Final Results

RNS Number:7948M
Basepoint PLC
26 May 2005


                                 BASEPOINT PLC.

           PRELIMINARY RESULTS FOR THE YEAR ENDED 28th FEBRUARY 2005


Basepoint Plc, the AIM listed specialist provider of Managed Business,
Innovation & Enterprise Centres (MBECs), today announces its preliminary results
for the year ended 28th February 2005.

HIGHLIGHTS

*  Proposed final dividend increased from 2.2p to 2.5p per share to make a total
   dividend of 3p (2004 - 2.7p) - an increase of 11%.
*  Increase in portfolio valuation of #732,000 which together with retained
   earnings leads to an increase in net assets per share from #1.97 to #2.10.
*  MBEC developed for SEEDA (South East England Development Agency) at Gosport
   opened in May 2004 with ongoing management contract.
*  MBECs developed for Basepoint Limited Partnership at Bournemouth and Swindon
   opened in October 2004 and January 2005 respectively and both providing
   ongoing management contract alongside 25% equity interest.
*  Appointed by SEEDA in January 2005 to construct and operate an MBEC in
   Newhaven with ongoing management contract at completion.
*  Additional long leasehold site acquired in High Wycombe for construction of a
   second phase scheduled to open in December 2005.
*  Freehold site for MBEC acquired in Tewkesbury with construction completion
   scheduled for February 2006.
*  Appointed manager by Kent County Council in March 2005 for their Enterprise
   Centre in Northfleet.

CHAIRMAN'S STATEMENT

Results
The Group has recorded a profit before tax of #1.31m which compares to #1.56m in
2004. Profits available to shareholders after both tax and minority interests
were #1.09m (2004 - #1.19m). Earnings per share were 9.74p (2004 - 10.67p) basic
and 9.52p (2004 - 10.46p) fully diluted. Net assets per share at the year end
amounted to #2.10 (2004 - #1.97) with our property portfolio standing at #33.7m
(2004 - #30.99m). On a diluted basis after allowing for deferred taxation the
adjusted net assets per share were #1.75 (2004 - #1.66). In my statement to
shareholders last year I cautioned that a substantial part of profits in that
year had arisen through procurement and project management fees derived from new
development activities. Although those activities have continued into 2005 they
have been at a lower level and this, together with the costs associated with an
abortive development project, as previously reported in the Group's interim
statement, has impacted on the results.

Strategic progress
The results belie the intense activity in developing the underlying business of
the Group. Our strategy is to maximise the potential from our wholly owned
MBECs, to build new centres either with or without an ownership interest and to
generate an income stream from development project and operational management
activities. We achieved good performance against these strategic objectives
during the year.

Our core portfolio of eight wholly owned MEBCs has performed strongly throughout
the year with occupancy statistics averaging an outstanding 92.3% of maximum. On
the development front we completed new centres at Gosport, Bournemouth and
Swindon with each contributing project management fees. We acquired a long
leasehold interest in the land adjacent to our centre in High Wycombe and a
second phase for this successful centre is now underway. At the year end work
was in progress on SEEDA schemes at Hastings and Newhaven and shortly thereafter
we acquired a freehold site for a new MBEC development at Tewkesbury.

Four new centres have been opened within the Basepoint Limited Partnership
within the space of 15 months. Typically a new centre will take up to 24 months
to reach an optimum occupancy level and as a consequence of this natural build
up process, the profitability of the Partnership has been restricted. As these
centres move towards maturity we hope to attract further capital, thereby moving
further towards our target of eight centres in the Partnership.

Operational management contracts were gained from the South East England
Development Agency at Gosport, from the Basepoint Limited Partnership at
Bournemouth and Swindon and shortly after the year end from Kent County Council
at Northfleet.

Earnings per share and dividend
Since 2001 we have increased the dividend in each year and at the same time have
been able to increase the level of earnings cover for the dividend from 2.3
times in 2001 to 3.9 times last year. Last year the total dividend was increased
by 22% over the preceding year and this year your Board is recommending a
further increase of 11% with a final dividend of 2.5 p per share to make a total
of 3p for the year. Earnings cover on that dividend is 3.2 times. The final
dividend will be paid on 22nd July 2005 to shareholders on the register at 24th
June 2005, subject to confirmation at the Annual General Meeting and it remains
our intention to continue to pursue a progressive dividend policy.

Outlook
We have made a good start to our 2006 year.

