Final Results
August 31 2005 - 12:48PM
UK Regulatory
RNS Number:6685Q
Base Group PLC
31 August 2005
Base Group plc ("the Group")
Results for the financial year ended 28 February 2005
The following information has been extracted from the Report & Accounts of Base
Group plc for the financial year ended 28 February 2005 which have been posted
to shareholders today:
"The pre-tax loss for the year ended 28 February 2005 showed a loss of #153,000
(2004: loss of #1,315,000). The consolidated balance sheet at 28 February 2005
shows net assets of #13,000 and cash in bank of #64,000.
The board have been actively investigating a number of potential acquisitions.
To date, no acquisition has been identified which the board consider would bring
material benefits to the group's shareholders. The board are continuing to
identify potential acquisitions and believe that they will be able to announce a
transaction before Christmas 2005. Meanwhile, all executive and non-executive
remuneration has been deferred to minimise overhead costs."
Adrian Bradshaw
Chairman
31 August 2005
Enquiries:
Adrian Bradshaw
Telephone: 020 7495 5524
25 Upper Brook Street
Mayfair
London
W1K 7QD
Consolidated profit and loss account
for the year ended 28 February 2005
Year ended Year ended
28 February 29 February
Note 2005 2004
Total Total
#000 #000
Turnover - 595
Cost of sales - (158)
______ ________
Gross profit - 437
Administration (157) (1,391)
expenses
______ ________
Operating loss 2, 3 (157) (954)
Loss on disposal - (362)
of subsidiaries
Interest 4 13
receivable
Interest payable 6 - (12)
______
Loss before
taxation and for
the financial year 15 (153) (1,315)
Loss per share:
Basic 8 (0.02p) (0.16p)
Diluted 8 (0.02p) (0.16p)
All results are derived from continuing operations.
There were no recognised gains and losses other than the reported losses above.
Movements in reserves are set out in note 15.
The financial information set out above does not constitute the company's
statutory accounts for the year ended 28 February 2005 and year ended 29
February 2004 but is derived from those accounts. Statutory accounts for 2004
have been delivered to the registrar of companies, and those for 2005 will be
delivered following the company's annual general meeting. The auditors' report
for 2004 was qualified in respect of a limitation of the scope of their audit
due to the sale of two subsidiaries in the year; as a further result of this
limitation of the audit scope, their report also contains a statement under
sections 237(2) and (3) of the Companies Act 1985. The auditors report for 2005
was unqualified and did not contain a statement under sections 237(2) and (3) of
the Companies Act 1985. The statutory accounts for 2005 have been sent to
shareholders today.
Balance sheet
at 28 February 2005
Note Group Company
2005 2004 2005 2004
#000 #000 #000 #000
Fixed assets
Intangible assets 9 - - - -
Tangible assets 10 - - - -
Investments 11 - - - -
- - - -
Current assets
Debtors 12 5 19 5 19
Cash at bank and in hand 64 224 64 224
69 243 69 243
Creditors: Amounts falling due within one 13 (56) (77) (158) (179)
year
Net current assets 13 166 (89) 64
Total assets less current liabilities 13 166 (89) 64
Capital and reserves
Called up share capital 14 8,498 8,399 8,498 8,399
Shares to be issued 15 - 99 - 99
Share premium account 15 3,011 3,011 3,011 3,011
Profit and loss account 15 (11,496) (11,343) (11,598) (11,445)
Equity shareholders' funds 13 166 (89) 64
The financial statements were approved by the board of directors on 31 August
2005 and signed on its behalf by:
A Bradshaw
Director
Consolidated cash flow statement
for the year ended 28 February 2005
Year ended Year ended
28 February 29 February
Note 2005 2004
#000 #000
Cash outflow from operating activities 19a (164) (718)
Returns on investments and servicing of finance 19b 4 1
Acquisitions and disposals 19d - (102)
Cash outflow before use of liquid resources (160) (819)
Management of liquid resources 219 (219)
Financing - -
Increase/(Decrease) in cash in the period 59 (1,038)
Reconciliation of net cash flow to movement in net funds
Year ended Year ended
28 February 29 February
Note 2005 2004
#000 #000
Increase/(decrease) in cash in the period 20 59 (1,038)
Cash (inflow)/outflow from changes in liquid resources 20 (219) 219
Net funds at the start of the period 20 224 1,043
Net funds at the end of the period 20 64 224
Reconciliation of movements in shareholders' funds
for the year ended 28 February 2005
Year ended Year ended
28 February 29 February
2005 2004
#000 #000
Group
Loss for the financial period (153) (1,315)
(153) (1,315)
Opening shareholders' funds 166 1,481
Closing shareholders' funds 13 166
Company
Loss for the financial period (153) (1,253)
(153) (1,253)
Opening shareholders' funds 64 1,317
Closing shareholders' funds (89) 64
Notes
(forming part of the statutory financial statements)
1 Principal accounting policies
The following accounting policies have been applied consistently in dealing with
items which are considered material in relation to the Group's financial
statements:
Basis of preparation
The financial statements have been prepared in accordance with applicable United
Kingdom accounting standards and under the historical cost convention.
