Final Results
August 31 2006 - 8:54AM
UK Regulatory
RNS Number:3002I
Base Group PLC
31 August 2006
Base Group plc ("the Group")
Results for the financial year ended 28 February 2006
31 August 2006
The following information has been extracted from the Report & Accounts of Base
Group plc for the financial year ended 28 February 2006 which are to be posted
to shareholders on 31 August 2006:
"The pre-tax loss for the year ended 28 February 2006 showed a loss of #61,000
(2005: loss of #153,000). The consolidated balance sheet at 28 February 2006
shows net liabilities of #48,000 and cash in bank of #20,000.
The board have been actively investigating a range of potential acquisitions and
remain committed to and confident of finding a suitable acquisition opportunity.
Should the board conclude any negotiations a further announcement will be made.
The board are committed to finalising an acquisition ahead of the time when the
Group's listing could be removed in the absence of any acquisition which would
be in December 2006. Payment of all executive and non-executive remuneration
has been deferred meanwhile to minimise cash outflows. The directors have
received sufficient guarantees of funding to cover any shortfall in basic costs
that may occur during the year and as such the accounts have been prepared on a
going concern basis."
Adrian Bradshaw
Chairman
31 August 2006
Enquiries:
Adrian Bradshaw 25 Upper Brook Street, London W1K 7QD
Consolidated profit and loss account
for the year ended 28 February 2006
Year ended Year ended
28 February 2006 28 February 2005
Note
Total Total
#000 #000
Turnover - -
Cost of sales - -
Gross profit - -
Administration expenses (62) (157)
Operating loss 2, 3 (62) (157)
Interest receivable 1 4
Loss before taxation and for
the financial year
13 (61) (153)
Loss per share:
Basic 8 (0.01p) (0.02p)
All losses 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 13.
Balance sheet
at 28 February 2006
Note Group Company
2006 2005 2006 2005
#000 #000 #000 #000
Fixed assets
Intangible assets 7 - - - -
Tangible assets 8 - - - -
Investments 9 - - - -
- - - -
Current assets
Debtors 10 3 5 3 5
Cash at bank and in 20 64 20 64
hand
23 69 23 69
Creditors: Amounts 11 (71) (56) (173) (158)
falling due within
one year
Net current assets (48) 13 (150) (89)
Total assets less (48) 13 (150) (89)
current liabilities
Capital and reserves
Called up share 12 8,498 8,498 8,498 8,498
capital
Share premium account 13 3,011 3,011 3,011 3,011
Profit and loss 13 (11,557) (11,496) (11,659) (11,598)
account
Equity shareholders' (48) 13 (150) (89)
funds
The financial statements were approved by the board of directors on 31 August
2006 and signed on its behalf by:
A Bradshaw
Director
Consolidated cash flow statement
for the year ended 28 February 2006
Year ended Year ended
28 February 28 February
Note 2006 2005
#000 #000
Cash outflow from operating activities 17a (45) (164)
Returns on investments and servicing of finance 17b 1 4
Cash outflow before use of liquid resources (44) (160)
Management of liquid resources - 219
(Decrease)/Increase in cash in the period (44) 59
Reconciliation of net cash flow to movement in net funds
Year ended Year ended
28 February 28 February
Note 2006 2005
#000 #000
(Decrease)/Increase in cash in the period 18 (44) 59
Cash inflow from changes in liquid resources 18 - (219)
Net funds at the start of the period 18 64 224
Net funds at the end of the period 18 20 64
Reconciliation of movements in shareholders' funds
for the year ended 28 February 2006
Year ended Year ended
28 February 28 February
2006 2005
#000 #000
Group
Loss for the financial period (61) (153)
(61) (153)
Opening shareholders' funds 13 166
Closing shareholders' funds (48) 13
Company
Loss for the financial period (61) (153)
(61) (153)
Opening shareholders' funds (89) 64
Closing shareholders' funds (150) (89)
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 December 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.
Payment of all executive and non-executive remuneration has been deferred
meanwhile to minimise cash outflows. In spite of this the current cash resources
may not quite be sufficient to meet the basic costs incurred during the year.
The directors have received sufficient guarantees of funding to cover any
shortfall and as such the accounts have been prepared on a going concern basis.
As referred to in note 15, 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
2006. 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 7).
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 28 February
2006 2005
#000 #000
Loss on ordinary activities before taxation is stated after charging:
Auditors' remuneration:
Group - audit 3 3
Company - audit - -
No other fees were paid to the auditors.