The outlook for existing core activities is good and this should support a
significant proportion of profits currently anticipated in 2006. Occupancy at
our own centres has been maintained at high levels whilst that at the Basepoint
Limited Partnership centres has shown promising increases as those four centres
move towards maturity. As the Partnership occupancy develops we will renew our
efforts to find fresh Partnership capital with the intent to increase the number
of centres.

We continue to work for SEEDA on both development and management contracts and
are seeking to extend our business model to other Regional Development Agencies
through active negotiations. The recent award of a management contract by Kent
CC significantly enhances our credibility as we pursue a number of similar
contracts with other Authorities and similar public bodies.

However, the emergence of more competition in our South East market place,
diminishing grant support and increasing land prices does not allow us to be
complacent. We are seeking to counter-act these negative aspects by extending
our business activities into other areas such as the management contracts with
SEEDA and Kent County Council. The addition of further new management contracts,
both development and operational, will be necessary to enable profits to expand.
I am optimistic that other such contracts will be won.

We are also seeking to extend our geographical spread into other areas where
land prices can be constrained. The development underway at Tewkesbury, for
example, represents a new geographical area for us and the planning in the
design and construction of the centre should lead to cost efficiency. In other
areas we are extending our activities to fully embrace the education sector so
that we can develop our business model to include support for knowledge
transfer.

Board and Staff
Brian Keys retired from the Board on 28th February having served as a director
since 1994. It is no co-incidence that this period saw significant development
and expansion in the Company as it changed from a residential housing company to
the leading MBEC developer and operator. We have benefited greatly from his wise
counsel over the years and I would like to record my own gratitude, as well as
that of my fellow directors, for his commitment to Basepoint.

I was delighted to welcome Nick Smith and Phil Stansfield to the Board in
September 2004. Both had been working for Basepoint for a number of years and
their promotion was well earned. Both bring considerable knowledge, expertise
and enthusiasm to the business and they will, I am sure, be invaluable to
Basepoint.

As ever, the success of the business depends heavily on the contributions made
by all of the staff. We have a highly skilled team and, on behalf of the whole
Board, I would like to thank them all for their continued support and effort.




Viscount Lifford

26th May 2005


                          OPERATING & FINANCIAL REVIEW

BUSINESS OBJECTIVES FOR 2006

*  Complete development at Tewkesbury and Phase II at High Wycombe
*  Secure sites for the MBEC development programme and identify opportunities
   for future years
*  Expand number of MBEC operational management contracts
*  Secure further MBEC development management contracts to generate project fees
   and follow on operational management contracts
*  Develop occupancy at Basepoint Limited Partnership MBECs to assist in new
   partner capital raising

BUSINESS MODEL

*  Centres must provide good quality business space suitable for a variety of
   uses, offer good security, engender a community spirit, be well located and
   provide free parking.
*  Available units must be capable of near instant occupation with a minimum of
   legal formality and subject to only two weeks commitment at an all inclusive
   charge.
*  Each centre to have its own permanent staff to manage marketing and lettings,
   maintenance issues, tenant billing and credit control and provide business
   support for the centre occupants.
*  Primary operating costs - rates, ground rents and centre salaries - should
   all be linked to occupancy levels wherever possible.
*  Target market is the small and growing business. The target area is central
   southern and south east England excluding London with expansion to other
   geographical areas to achieve land cost control.
*  Additional income streams to be derived from the core product to include
   telecom systems, project management fees from supervising the construction
   process of MBECs, procurement fees for locating and delivering MBECs and fees
   from the ongoing management of centres not wholly owned by Basepoint.
*  Pre development appraisals should confirm that a proposed centre will be
   viable at minimum occupancy levels of 75%.
*  Construction should be sensitive to environmental issues but reflect
   efficiencies gained through experience and increased scale of activity.

TRADING REVIEW

MBECs
Average occupancy across all Basepoint wholly owned MBECs was 92% of maximum
which contrasts to last year at 87%. The achievement of high occupancy rates is
attributable to the resilience of the market, the diverse range of businesses
occupying centres, the geographical spread of the centres, the quality and
affordability of the product and the skills of the central and local management
teams.

