RNS Number:3912C
Base Group PLC
27 August 2004
Base Group plc ("the Group")
Results for the financial year ended 29 February 2004
The following information has been extracted from the Report & Accounts of Base
Group plc for the financial year ended 29 February 2004 which are expected to be
posted to shareholders on 27 August 2004:
"Following the announcement of the sale of the Group's operating divisions, Base
Soccer Agency Limited and Time Management Global Limited on 13 November 2003,
for #1 each, Base has been dormant other than in respect of basic "plc"
operating costs which have been kept to a minimum since the sale was completed.
The pre-tax loss for the year ended 29 February 2004 showed a loss of #1,315,000
(2003: loss of #2,237,000). The consolidated balance sheet at 29 February 2004
shows net assets of #166,000 and cash in bank of #224,000.
The Board are actively pursuing acquisition opportunities for the Group which
will involve a reverse takeover of the Group and believe that market conditions
are currently favourable for such a transaction. Any acquisition will be made
subject to the approval of Base shareholders."
Adrian Bradshaw
Chairman
27 August 2004
Enquiries:
Adrian Bradshaw
Telephone: 020 7495 5524
Consolidated profit and loss account
for the year ended 29 February 2004
Year ended 29 February 2004 14 month period ended 28 February
2003
Note Pre goodwill Goodwill
and and
Pre Exceptional exceptional exceptional
exceptional items items items
items (note 3) Total (note 3) Total
#000 #000 #000 #000 #000 #000
Turnover 595 - 595 1,532 - 1,532
Cost of sales (158) - (158) (366) - (366)
Gross profit 437 - 437 1,166 - 1,166
Administration expenses (907) (484) (1,391) (1,749) (1,711) (3,460)
Operating loss 2,3 (470) (484) (954) (583) (1,711) (2,294)
Loss on disposal of - (362) (362) - - -
subsidiaries
Interest receivable 13 - 13 64 - 64
Interest payable 6 (12) - (12) (7) - (7)
Loss before taxation and
for the financial year 15 (469) (846) (1,315) (526) (1,711) (2,237)
Loss per share:
Basic 8 (0.16p) (0.28p)
Diluted 8 (0.16p) (0.28p)
All results are derived from discontinued 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 29 February 2004 and period ended 28
February 2003 but is derived from those accounts. Statutory accounts for 2003
have been delivered to the registrar of companies, and those for 2004 will be
delivered following the company's annual general meeting. The auditors have
reported on those accounts; their report for 2003 was unqualified and did not
contain a statement under section 237(2) or (3) of the Companies Act 1985. 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.
Balance Sheet
at 29 February 2004
Note Group Company
2004 2003 2004 2003
#000 #000 #000 #000
Fixed assets
Intangible assets 9 - 484 - -
Tangible assets 10 - 41 - 4
Investments 11 - - - -
- 525 - 4
Current assets
Debtors 12 19 341 19 578
Cash at bank and in hand 224 1,043 224 1,030
243 1,384 243 1,608
Creditors: Amounts falling due 13 (77) (428) (179) (295)
within one year
Net current assets 166 956 64 1,313
Total assets less current 166 1,481 64 1,317
liabilities
Capital and reserves
Called up share capital 14 8,399 8,399 8,399 8,399
Shares to be issued 15 99 99 99 99
Share premium account 15 3,011 3,011 3,011 3,011
Other reserves 15 - 3,330 - -
Profit and loss account 15 (11,343) (13,358) (11,445) (10,192)
Equity shareholders' funds 166 1,481 64 1,317
The financial statements were approved by the board of directors on 27 August
2004 and signed on its behalf by:
A Bradshaw
Director
G Smith
Director
Consolidated cash flow statement
for the year ended 29 February 2004
Year ended 14 months to
29 February 28 February
Note 2004 2003
#000 #000
Cash outflow from operating activities 19a (718) (851)
Returns on investments and servicing of finance 19b 1 57
Capital expenditure 19c - (42)
Acquisitions and disposals 19d (102) (755)
Cash outflow before use of liquid resources (819) (1,591)
Management of liquid resources (219) -
Financing - -
Decrease in cash in the period (1,038) (1,591)
Reconciliation of net cash flow to movement in net funds
Year ended 14 months to
29 February 28 February
Note 2004 2003
#000 #000
Decrease in cash in the period 20 (1,038) (1,591)
Cash outflow from changes in liquid 20 219 -
resources
Net funds at the start of the period 20 1,043 2,634
Net funds at the end of the period 20 224 1,043
Reconciliation of movements in shareholders' funds
for the year ended 29 February 2004
Year ended 14 months to
29 February 28 February
2004 2003
#000 #000
Group
Loss for the financial period (1,315) (2,237)
Shares issued - 724
Shares to be issued recognised in prior years - (424)
Decrease in shares to be issued - (17)
Net decrease in shareholders' funds (1,315) (1,954)
Opening shareholders' funds 1,481 3,435
Closing shareholders' funds 166 1,481
Company
Loss for the financial period (1,253) (2,201)
Shares issued - 724
Shares to be issued recognised in prior year - (424)
Decrease in shares to be issued - (17)
(1,253) (1,918)
Opening shareholders' funds 1,317 3,235
Closing shareholders' funds 64 1,317
Notes
1 Sale of business operations
On 13 November 2003, the Company disposed of its sportsman representation
activities which were its only activities during the year.
