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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Alcon Inc | NYSE:ALC | NYSE | Common Stock |
| Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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Alibi Communications PLC
24 December 2003
ALIBI COMMUNICATIONS PLC
ALIBI COMMUNICATIONS PLC
Chairman's Statement
I present the Company's Report and Accounts for the year ended 30th June 2003,
our fourth full period of trading. The Accounts show turnover of #2,664,915 and
an operating loss of #271,380 compared with turnover of #3,929,227 and an
operating loss of #205,113 for the period to 30th June 2002.
Whilst, on the face of it, this is once again a disappointing result I draw
shareholders attention to the substantial provisions made in the carrying value
of development costs and recoverable distribution expenses (over # 140,000) -
note 12 in the Accounts - and the reduction in the carrying value of trade
debtors- note 13 in the Accounts reflecting settlement of substantial invoices
in respect of the film The Hard Word and a significant provision (#150,000)
against the value of the Company's claim in respect of a sale and leaseback
transaction which I have referred to in previous reports to shareholders. The
directors remain confident of the validity of this claim but provision has been
made to reflect the difficulty of collection and uncertainty of timing.
Shareholders will note that these provisions together total over #290,000.
Operating costs are significantly reduced from the previous period reflecting
continuing tight financial control and the Company's directors and advisers
receiving salaries and fees at levels less than their contractual entitlement.
This has enabled the Company to continue to trade within its bank facility.
I set out below a brief review of the Company's productions and projects updated
from my previous statement.
ALIBI FILMS INTERNATIONAL
Having made good sales to international sub-distributors on Secretary and The
Hard Word in previous periods, the Company began to reap benefits from sales
commissions during this financial period (and continuing). This provided the
Company with a finite but most valuable income stream.
Secretary stars James Spader (Sex, Lies &Videotape, Crash) and Maggie Gyllenhaal
(Donnie Darko, Cecil B. Demented). The film won the Special Jury Prize at the
Sundance Film Festival in 2002 and, following release in the USA in September
2002, was very successfully released in Cinemas and on Video in the UK by Metro
Tartan. Having made major sales the Company has now assigned its sales rights in
the film to a leading US sales company but retains a significant sales
commission override on
future sales and earnings.
The Hard Word stars Guy Pearce (L.A Confidential, Memento) and Rachel Griffiths
(Muriel's Wedding, Hilary and Jackie) released by Lions Gate Films in the USA
and Metrodome in the UK. Having made major sales the Company has now appointed a
leading Australian sales company as sub-distributor but receives a significant
sales commission override on future sales and earnings.
The Company continues to hold sales and distribution rights in the following
films One More Kiss starring Valerie Edmond, Gerard Butler and James Cosmo, One
of the Hollywood Ten starring Jeff Goldblum, Greta Scacchi and Angela Molina,
The Most Fertile Man in Ireland starring Kris Marshall, Bronagh Gallagher, James
Nesbit and Kenneth Cranham and County Kilburn starring Ciaran McMenamin, John
Bowe, Rick Warden and Georgia Mackenzie. The Company has made or is in the
process of making arrangements for the future representation of these films.
ALIBI PRODUCTIONS
Without Motive Series 1 (6 x 60 minutes) and Series 2 (6 x 60 minutes) police
series starring Ross Kemp, Kenneth Cranham and Jamie Foreman produced in
association with HTV/United Productions broadcast on ITV in 2000 and 2001. Both
series continue to be distributed by Granada International who are still
reporting profits.
Goodbye Mr Steadman (aka DEAD) - (1 x 90 minutes) our television comedy film
starring Caroline Quentin, Robert Bathhurst, Lenny Henry and John
Gordon-Sinclair broadcast by ITV in 2001. International sales are being made by
Carlton International.
The Safe House - (2 x 90 minutes) our two-part thriller starring Geraldine
Somerville, Sean Gleeson and Robert Bathurst broadcast on ITV in 2002. Carlton
International continues to report on new international sales.
Sir Gadabout Series 1 - (10 x 30 minutes) children's live action comedy drama
series transmitted on CITV in February 2002 and repeated on CITV in June and
July 2002. Had the distinction of being one of only four dramas nominated for a
BAFTA Award for Best Children's Drama, and received the 2003 Indie award for
Best Children's Programme of the Year. The first series was represented
internationally by Chatsworth Television Distributors. A new distributor will
now be appointed.
Sir Gadabout Series 2 - (10 x 30 minutes) completed on schedule and on budget
during the period and broadcast on CITV in Spring 2003. The series featured on
SMTV-Live. We are delighted and proud that our lead writer Alex Williams won the
2003 BAFTA Best Writer Award for his work on the series. CITV has informed the
Company that series 2 will be repeated in January and February 2004.
Unfortunately despite critical acclaim and BAFTA recognition CITV did not
commission a third series of Sir Gadabout. However the repeat of Series 2 in
early 2004 will trigger valuable repeat fees for the Company.
The Shaila Show - The Company has developed this live action children's
television sit-com series, which has been shortlisted by CITV for production,
delivery and transmission in 2004. Subject to commission, this will deliver
significant fees and revenues in 2004. The Shaila Show has the potential to be a
returning series.
PROPOSED RESTRUCTURE
The net assets of the Company are currently less than half of its called up
share capital. In accordance with section 142 of the Companies Act 1985, the
Company is obliged to inform shareholders of this fact and consider by way of a
general meeting of the Company whether any, and if so what, steps should be
taken to deal with this fact. This will be discussed at the Annual General
Meeting of the Company, notice of which is set out at the back of this report
and accounts ("Notice"). I draw shareholders attention to notes 1.2 and 21 in
the Accounts and proposed Resolutions 6, 7, 8, 9 and 10 in the Notice which
outline the steps proposed to be taken by the Company to rectify this position.