Basepoint has developed four MBECs for the Basepoint Limited Partnership
("Basepoint Partnership" or "Partnership") in which it retains a 25% ownership
interest. The Partnership opened centres at Bournemouth in October 2004 and
Swindon in January 2005; these followed on from those at Andover and Crawley
which opened in October and November 2003. At the date of this report, occupancy
at Andover and Crawley was in excess of 50% and in excess of 20% at the others.
These four MBECs are expected to generate a pre interest profit in the coming
year but because they are in the start up phase the profits generated are
unlikely to cover the Partnership's interest costs with the consequence that
there would be a negative contribution to Basepoint Group results for the year
ending 28th February 2006.

The centre at Gosport operated for SEEDA opened in May 2004 and occupancy is
currently at 50% and building steadily.

Expansion of business activities
We have continued to expand our activities through two distinct avenues, both of
which are intended to produce fee income as an additional, major income stream
but without the intensive use of capital required to pursue wholly owned new
centre developments. Both are in the nature of partnerships - one within the
private sector and one within the public sector - but both focus on our MBEC
product.

Private Sector
As reported last year, a partnership was formed in 2003 with the Trustees of the
Kodak Pension Plan (a client of LaSalle Investment Management). The Partnership
has committed to four new MBEC developments - two of which opened in the
financial year ended 29th February 2004 and two of which opened in the second
half of the financial year now under review.

The Partnership has performed in line with expectations in its first full
financial year showing both a profit on trading and an uplift in value over cost
over its four centres. The centres at Crawley and Andover benefited from income
support packages provided by the respective Local Authorities and this has been
valuable during a build up phase where deficits would otherwise ordinarily be
expected. Basepoint has maintained its 25% stake in the Partnership and
accordingly shares in those profits and gains.

The Partnership will need to access more capital if it is to expand beyond its
present four centres and this is proving to be more difficult to arrange than
originally anticipated. Potential investors are concerned at the risk during the
build up phase on new centres and this risk is discouraging investment. The
current plan is to allow the existing Partnership centres to mature to an
occupancy level in excess of 60% at which point it is expected that there would
be a reliable operating income stream. To encourage investment into the
Partnership, it may be feasible to provide the Partnership with some level of
income guarantee during the build up phase on successive centres in return for
an enhanced procurement fee. Although this would transfer the risk to Basepoint
it would be no more than the risk of carrying out a development where full
ownership was retained and would permit the possible generation of development
profits. This will be examined over the coming year as the existing centres
reach maturity.

As reported at the half year Basepoint's expansion plans were dealt a blow
during the year when the landowner of a potential MEBC site in Farnham withdrew
from sale late in the site acquisition process. This caused a break in the
development pipeline leading to a reduction in budgeted development income and
also resulted in Basepoint absorbing approximately #130,000 of abortive costs.

Public Sector
SEEDA is the Government funded agency responsible for the economic and social
development of the South East of England. It is also the lead public sector body
for delivering regeneration and physical development in the South East region
and it works closely with Government, local authority partners and the private
sector to deliver national and regional priorities. SEEDA is committed to
nurturing new and young businesses throughout the region via its Enterprise Hub
and Enterprise Gateway initiatives and is addressing the lack of suitable real
estate facilities for higher risk and starter businesses.

In January 2004 Basepoint was appointed a preferred partner to SEEDA after a
lengthy public tendering process. Basepoint is working with SEEDA under the
terms of a seven-year agreement to design, develop and manage a number of
centres to be funded by SEEDA. The umbrella agreements exchanged with SEEDA will
enable Basepoint to generate project management fees during the construction
phase of centres and supervisory management fees during the operational phase,
on a base fee plus performance related fee basis. Project management income has
been received in the year from work in connection with a project in Hastings
under SEEDA control and from a SEEDA owned project in Newhaven. Work was ongoing
on these contracts at the financial year end with expected completion in
February and August 2006 respectively. An operational management contract will
follow on from completion of the Newhaven development but is not expected in the
case of Hastings. Basepoint has also been appointed by SEEDA to carry out
feasibility study work on sites in Canterbury and Eastbourne and it is hoped
that these will progress into full contracts.

In March 2005 following a bid competition Basepoint was awarded a contract by
Kent County Council to manage its centre in Northfleet. The centre is already
built and the project became income generating during April. The contract
provides for a base fee plus a performance related fee. This, and other similar
contracts currently under negotiation, is a good example of the Group leveraging
its skills to provide additional income streams.

