Final Results
February 16 2005 - 6:28AM
UK Regulatory
RNS Number:6666I
Penmc PLC
16 February 2005
16 February 2005
PenMc plc
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 AUGUST 2004
Chairman's Statement
The activity during the year ended 31 August 2004 has been concentrated on the
ongoing resolution of disposal issues and the pursuit of outstanding debtors.
The following significant matters have now been resolved: conclusion of the sale
of the business of Kingsbridge Advisors Limited on 29 October 2003; receipt of
cash consideration of #234,000 following the disposal of Benson McGarvey last
year; sale of the Balloch property for gross proceeds, before costs, of
#138,000.
Total administrative expenses incurred in the year of #164,000 have subsequently
been reduced to the bare minimum necessary to operate a public company. In the
year, ongoing administrative expenses amounted to approximately #40,000 (2003:
approximately #60,000). The remainder of administrative expenses incurred in the
year, totalling #124,000 (2003: #8,829,000), are non-recurring and a significant
proportion were incurred in Kingsbridge Advisors Limited prior to the disposal
of its business. The Directors consider that there will be sufficient funds to
finance the ongoing administrative expenses of the Group.
On 30 March 2004, an announcement was made to the Stock Exchange that
Kingsbridge Advisors Limited had appointed receivers on that date. The Directors
believe that this action was appropriate in allowing the parent to become a
clean shell and to provide comfort to any business reversing into a quoted
shell.
A number of changes to the Board were made during the year; Paul Manning was
appointed a non-executive director on 30 March 2004 and I would like to thank
Paul once again for his invaluable efforts in resolving the many issues that
have faced the Company. Paul ceased to be a Director on 28 May 2004 to enable
him to concentrate on his other business activities. Stuart Mollekin was
appointed as Finance Director on 24 March 2004 and assumed Paul Manning's
responsibilities including those of Company Secretary. My thanks also go to our
Chief Executive, Laurie Turnbull who has worked tirelessly to move the Company
forwards.
This is a transitional period for the Company. There are a small number of
outstanding issues including the recovery of certain amounts of deferred
consideration in respect of undertakings disposed of. The Executive Directors
will continue to pursue these amounts to maximise the financial worth of the
Company and to resolve other administrative matters to enable the Company to be
in a position, as a clean shell, to pursue new ventures that the Executive
Directors are currently investigating.
Eric J Cater
Non-executive Chairman
16 February 2005
Consolidated profit and loss account
for the year ended 31 August 2004
Year ended Year ended
Notes 31 August 31 August
2004 2003
#'000 #'000
Discontinued Discontinued
As Restated
Turnover 105 5,347
Cost of sales - (877)
Gross profit 105 4,470
Administrative expenses (164) (8,889)
Operating loss (59) (4,419)
Exceptional item-profit/(loss) on disposal of discontinued operations 2 256 (3,222)
Net interest payable (4) (156)
Profit/(loss) on ordinary activities before taxation 193 (7,797)
-Profit/(loss) after exceptional items 193 (7,797)
Exceptional items
-goodwill impairment - 1,700
-(profit)/loss on disposal of discontinued operations 2 (256) 3,222
Loss on ordinary activities before exceptional items (63) (2,875)
Tax on profit/(loss) on ordinary activities - 33
Profit retained/(loss sustained) for the year 193 (7,764)
Earnings/(loss) per share Pence per share
Basic 3 0.20 (7.91)
Loss per share excluding exceptional items 3 (0.06) (2.90)
Diluted 3 0.20 (7.91)
There are no recognised gains or losses other than the profit for the year.