Notes (continued)
3 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 28 February
2006 2005
Number Number
Directors and senior management 3 3
The aggregate payroll costs of employees excluding directors
were as follows:
Wages and salaries - 25
Social security costs - 3
- 28
4 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 28 February
2006 2005
#000 #000
Fees for services as directors 22 45
Company contributions to personal pension schemes - -
22 45
Bradmount Investments Limited provided the services of Adrian Bradshaw and was
paid an amount of #2,500 (2005: #32,500) during the year. A further amount
of #7,500 has been accrued as at 28 February 2006.
Edge Venture Capital Limited provided the services of Gary Smith and was paid an
amount of #nil (2005: #12,500) during the year.
GMK Consulting Limited provided the services of Gavin Kaye from 18 February 2005
and was paid an amount of #2,000 (2005: #360) during the year. A further amount
of #10,000 has been accrued as at 28 February 2006.
Notes (continued)
5 Tax on loss on ordinary activities
Year ended Year ended
28 February 28 February
2006 2005
#000 #000
Current tax charge - -
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation (61) (153)
Multiplied by standard rate of UK corporation tax of 30% (2005: 30%) (18) (46)
Effects of:
Expenses not deductible for tax purposes 1 -
Losses creatred in year 17 46
Total current tax charge - -
6 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 (2005:
849,052,974).
Outstanding share options and warrants and shares to be issued are
anti-dilutive.
7 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 2005 and 28 February 2006 -
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 2005, reflecting that the Group was no longer trading.
Notes (continued)
8 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 2005 and 28 February 2006 - -
9 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 2005 and 28 February 2006 -
Subsidiary undertakings
At 28 February 2006, 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)
10 Debtors
Group Company
2006 2005 2006 2005
#000 #000 #000 #000
Other debtors 1 3 1 3
Prepayments and accrued income 2 2 2 2
3 5 3 5
11 Creditors: Amounts falling due within one year
Group Company
2006 2005 2006 2005
#000 #000 #000 #000
Trade creditors 35 40 35 40
Other taxes and - - - -
social security
Other creditors - - - -
Accruals and deferred 36 16 36 16
income
Amounts due to Group - - 102 102
undertakings
71 56 173 158
12 Share capital
Company
2006 2005
#000 #000
Authorised:
1,500,000,000 (2005: 1,500,000,000) ordinary shares of 1p each 15,000 15,000
Allotted, called up and fully paid:
849,881,049 (2005: 849,881,049) ordinary shares of 1p each 8,498 8,498
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)
13 Reserves
Share Profit and loss
premium account
#000 #000
Group
At beginning of period 3,011 (11,496)
Loss for the period - (61)
At end of period 3,011 (11,557)
Share Profit and loss
premium account
#000 #000
Company
At beginning of period 3,011 (11,598)
Loss for the period - (61)
At end of period 3,011 (11,659)
No profit and loss account is presented for the company, as provided by Section
230 of Companies Act 1985.
14 Financial instrument disclosures
The Group's financial instruments comprise cash at bank and various items such
as 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.
There are no material differences between the book and fair value of financial
assets and liabilities.
Notes (continued)
15 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 have not been able to substantiate the validity
of the claim and discussions with the leasing company are on-going. The company
does not intend to recognise the claim until the final amount of the claim, if
any, is agreed.
16 Pension arrangements
Defined contribution schemes
The Group made contributions of #nil (2005: #nil) to defined contribution
schemes and pension related life assurance schemes.
17 Notes to the cash flow statement
17a) Reconciliation of operating loss to net cash flow from operating
activities:
Group
2006 2005
#000 #000
Operating loss (61) (157)
Working capital movements 16 (7)
Cash outflow from operating activities (45) (164)
17b) Returns on investments and servicing of finance
2006 2005
#000 #000
Interest received 1 4
Notes (continued)
18 Analysis of net funds
29 February Cash flow 28 February
2005 2006
#000 #000 #000
Cash available on demand 64 (44) 20
19 Nature of the Financial Information
The financial information has been prepared in accordance with generally
accepted accounting principles in the UK and was approved by the Board on 31
August 2006. The accounting policies applied in preparing the financial
information are consistent with those adopted and disclosed in the Group's
statutory accounts for the year ended 28 February 2005.
These results are audited, however the financial information does not constitute
statutory accounts as defined under section 240 of the Companies Act 1985. The
financial information for the year ended 28 February 2005 has been derived from
the Group's statutory accounts for that period, as filed with the Registrar of
Companies. The auditors' report on the statutory accounts for the year ended 28
February 2005 was unqualified and did not contain statements under section 237
(2) or (3) of the Companies Act 1985.
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.
Payment of all executive and non-executive remuneration has been deferred
meanwhile to minimise cash outflows. In spite of this the current cash resources
may not quite be sufficient to meet the basic costs incurred during the year.
The directors have received sufficient guarantees of funding to cover any
shortfall and as such the accounts have been prepared on a going concern basis.
As referred to in note 15, 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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