Own centres
Basepoint completed the purchase of a freehold site in Tewkesbury shortly after
the financial year end. Planning consent was gained to develop an MEBC and
construction work commenced in April with an expected completion during February
2006. The development cost is budgeted at #4m. Basepoint plans to operate the
centre as an addition to its own core portfolio. In addition work started in
April 2005 on the second phase of the successful centre in High Wycombe.
Budgeted cost is #1.8m which includes upgrading the centre's telecommunication
equipment to current standards. This phase is scheduled to be completed in
December.

Property Portfolio Revaluations
Vail Williams, professionally qualified valuers, have again valued the property
portfolio as at 28th February 2005. The basis for their valuation, which is in
accordance with the Royal Institution of Chartered Surveyors Appraisal and
Valuation Manual, is open market value after allowance for notional purchaser's
costs and takes account of occupancy trends and relevant operational costs.
Overall the Basepoint portfolio of MBECs increased in value by #533,000 during
the financial year reflecting both operational factors and improved market
yields. The remaining non core commercial property investment increased in value
by #105,000. MBECs owned by the Basepoint Limited Partnership, including the two
newly completed, recorded valuation gains amounting to #376,000, with Basepoint
benefiting from its proportional interest therein.

FINANCIAL REVIEW
Turnover for the year amounted to #5.77m compared to #5.81m in 2004. MBEC
operational turnover increased from #4.23m to #4.65m, an increase of 10%, whilst
operating profit from that source increased by 6.6% to #1.17m. MBEC management
fee turnover increased from #25,000 to #127,000, with operating profits from
that source increasing from #15,000 to #102,000. MBEC development turnover which
includes project management and procurement fees, declined from #1.41m to
#0.85m, with operating profits reducing from #775,000 to #186,000. The abortive
project charges of #130,000 are included within operating profits, which
together with the increase in operating and administration costs flowing through
from the Basepoint Partnership, explains the increase in operating and
administration costs over the year.

In 2005 one non core investment property was sold to realise a profit on sale
over carrying value of #116,000 (2004 -#49,000). The remaining Group non core
investment property comprises a commercial investment carried at a current value
of #1.57m. It generates a satisfactory return at the present time and there are
no immediate plans for its disposal.

Net interest costs decreased from #508,000 to #394,000. This arose primarily
through the Group advancing funds to the Basepoint Partnership to fund the
development of the latest centre, which contributed approximately #164,000 of
interest over and above that which would have been obtained on conventional bank
deposits.

As a result of the movements in income and costs described above, profit on
ordinary activities has reduced from #1.56m to #1.31m.

Dividends, Earnings per share and Net Assets per share
In line with the declared policy of maintaining a progressive dividend, the
Board is recommending a final dividend of 2.5p which, together with the interim
dividend of 0.5p, will result in a total for the year of 3p - an increase of
11.1% on the previous year. In making a recommendation for the final dividend
the Board has taken into account the relatively high levels of dividend cover
over the last two years. Although the profit for the year has reduced it was
considered that cover on the enhanced dividend of 3.2 times allows the higher
pay out. The total absorbed by dividends will be #336,000 (2004 - #302,000).
Payment of the final dividend will be on 22nd July 2005 to shareholders on the
register at 24th June 2005, subject to approval at the Annual General Meeting.

In considering the Group's performance, shareholders will be mindful of the
unrealised gains reported in the Statement of Total Recognised Gains and Losses
amounting to #732,000 (2004 - #1.31m). The valuation gains, together with
retained earnings, combine to increase year end net assets per share to #2.10
(2004 - #1.97) an increase of 6.6%. The Group has substantial asset backing, in
the form of its MBECs and other investment properties, standing at #33.7m at
February 2005. Cumulative, unrealised gains of #11.8m have been recognized on
revaluation of the Group's properties. The un-provided deferred tax on the
unrealised revaluation gains is estimated to be #3.1m at 28th February 2005 and
the discount applied to deferred tax timing differences is #438,000. These
adjustments potentially reduce the net assets per share to #1.79 (2004 - #1.70).

INVESTMENT FOR THE FUTURE
The Group plans to expand the number of operating MBECs year by year. It is
expected that the expansion in the foreseeable future will be via the extension
of our own core portfolio, through contracts with public bodies and through the
Basepoint Partnership if it is able to access fresh capital. The potential for
expansion remains strong, both as regards sites and the pool of small businesses
seeking good quality and value facilities. The Group development and project
management team is capable of handling the annual procurement and development of
approximately 400 units per year with 80 to 90 units in each centre.