As a result of the sale, a loss of #362,000 has been debited to the profit and
loss account as follows:
#000
Consideration received -
Intra-group debt written off (1,096)
Less:
Fixed assets sold (31)
Net current liabilities sold 867
Net cash sold (102)
Loss on disposal (362)
The Company and Group have not traded since 13 November 2003.
2 Loss on ordinary activities before taxation
Year ended 14 months to
29 February 28 February
2004 2003
#000 #000
Loss on ordinary activities before taxation is stated after charging:
Depreciation
Owned assets 9 10
Amortisation of goodwill - 1,160
Exceptional impairment of goodwill 484 474
Hire of plant and machinery - rentals payable under operating leases - 6
Auditors' remuneration:
Group - audit 3 15
Company - audit 3 3
In addition to the above, fees paid to the auditors and their associates for
non-audit work amounted to #nil (2003: #2,500).
3 Exceptional items
The exceptional costs, charged in administrative expenses, comprise:
Year ended 14 months to
28 February
29 February
2004 2003
#000 #000
Goodwill impairment 484 474
Restructuring costs - 77
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 14 months to
28 February
29 February
2004 2003
Number Number
Directors and senior management 2 3
Sports operations 9 13
Discontinued operations - -
11 16
Year ended 14 months to
28 February
29 February
2004 2003
#000 #000
The aggregate payroll costs of these persons were as follows:
Wages and salaries 387 907
Social security costs 42 88
Other pension costs 42 43
471 1,038
5 Remuneration of directors
The employee costs shown above include the following remuneration in respect of
directors of the holding company:
Year ended 14 months to
28 February
29 February
2004 2003
#000 #000
Remuneration and fees for services as directors 192 360
Compensation for loss of office 0 30
Company contributions to personal pension schemes 14 32
206 422
The emoluments of the highest paid director for the period were #89,000 (2003:
#161,000). In addition contributions of #9,000 (2003: #16,000) were made to a
personal pension scheme on his behalf.
Directors' pensions
2004 2003
Number Number
The number of directors who receive payments into personal pension schemes:
Defined contribution scheme 2 2
6 Interest payable
Year ended 14 months to
29 February 28 February
2004 2003
#000 #000
Interest payable on bank loans and overdrafts 12 7
12 7
7 Tax on loss on ordinary activities
Year ended 14 months to
29 February 28 February
2004 2003
#000 #000
Current tax charge - -
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation (1,315) (2,237)
Multiplied by standard rate of UK corporation tax of 30% (2003: 30%) (395) (671)
Effects of:
Expenses not deductible for tax purposes 145 502
Capital allowances less than depreciation - 1
Utilisation of tax losses in year - 21
Losses unutilised in year 250 147
Total current tax charge - -
The Group has unutilised cumulative gross trading tax losses of approximately
#1.3 million as at 29 February 2004 and cumulative gross capital tax losses in
excess of #10 million. No deferred tax asset has been recognised in respect of
these losses as there is currently insufficient evidence that any such asset
would be recoverable. The tax charge for the year and unutilised tax losses are
subject to agreement by the Inland Revenue.
8 Loss per share
The basic loss per share has been calculated by dividing the loss, #1,315,000
(2003: #2,237,000) by the weighted average number of shares in issue being
839,944,149 (2003: 796,415,197).
Outstanding share options and warrants and shares to be issued are not dilutive.
9 Intangible fixed assets
Goodwill
#000
Group
Cost
At beginning and end of period 2,385
Amortisation
At beginning of period 1,901
Impairment 484
At end of period 2,385
Net book value
At 29 February 2004 -
At 28 February 2003 484
Following the sale of the business operations on 13 November 2003, all of the
goodwill brought forward on 1 March 2003 has been impaired down to
#nil as at 29 February 2004, reflecting that the Group is no longer trading.
10 Tangible fixed assets
Plant and Equipment
Group Company
#000 #000
Cost
At beginning of period 52 5
Disposals (47) -
At end of period 5 5
Depreciation
At beginning of period 11 1
Charge for period 9 4
On disposals (15) -
At end of period 5 5
Net book value
At 29 February 2004 - -
At 28 February 2003 41 4
11 Investments held as fixed assets
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 -
At 28 February 2003 -
Subsidiary undertakings
At 29 February 2004, all the following subsidiaries were incorporated in Great
Britain.