The directors have prepared the accounts on a going concern basis. As referred
to in the Chairman's statement, the company is actively seeking a suitable
reverse takeover which needs to be completed by 1st April 2006 and is expected
to provide additional working capital. Unless a transaction is completed by
this date, the group will be delisted from the Alternative Investment Market.
Until that is achieved, the current cash position of the company is sufficient
to cover anticipated operating costs over the next twelve-month period. All
directors and the principal creditor have agreed to defer payment of their
current fees until the company has completed the reversal.
As referred to in note 17, the company has received a claim. The directors have
taken appropriate action to ensure that any claim is not payable until the
reversal is completed.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
Base Group plc and its subsidiaries, all of which were prepared to 28 February
2005. The acquisition method of accounting has been adopted. Under this
method, the results of subsidiary undertakings acquired or disposed of in the
period are included in the profit and loss account from the date of acquisition
up to the date of disposal.
A separate profit and loss account has not been prepared for the parent company
in accordance with the exemption given by Section 230(4) of the Companies Act
1985.
Goodwill
In accordance with the provisions of FRS10 'Goodwill and Intangible Assets'
positive goodwill arising on acquisition is capitalised as an intangible asset
and amortised on a straight line basis to #nil, over its estimated useful life
(see note 9).
Tangible fixed assets and depreciation
Depreciation is provided to write off the cost, less the estimated residual
values, of all tangible fixed assets on a straight-line basis over their
estimated useful economic lives. Their expected useful lives are as follows:
Plant and equipment - 2-4 years
Where there is evidence of impairment, fixed assets are written down to
recoverable amounts.
Taxation
Deferred tax is recognised, without discounting, in respect of all timing
differences between the treatment of certain items for taxation and accounting
purposes which have arisen but not reversed by the balance sheet date, except as
otherwise required by FRS 19 'Deferred Tax'. Deferred tax assets are recognised
only when it is more likely than not that they will be recovered.
Investments
In the company's balance sheet, investments in subsidiary undertakings are
stated at cost, less amounts written off where, in the opinion of the Directors,
there has been impairment in value.
Where the consideration for the acquisition of a subsidiary undertaking includes
shares in the company to which the provisions of section 131 of the Companies
Act 1985 apply, cost represents the nominal value of the shares issued together
with the fair value of any additional consideration given and costs. In the
consolidated financial statements the excess of the fair value of the
consideration shares issued over their nominal value (merger relief) is credited
to other reserves.
Liquid resources
Liquid resources comprise term deposits of less than two months.
Cash
Cash, for the purpose of the cash flow statement, comprises cash in hand and
deposits repayable on demand.
Turnover
Turnover represents sales to third parties excluding value added tax and to
customers within the UK.