Principal anticipated impact following the introduction of International
Accounting Standards
We reported last year that we had undertaken a preliminary study, in conjunction
with professional advisers, of the International Accounting Standards (IAS)
expected to have a major impact on Basepoint. At that time we expected that the
first Accounts to be affected would be those for the year ended 28th February
2006, although the interim accounts at 31st August 2005 would also be presented
under IAS rules. Since then the AIM team of the London Stock Exchange has
announced a relaxation on implementation of IAS for AIM companies. As a result
it is now expected that the first Accounts under IAS rules will be those for the
year ending 28th February 2008, with the Interim Results issued in that year
also complying.

Under IAS, gains and losses arising from changes in fair values of investment
properties will be recognised in the income statement rather than a Statement of
Total Recognised Gains & Losses. In recent years such gains have been very
substantial and the revised reporting requirement would have had a material
effect on reported income. It is not possible to predict the level, if any, of
such gains in future years.

Under FRS 19 - Deferred Taxation - it is not permitted to provide for deferred
tax arising from revaluation gains on investment properties. However it will
become mandatory under IAS 12. This will require a first time adoption change
bringing in the liability on revaluation gains. Additionally, the discounting of
deferred taxation permitted by FRS 19 and adopted by Basepoint is not allowed by
IAS 12. The combined impact of these adjustments, based on the current financial
statements, would require an additional provision for deferred tax of
approximately #3.6m.

FINANCING
At the year-end, long-term loans from Bank of Scotland were #12.9m against
shareholder funds of #23.5m which gave a gearing level of 55% compared to 52% at
the previous year-end. Against a property portfolio of #33.7m the loan to value
gearing was a modest 38 % (2004 - 37%). Although it was anticipated that gearing
would reduce under the current strategy, the gearing level within the Basepoint
Partnership was increased during the year at the request of the major partner.
Consequently there is a small rise in gearing levels. The gearing levels stated
above are on a gross basis and do not recognise that the Group had approximately
#5.3m cash on deposit at the financial year end.

The Basepoint Partnership also funds its investment properties with Bank of
Scotland under loan facilities which are segregated from those of Basepoint.
During the construction phase of the Swindon MBEC, which opened in January 2005,
Basepoint agreed with the Partners of the Basepoint Partnership that it would
fund the development period by means of a short term loan. This loan was
discharged at the end of February when the Partnership agreed an extended
facility with Bank of Scotland. At 28th February 2005 the Partnership had fully
drawn its facility of #11.6m.

Financial instruments are used to control the cost of borrowing within a defined
interest rate band for both Basepoint and the Basepoint Partnership. Financial
instruments extending to 2008 protect approximately 80% of Basepoint's interest
rate risk on long-term debt. Approximately 43% of the risk on the Basepoint
Partnership is covered to 2007 in a similar manner.

TAXATION
Taxation, as a percentage of profit on ordinary activities, has decreased from
23.5% to 16.2%. The charge for the year comprises current tax of #19,000 and
deferred tax of #193,000. The transfer of investment properties within the Group
has released expenses charged to those developments and previously unrelieved
for tax purposes. The total provision for deferred tax since the adoption of FRS
19 now amounts to #714,000. Nearly all of this provision arises from allowances
obtained from costs incurred in building MBECs and, with the intention of
holding them for the longer term, we do not expect the deferral to reverse in
the foreseeable future. In accordance with FRS 19 no provision is made for any
deferred potential tax liability that could arise if the principal properties
were sold at their current carrying value.

CASHFLOW
Cash inflow from operating activities during the year amounted to #2.287m (2004
- #3.827m). This translates into cash inflows of #1.589m from operating profits
and #698,000 being the net inflow movement on debtors and creditors - mainly the
repayment of cash loaned to the Basepoint Partnership at February 2004.

Principal cash outflows shown in the cash flow statement comprise the
proportional capital spend on the additions to Basepoint Partnership MBECs. In
addition net financing costs were #394,000 and taxation payments #358,000. The
net cash outflow of #687,000 was funded by receipts of long-term finance within
the Basepoint Partnership.

Net debt at the year end comprised long term loans and current year overdrafts
of #13m, less cash invested for the short term of #5.3m.