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%
Digital Sport Publishing Limited*
(dissolved on 20 April 2004) Dormant 100%
* held directly by Base Group plc
12 Debtors
Group Company
2004 2003 2004 2003
#000 #000 #000 #000
Trade debtors - 292 - 4
Amounts owed by Group undertakings - - - 559
Other taxation - - - 7
Other debtors 14 20 14 -
Prepayments and accrued income 5 29 5 8
19 341 19 578
13 Creditors: Amounts falling due within one year
Group Company
2004 2003 2004 2003
#000 #000 #000 #000
Trade creditors 37 61 37 40
Other taxes and social security 1 28 1 -
Other creditors 12 133 12 133
Accruals and deferred income 27 206 27 122
Amounts due to Group undertakings - - 102 -
77 428 179 295
14 Share capital
Company
2004 2003
#000 #000
Authorised:
1,500,000,000 (2003: 1,500,000,000) ordinary shares of 1p each 15,000 15,000
Allotted, called up and fully paid:
839,944,149 (2003: 839,944,149) ordinary shares of 1p each 8,399 8,399
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.
15 Reserves
Shares Share Other Profit and
to be issued premium reserves loss
account
#000 #000 #000 #000
Group
At beginning of period 99 3,011 3,330 (13,358)
Loss for the period - - - (1,315)
Re-classification on sale of - - (3,330) 3,330
business
At end of period 99 3,011 - (11,343)
Shares to be Share Profit and
issued premium loss
account
#000 #000 #000
Company
At beginning of period 99 3,011 (10,192)
Loss for the period - - (1,253)
At end of period 99 3,011 (11,445)
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 29
February 2004 was #219,350 (2003: #1,000,000) with the balance of cash held in
current accounts.
The weighted average annual interest rate of interest income earned in the
period was 2.43% (2003: 2.98%).
There are no material differences between the book and fair value of financial
assets and liabilities.
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. There are no such claims
outstanding.
18 Pension arrangements
Defined contribution schemes
The Group made contributions of #21,000 (2003: #43,000) 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
2004 2003
#000 #000
Operating loss (954) (2,294)
Depreciation 9 10
Goodwill amortisation - 1,160
Goodwill impairment 484 474
Working capital movements (257) (201)
Cash outflow from operating activities (718) (851)
19b) Returns on investments and servicing of finance
2004 2003
#000 #000
Interest received 13 64
Interest paid (12) (7)
1 57
19c) Capital expenditure
2004 2003
#000 #000
Purchase of tangible fixed assets - (42)
19d) Acquisitions and disposals
2004 2003
#000 #000
Purchase of subsidiary undertaking - (376)
Net (overdraft) acquired with subsidiary undertaking - (271)
Net cash transferred on sale of subsidiary undertakings (102) -
Sale of subsidiary undertakings - -
Additional cash paid on Icon acquisition - (108)
(102) (755)
20 Analysis of net funds
1 March Cash flow 29 February
2003 2004
#000 #000 #000
Cash available on demand 1,043 (1,038) 5
Liquid resources - 219 219
1,043 (819) 224
Liquid resources comprise term deposits of less than one year and are included within cash in the
balance sheet.
21 Related party transactions
During the period Hazlems Fenton, a firm of Chartered Accountants in which Mr
Leon Angel is a partner, provided accounting and bookkeeping services to the
Group. Amounts paid to Hazlems Fenton during the period for those services
amounted to #36,946 (2003: #20,000) and were made at arm's length. At year end
Hazlems Fenton were owed #10,000 (2003: nil).
Pursuant to the terms of an agreement between Hazlems Fenton, Mr Leon Angel and
the company, Hazlems Fenton was paid #60,000 (2003: #90,000) for the services of
Mr Leon Angel to act as a director of the company and a consultant to the Group.
On 13 November 2003, the Board agreed to sell the entire issued share capital of
the Group's trading subsidiaries, Base Soccer Agency Limited and Time Management
Global Limited for #1 each, to Base Sport Limited, a company owned by Leon
Angel, a former director of Base Group plc.
Office space was rented to Hazlems Financial Limited, a company of which Mr Leon
Angel is a director. The Group received #9,000 annual income for the rental of
the office. This transaction was agreed on an arm's length basis without the
involvement of Mr Angel.
Hazlems Financial Limited provided financial services to certain of the Group's
clients. It paid commissions to the Group based on the amount of income that it
generated from these clients. The total amount earned by the Group from these
activities in the period to 29 February 2004 was #4,450 (2003: #15,000).
Bradmount Investments Limited provided the services of the Adrian Bradshaw and
were paid an amount of #30,000 (2003: #28,750) during the year.
Edge Venture Capital Limited provided the services of Gary Smith and were paid
an amount of #3,750 (2003: #nil) during the year.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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