2 Loss on ordinary activities before taxation
Year ended Year ended
28 February 29 February
2005 2004
#000 #000
Loss on ordinary activities before taxation is stated after charging:
Depreciation
Owned assets - 9
Exceptional impairment of goodwill - 484
Auditors' remuneration:
Group - audit 3 3
Company - audit - 3
No other fees were paid to the auditors.
3 Exceptional items
The exceptional costs, charged in administrative expenses, comprise:
Year ended Year ended
28 February 29 February
2005 2004
#000 #000
Goodwill impairment - 484
Notes (continued)
4 Staff numbers and costs
The average monthly number of persons employed by the Group (including
directors) during the period was as follows:
Year ended Year ended
28 February 29 February
2005 2004
Number Number
Directors and senior management 3 2
Sports operations - 9
3 11
The aggregate payroll costs of these persons were as follows:
Wages and salaries 25 387
Social security costs 3 42
Other pension costs - 42
28 471
5 Remuneration of directors
In addition to the employee costs shown above, the following remuneration was
paid in respect of directors:
Year ended Year ended
28 February 29 February
2005 2004
#000 #000
Fees for services as directors 45 192
Company contributions to personal pension schemes - 14
45 206
Bradmount Investments Limited provided the services of Adrian Bradshaw and was
paid an amount of #32,500 (2004: #30,000) during the year.
Edge Venture Capital Limited provided the services of Gary Smith and was paid an
amount of #12,500 (2004: #3,750) during the year.
GMK Consulting Limited provided the services of Gavin Kaye from 18 February 2005
and was paid an amount of #360 (2004: #nil) during the year.
Directors' pensions
2005 2004
Number Number
The number of directors who receive payments into personal pension schemes:
Defined contribution scheme 0 2
Notes (continued)
6 Interest payable
Year ended Year ended
28 February 29 February
2005 2004
#000 #000
Interest payable on bank loans and overdrafts - 12
7 Tax on loss on ordinary activities
Year ended Year ended
28 February 29 February
2005 2004
#000 #000
Current tax charge - -
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation (153) (1,315)
Multiplied by standard rate of UK corporation tax of 30% (2004: 30%) (46) (395)
Effects of:
Expenses not deductible for tax purposes - 145
Losses unutilised in year 46 250
Total current tax charge - -
8 Loss per share
The basic loss per share has been calculated by dividing the loss for the year
by the weighted average number of shares in issue being 849,052,974 (2004:
839,944,149).
Outstanding share options and warrants and shares to be issued are
anti-dilutive.
9 Intangible fixed assets
Goodwill
#000
Group
Cost
At beginning and end of period 2,385
Amortisation
At beginning and end of period 2,385
Net book value
At 29 February 2004 and 28 February 2005 -
Following the sale of the business operations on 13 November 2003, all of the
goodwill brought forward on 1 March 2003 was impaired down to #nil as at 29
February 2004, reflecting that the Group was no longer trading.
Notes (continued)
10 Tangible fixed assets
Plant and Equipment
Group Company
#000 #000
Cost
At beginning and end of period 5 5
Depreciation
At beginning and end of period 5 5
Net book value
At 29 February 2004 and 28 February 2005 - -
11 Investments
Company
Shares in
subsidiary
undertakings
#000
Cost
At beginning and end of period 5,250
Provisions
At beginning and end of period 5,250
Net book value
At 29 February 2004 and 28 February 2005 -
Subsidiary undertakings
At 28 February 2005, all the following subsidiaries were incorporated and
operating in England and Wales.