Robert Cleaver, Chief Executive
David Boakes, Director of Finance
26th May 2005





                      CONSOLIDATED PROFIT AND LOSS ACCOUNT
                     for the year ended 28th February 2005

                                                         2005             2004
                                                        #'000            #'000

TURNOVER                                                5,773            5,815
Operating expenses                                      2,237            2,046
                                                      -------          -------
GROSS PROFIT                                            3,536            3,769
ADMINISTRATION EXPENSES                                 1,947            1,747
                                                      -------          -------
OPERATING PROFIT                                        1,589            2,022
PROFIT ON SALE OF INVESTMENT                              116               49
PROPERTY
                                                      -------          -------

PROFIT ON ORDINARY ACTIVITIES                           1,705            2,071

BEFORE INTEREST

Interest receivable                                       387              192

Interest payable                                         (781)            (700)
                                                      -------          -------

PROFIT ON ORDINARY ACTIVITIES                           1,311            1,563

BEFORE TAXATION

TAX ON PROFIT ON ORDINARY                                (212)            (367)

ACTIVITIES
                                                      -------          -------

PROFIT ON ORDINARY ACTIVITIES                           1,099            1,196

AFTER TAXATION

Minority interests                                        (10)              (4)
                                                      -------          -------

PROFIT FOR THE FINANCIAL YEAR                           1,089            1,192

Dividends                                                 336              302
                                                      -------          -------

RETAINED PROFIT TRANSFERRED                               753              890

TO RESERVES
                                                        =====            =====

Earnings per share - pence

Basic                                                    9.74            10.67
Fully diluted                                            9.52            10.46


          CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
                     for the year ended 28th February 2005

                                                             2005         2004
                                                            #'000        #'000

PROFIT FOR THE FINANCIAL YEAR                               1,089        1,192
Surplus arising on revaluation of properties                  732        1,316
                                                          -------      -------
TOTAL RECOGNISED GAINS AND LOSSES                           1,821        2,508
RELATING TO THE YEAR
                                                            =====        =====
NOTE OF CONSOLIDATED HISTORICAL COST PROFITS AND LOSSES
Reported profit on ordinary                                 1,311        1,563
activities before taxation
Realisation of property revaluation gains/                      -           (9)
(deficit) of previous years
                                                          -------      -------
HISTORICAL COST PROFIT ON ORDINARY                          1,311        1,554
ACTIVITIES BEFORE TAXATION
                                                            =====        =====
Historical cost profit for the year                         1,089        1,183
retained after taxation and minorities
                                                            =====        =====




                           CONSOLIDATED BALANCE SHEET

                               28th February 2005


                                                       2005              2004
                                                      #'000             #'000
FIXED ASSETS
Tangible assets                                         288               251
Investment property                                  33,705            30,989
                                                   --------         ---------
                                                     33,993            31,240
CURRENT ASSETS
Developments in progress                                161                24
Debtors                                                 839             1,703
Investments                                               -                90
Cash at bank                                          5,348             4,756
                                                   --------         ---------
                                                      6,348             6,573
CREDITORS: Amounts falling                           (3,535)           (4,003)
due within one year
                                                   --------         ---------
NET CURRENT ASSETS                                    2,813             2,570
                                                   --------         ---------
TOTAL ASSETS LESS CURRENT                            36,806            33,810
LIABILITIES
CREDITORS: Amounts falling                          (12,365)          (11,062)
due after more than one year
PROVISIONS FOR LIABILITIES                             (714)             (521)

AND CHARGES

MINORITY INTERESTS                                     (177)             (190)
                                                     ------            ------
NET ASSETS                                           23,550            22,037
                                                     ======            ======
CAPITAL AND RESERVES
Called up share capital                               1,122             1,117
Share premium account                                 5,812             5,794
Special reserve account                               1,535             1,535
Revaluation reserve                                  11,838            11,106
Profit and loss account                               3,243             2,485
                                                     ------            ------
SHAREHOLDERS' FUNDS - EQUITY                         23,550            22,037
INTERESTS
                                                     ======            ======

ON BEHALF OF THE BOARD:

R.J. Cleaver - Chief Executive

T.D. Boakes - Director of Finance

Approved by the Board on 26th May 2005


                        CONSOLIDATED CASH FLOW STATEMENT
                     for the year ended 28th February 2005

                                                           2005          2004
                                                          #'000         #'000

