholders' funds 1,328,251 1,529,907
Equity interests 1,325,751 1,527,407
Non-equity interests 2,500 2,500
1,328,251 1,529,907
19. DIRECTORS' EMOLUMENTS 2002 2001
# #
Emoluments 86,996 83,714
Other pension costs 1,600 1,600
88,596 85,314
During the year the number of directors to whom retirement benefits were accruing under money purchase schemes was
1 (2001 - 1).
20. EMPLOYEES
Number of employees
The average weekly number of employees (including directors) during the year was:
2002 2001
Number Number
Warehouse, 11 13
workshop and
distribution
Sales 3 4
Administration 8 6
22 23
# #
Employment Costs
Wages and salaries 433,928 421,348
Social security 40,586 40,194
costs
Other pension costs 8,634 7,674
483,148 469,216
21. RELATED PARTY TRANSACTIONS
During the year rent inclusive of rates totalling #4,591 (2001 - #4,591)
was paid to Mrs B Fielden, who was a director and a shareholder, and Mr J P
Fielden, who was a shareholder of the company. The balance outstanding at
the year end was #1,265 (2001 - #1,265). This was considered by the
directors to be a fair commercial rent for the property.
22. OPERATING COMMITMENTS AND CONTINGENCIES
Operating lease commitments
The company has a non-cancellable operating lease in respect of plant and
machinery with an annual commitment as follows:
2002 2001
# #
Leases which expire:
Within one year 4,836pa -
In the second to fifth years - 4,836pa
inclusive
Contingencies
At 30 June 2002 a H M Customs & Excise Deferment Bond of #15,000 (2001 - #15,000) (maximum contingent liability
#30,000) was held by the company's bankers.
The bank facilities are secured by a first mortgage debenture being a fixed and floating charge over the company's
assets.
At 30 June 2002 the company had a contingent liability in relation to guarantees given on some products sold by the
company. There are no material liabilities unmatched by guarantees from suppliers.
23. CONTROLLING PARTY
The directors consider there to be no ultimate controlling party.
24. INTEREST RATE RISK PROFILE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Financial assets
The Company has no financial assets, other than short-term debtors and an amount of cash held at bank.
Financial liabilities
After taking into account forward foreign currency contracts entered into by the Company, the interest rate
risk profile of the Company's financial liabilities at 30 June 2002 was:
Currency Financial liabilities on which no interest is paid
#
Sterling 564,172
US Dollar 878
Euro 21,502
586,552
At 30 June 2002 the company had forward foreign exchange contracts to the value of #30,174 (2001 - #39,833).
Currency exposures
As at 30 June 2002, after taking into account the effect of forward exchange contracts the company had no currency
exposures.
Maturity of financial liabilities
The maturity profile of the company's financial liabilities at 30 June 2002 follows those disclosed in notes 12.
Borrowing facilities
The company has no committed borrowing facilities.
Fair values of financial assets and liabilities
The fair value of the company's financial assets and liabilities at 30 June 2002 is not materially different
from their carrying value.
Gains and losses on hedges
The company endeavours to enter into forward foreign exchange contracts to eliminate the currency exposures
that arise on purchases denominated in foreign currencies immediately those purchases are transacted.
Gains and losses on forward foreign exchange contracts arising in the year are disclosed in note 3 to the
financial statements.
25. POST BALANCE SHEET EVENT
On 11 October 2002 the board signed an unconditional agreement for the sale of
the operating assets of the agricultural tyres, wheel and machinery business.
The aggregate cash consideration receivable by the company under the
terms of the disposal is #367,000, subject to completion accounts, plus an
undertaking from the buyer to pay #386,000 to the creditors of the
operating business. The company retained its cash balances at the date of sale,
the freehold site at Onehouse, and certain stock lines which are expected
to be sold to the purchaser over the next twelve months. The freehold site
at Onehouse has been leased to the purchaser of the business with an option to
buy.
On 28 October 2002 the board entered into an agreement, subject to
shareholder approval, to purchase the entire share capital of CamAxys
Ltd for consideration of up to #1.5 million, on a debt free basis, payable
by the issuance of new ordinary shares. CamAxys Ltd produces and
supplies software systems to assist the management of workplace safety,
occupational health and the environment, primarily for multisite,
multinational industrial organisations in the UK, Europe, the Middle and Far
East.
26. The Chairman's Statement, the review of operations, the
Directors' report and the financial statements for the year ended 30 June
2002 were posted to shareholders on 29 October 2002. Further copies are
available on request from the Company's registered
office.
27. The Annual General Meeting of Fieldens will be held
on 20 November 2002 at 2.30 p.m. at The Byron Suite,
De Vere University Arms, Regents Street, Cambridge
CB2 1AD.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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