Proportion of
ordinary shares
and votes held
Nature of business
Base Rugby Management Limited Dormant 100%
Digital Sport Group plc * Dormant 100%
Icon Management Solutions Limited * Dormant 100%
* held directly by Base Group plc
Notes (continued)
12 Debtors
Group Company
2005 2004 2005 2004
#000 #000 #000 #000
Other debtors 4 14 4 14
Prepayments and accrued income 2 5 2 5
6 19 6 19
13 Creditors: Amounts falling due within one year
Group Company
2005 2004 2005 2004
#000 #000 #000 #000
Trade creditors 40 37 40 37
Other taxes and social security - 1 - 1
Other creditors - 12 - 12
Accruals and deferred income 16 27 16 27
Amounts due to Group undertakings - - 102 102
56 77 158 179
14 Share capital
Company
2005 2004
#000 #000
Authorised:
1,500,000,000 (2004: 1,500,000,000) ordinary shares of 1p each 15,000 15,000
Allotted, called up and fully paid:
849,881,049 (2004: 839,944,149) ordinary shares of 1p each 8,498 8,399
Shares issued
On 1st April 2004, 9,936,900 new ordinary shares were issued at par, as a
condition of the purchase of Icon Management Solutions Ltd. in 2001.
Share options
The following share option schemes were in existence during the period:
- the Digital Sport Approved Share Option Plan
- the Digital Sport Unapproved Share Option Plan
- the Digital Sport Enterprise Management Incentive Plan
No share options have been issued under these plans.
Share warrants
All share warrants in the Company have expired.
Notes (continued)
15 Reserves
Shares Share Profit and
to be issued premium loss account
#000 #000 #000
Group
At beginning of period 99 3,011 (11,343)
Shares issued (99) - -
Loss for the period - - (153)
At end of period - 3,011 (11,496)
Shares Share Profit and
to be issued premium loss account
#000 #000 #000
Company
At beginning of period 99 3,011 (11,445)
Shares issued (99) - -
Loss for the period - - (153)
At end of period - 3,011 (11,598)
No profit and loss account is presented for the company, as provided by Section
230 of Companies Act 1985.
16 Financial instrument disclosures
The Group's financial instruments comprise cash at bank and various items such
as trade debtors and creditors that arise directly from its operations. The
Group has not entered into derivatives and does not trade in financial
instruments as a matter of policy. The main risk arising from the Group's
financial instruments is interest rate risk. There has been no currency risk as
the Group traded in sterling.
The Group has taken advantage of the exemption in FRS13 in respect of short-term
debtors and creditors.
Interest rate risk profile of financial assets and financial liabilities
The only financial assets (other than short-term debtors) are cash at bank held
at fixed interest rates on short-term deposit. Amount held on deposit at 28
February 2005 was #nil (2004: #219,000) with the balance of cash held in current
accounts.
The weighted average annual interest rate of interest income earned in the
period was 2.78% (2004: 2.43%).
There are no material differences between the book and fair value of financial
assets and liabilities.
Notes (continued)
17 Contingent liabilities
The Group may, in the normal course of conducting its business, receive claims
from third parties for alleged contractual disputes. The Group contests such
claims vigorously. Where appropriate, provision is made within creditors, for
the estimated cost of meeting any notified claims.
The group received a claim for #83,432.86 on 19th May 2005 from a finance lease
company, in respect of a lease previously guaranteed by Ferrum Holdings plc (now
Base Group plc). The directors intend to investigate the claim further. Until
such time as these investigations are complete, and the final amount of the
claim quantified, the company does not intend to recognize the claim.
18 Pension arrangements
Defined contribution schemes
The Group made contributions of #nil (2004: #21,000) to defined contribution
schemes and pension related life assurance schemes.
19 Notes to the cash flow statement
19a) Reconciliation of operating loss to net cash flow from operating activities:
Group
2005 2004
#000 #000
Operating loss (157) (954)
Depreciation - 9
Impairment - 484
Working capital movements (7) (257)
Cash outflow from operating activities (164) (718)
19b) Returns on investments and servicing of finance
2005 2004
#000 #000
Interest received 4 13
Interest paid - (12)
4 1
Notes (continued)
19 Notes to the cash flow statement (continued)
19c) Acquisitions and disposals
2005 2004
#000 #000
Net cash transferred on sale of subsidiary undertakings - (102)
20 Analysis of net funds
29 February Cash flow 28 February
2004 2005
#000 #000 #000
Cash available on demand 5 59 64
Cash on deposit 219 (219) -
224 (160) 64
This information is provided by RNS
The company news service from the London Stock Exchange
END
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