Net cash inflow from operating activities                 2,287         3,827
Returns on investment and servicing of finance             (394)         (508)
Taxation                                                   (358)           (7)
Capital expenditure and financial investment             (1,902)       (2,976)
Acquisitions and disposals                                  (18)            -
                                                        -------       -------
                                                           (385)          336
Equity dividends paid                                      (302)         (302)
                                                        -------       -------
                                                           (687)           34
Financing                                                 1,381           164
                                                       --------       -------
INCREASE IN CASH IN THE YEAR                                694           198
                                                          =====         =====

RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT

                                                           2005           2004
                                                          #'000          #'000

Increase in cash in the period                              694            198
Cash repaying mortgage and bank loan                        585          1,002
Cash received from mortgage and bank loan                (1,943)        (1,157)
                                                        -------        -------
                                                           (664)            43
Net debt at 1st March 2004                               (7,312)        (7,355)
                                                        -------        -------
NET DEBT AT 28TH FEBRUARY 2005                           (7,976)        (7,312)
                                                         ======         ======







                     NOTES TO THE PRELIMINARY ANNOUNCEMENT

1.              The preliminary results have been extracted from the Group's
audited accounts which have been approved and signed by the directors and
auditors. They have not yet been delivered to the Registrar of Companies. The
financial information set out in this preliminary announcement does not comprise
Statutory Accounts within the meaning of Section 254 of the Companies Act 1985.

2. DIVIDENDS AND EARNINGS PER SHARE

                                                              2005       2004
                                                             #'000      #'000

Interim dividend of 0.5p (2004 - 0.5p) per share                56         56
Proposed final dividend of 2.5p (2004 - 2.2p) per share        280        246
                                                           -------    -------
                                                               336        302
                                                           =======    =======

                               Earnings                 Shares in Issue
                              2005        2004            2005            2004
                             #'000       #'000             No.             No.

Profit on ordinary
activities after
tax                          1,089       1,192               -               -
and minority interests
Weighted average
share capital                    -           -      11,180,030      11,169,588
                         ---------   ---------   --------------  --------------
Basic
earnings/share
capital                      1,089       1,192      11,180,030      11,169,588
Adjustments:
Options                          -           -         261,886         223,391
                         ---------   ---------   --------------- --------------

Adjusted
earnings/fully
diluted share
capital                      1,089       1,192      11,441,916      11,392,979
                             =====       =====      ==========      ==========

3. SHARE CAPITAL

                                          Ordinary shares of 10p each
                                               2005                       2004
                                     No.      #'000             No.      #'000

Authorised                    22,000,000      2,200      22,000,000      2,200
                              ==========      =====      ==========      =====
Issued and fully paid
At 1st March 2004             11,169,588      1,117      11,169,588      1,117
Issued 1 December
2004 under                        45,000          5               -          -
employee share option
scheme
                           --------------  --------   --------------- --------
                                                                  -
At 28th February
2005                          11,214,588      1,122      11,169,588      1,117
                              ==========      =====      ==========      =====



4. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

                                                             2005         2004
                                                            #'000        #'000

Profit on ordinary activities fter taxation and
minority interests                                          1,089        1,192
Dividends                                                    (336)        (302)
Other recognised gains and osses relating to the year         732        1,316
New share capital subscribed                                   23            9
Adjustment relating to further aquisition of shares in
BHAT Ltd.                                                       5            2
                                                        ---------    ---------
Net addition to shareholders' funds                         1,513        2,217
Opening shareholders' funds                                22,037       19,820
                                                        ---------    ---------
Closing shareholders' funds                                23,550       22,037
                                                           ======       ======

5. 2005 REPORT AND ACCOUNTS

Copies of the 2005 Report and Accounts will be sent to shareholders in due
course. Further copies will be available from the Company's Nominated Adviser,
Smith & Williamson Corporate Finance Limited, No. 1 Riding House Street, London,
W1A 3AS.

6. COPY OF THE ANNOUNCEMENT

A copy of this announcement will be available from the Company's Nominated
Adviser, Smith & Williamson Corporate Finance Limited, No. 1 Riding House
Street, London, W1A 3AS.

7. DIVIDEND TIMETABLE

Ex-dividend                                       22 June 2005
Record date                                       24 June 2005
Expected payment date                             22 July 2005

Contacts
Robert Cleaver or David Boakes
Telephone: [phone]

E mail:
[e-mail]
[e-mail]

Nicola Horton
Smith & Williamson Corporate Finance Limited
Tel: [phone]
E mail: [e-mail]



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

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