Consolidated balance sheet
as at 31 August 2004
Notes 2004 2003
#'000 #'000
Fixed assets
Tangible assets - 138
Current assets
Debtors 28 360
Investment - Loan note deposit 213 258
Cash at bank and in hand 68 -
309 618
Creditors: amounts falling due within one year (295) (935)
Net current assets/(liabilities) 14 (317)
Net assets/(liabilities) 14 (179)
Capital and reserves
Called-up share capital 981 981
Share premium account 20,113 20,113
Profit and loss account (21,080) (21,273)
Equity shareholders' funds/(deficit) 4 14 (179)
Consolidated cash flow statement
for the year ended 31 August 2004
Note 2004 2003
#'000 #'000
Net cash outflow from operating activities 5 (265) (611)
Returns on investment and servicing of finance
Interest paid (12) (199)
Interest received 8 43
Net cash outflow from returns on investments and servicing of finance (4) (156)
Taxation
UK corporation tax (20) (214)
Capital expenditure and financial investment
Sale of tangible fixed assets 138 -
Net cash inflow from capital expenditure and financial investment 138 -
Acquisitions and disposals
Disposal of subsidiary undertakings 2 536 62
Net cash inflow from disposal of subsidiary undertakings 536 62
Increase/(decrease) in cash in the year 385 (919)
Notes
1 Basis of preparation
This preliminary announcement contains information extracted from the audited
financial statements of the Company and the Group for the year ended 31 August
2004. Those financial statements have been prepared on the basis of the
accounting policies set out in the Group's 2003 statutory accounts. 2
2 Exceptional items
During the year, a wholly owned subsidiary of the Group, Kingsbridge Advisors
Limited, disposed of its business to City Gate Argyll Limited for a deferred
consideration based on a share of trail commissions. The consideration
recognised is equivalent to the profit realised on sale. On 30 March 2004,
Kingsbridge Advisors Limited entered administrative receivership. Other
exceptional items related to adjustments to consideration in respect of the sale
of subsidiary companies in the previous financial year and are shown in the
table below:
#'000 #'000
Kingsbridge Advisors - share of trail commissions receivable (38) -
Profit relating to disposals in prior year (218) -
Loss on disposal of discontinued operations - 3,222
(256) 3,222
The cash inflow in 2004 of #536,000 from disposal of subsidiary undertakings
includes #309,000 which was included in debtors on the balance sheet at 31
August 2003 and #227,000 in respect of the current year finalisation of
consideration receivable on disposals effected in the prior year.
3 Earnings/(loss) per share
The calculations of earnings/(loss) per share based on the following profits/
(losses) and numbers of shares:
Profit/(loss) on ordinary activities after taxation 193 (7,764)
Exceptional items
- goodwill impairment - 1,700
- (profit)/loss on disposal of discontinued operations (256) 3,222
Loss before goodwill impairment and exceptional items (63) (2,842)
Number Number
Weighted average number of shares 98,147,196 98,147,196
For diluted earnings/(loss) per share 98,147,196 98,147,196
Pence per Pence per
share share
Basic 0.20 (7.91)
Loss per share excluding goodwill impairment (0.06) (2.90)
and exceptional items
Diluted 0.20 (7.91)
The directors have presented alternative earnings per share figures to give a
better indication of the long-term results of the business. FRS14 requires
presentation of diluted earnings per share when a company could be called upon
to issue shares that would decrease net profit or increase net loss per share.
Since it seems inappropriate to assume that option and warrant holders would act
irrationally, no adjustment has been made to diluted earnings/(loss) per share
for out-of-the-money share options and warrants. Intentions for dilution are so
immaterial that there is no effect on the disclosed earnings/(loss) per share
figures.
4 Reconciliation of movements in group equity shareholders' funds
2004 2003
#'000 #'000
Profit/(loss) for the year 193 (7,764)
Shares cancelled in the year - (4,350)
Net increase/(reduction) in equity shareholders' funds 193 (12,114)
Opening equity shareholders' (deficit)/funds (179) 11,935
Closing equity shareholders' funds/(deficit) 14 (179)
5 Reconciliation of operating loss to operating cash flows
2004 2003
#'000 #'000
Operating loss (59) (4,419)
Depreciation charges - 227
Loss on sale of tangible fixed assets - 128
Goodwill amortisation and impairment - 1,700
Decrease in debtors 17 1,573
(Decrease)/increase in creditors (223) 180
Net cash outflow from operating activities (265) (611)
6 Analysis and reconciliation of net (debt)/funds
At 1 September Cash At 31 August
2003 Flow 2004
Cash at bank and in hand - 68 68
Bank overdraft (317) 317 -
(317) 385 68
Investment - loan note deposit 258 (45) 213
Loan notes due within one year (258) 45 (213)
Net (debt)/funds (317) 385 68
7 Report and Accounts
The Report and Accounts of the Company and the Group for the year ended 31
August 2004 will be sent to shareholders shortly and will be available from the
Company Secretary at the registered office; Barton Hall, Peel Green, Manchester,
M30 7NB.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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