Resolution 10 of the Notice proposes to empower directors to allot equity
securities for cash as if section 89 of the Companies Act 1985 did not apply;
that is, to dis-apply pre-emption rights over such shares. As well as
dis-applying pre-emption rights in respect of those shares to be allotted
pursuant to the Subscription (see proposed Resolution 8(b) in the Notice) and
the Debt Conversion (see proposed Resolution 8(c) in the Notice) this resolution
also seeks to dis-apply pre-emption rights in respect of the allotment for cash
of further equity securities having a nominal value of up to #500,000.
PROSPECTS
The Company has expertise and a proven track record in Children's Television. A
number of projects and opportunities within this area have been identified with
potential for licensing and merchandising. The intended restructure of the
Company's bank facility, the proposed Debt Conversion and the proposed
Subscription should, I believe, enable the Company to pursue these opportunities
and create a profitable future for the benefit of shareholders.
Lord Romsey
23rd December 2003
ALIBI COMMUNICATIONS PLC
Directors Report
The directors have pleasure in presenting their report together with the
financial statements of the Company and the Group for the year ended 30th June
2003.
ACTIVITIES AND BUSINESS REVIEW
The principal activities of the Group are the development and production of
feature films and television programmes and the acquisition and sale of
international distribution rights in feature films on a territory by territory
basis. A review of the Group's business and future developments is contained in
the Chairman's statement.
RESULTS AND DIVIDENDS
The Group loss for the year after taxation amounted to #292,211 (2002:
#217,730). The directors do not recommend the payment of a dividend.
SUBSTANTIAL SHARE INTERESTS
The directors have been notified of the following shareholdings, other than
directors' shareholdings, in the ordinary shares of the Company in excess of 3%
of the voting share capital.
Percentage of
Number of Issued Share Capital
1p Ordinary Shares at 10th December, 2003
Herald Investment Trust Plc 500,000 8.16%
Hilary Davis 288,466 4.71%
Pershing Keen Securities Limited 689,990 11.26%
HSBC Global Custody Nominee (UK)
Ltd 413,990 6.75%
Jeffrey Curtis 527,500 8.60%
Gareth Jones 237,745 3.88%
Barclayshare Nominees Limited 204,552 3.34%
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are required by the Companies Act 1985 to prepare financial
statements for each financial period which give a true and fair view of the
state of affairs of the Company at the end of the financial period and of the
result for that period. The directors consider that in preparing the financial
statements the Company has used appropriate accounting policies, consistently
applied and supported by reasonable and prudent judgements and estimates and
confirm that all applicable accounting standards have been
followed. The financial statements have been prepared on a going concern basis.
The directors are responsible for ensuring that the Company keeps proper
accounting records which disclose, with reasonable accuracy at any time, the
financial position of the Company and for ensuring that the financial statements
comply with the Companies Act 1985. The directors also have responsibility for
safeguarding the assets of the Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
CORPORATE GOVERNANCE
The directors acknowledge the importance of the guidelines set out in the
Principles of Good Governance and Code of Best Practice prepared by the
Committee on Corporate Governance chaired by Sir Ronald Hampel and published in
June 1998 ("the Combined Code"). Subsequent to the year end the directors have
adopted the Combined Code on Corporate Governance ("The Code") as issued by the
Financial Reporting Council in July 2003
DIRECTORS
The interest of the directors including beneficial interest, who served during
the year, in the shares of the Company are as follows:-
Date of Date of Ordinary Options Ordinary Options
1p at 1p at
Appointment Resignation Shares 30th Shares at 30th
30th 30th
June, June, June, June,2002
2003 2003 2002
Lord Romsey
(Chairman)** 23.03.99 - 157,566 - 157,566 -
L. Chrisfield 30.03.99 - 104,155 - 104,155 -
D. Harrison** 23.03.99 - 90,900 - 90,900 -
R. Holmes**** 16.03.99 - 857,745 120,000 857,745 120,000
L. James* 23.03.99 - 901,182 220,000 901,182 220,000
M. Koppel*** 12.04.99 - 272,383 - 272,383 -
* L. James holding includes shares held beneficially by her spouse.
** In addition to the shareholdings noted above Lord Romsey and D. Harrison
own 133,333 shares jointly through Harrison Son Hill & Co. Ltd, a Company
in which they have an interest.
*** Non-beneficial interest. Registered holders Deposit Company Ltd, Detente
Securities Inc and Celtic Trust Ltd.
**** R. Holmes holding includes shares held beneficially for one of his
children.
No director has any interest in the shares of any subsidiary undertaking.
POST BALANCE SHEET EVENTS
Subsequent to the year end, the Group secured agreement subject to shareholders'
approval for a reconstruction of the #300,000 overdraft facility provided by the
bank, whereby #50,000 is repayable in cash and the remaining #250,000 converted
to 5.5%
cumulative redeemable preference shares of #1 each.
The company also secured agreement subject to shareholders' approval for further
investment by way of a three pence placing of a further 13,666,666 one pence
ordinary shares amounting to #410,000.
Additionally, certain creditors of the Group agreed subject to shareholders'
approval to convert #91,714 in aggregate of debts owed to them into 3,057,130
one pence ordinary shares at a placing of three pence per share
AUDIT COMMITTEE
The Audit Committee is chaired by L. Chrisfield and additionally comprises Lord
Romsey, R. Holmes and D.Harrison. The purpose of the committee is to ensure good
financial practices are followed, to monitor the integrity of the financial
information and to review the interim and financial statements.
REMUNERATION COMMITTEE
The remuneration committee is chaired by L. Chrisfield and additionally
comprises Lord Romsey and R. Holmes.
CREDITOR PAYMENT POLICY
The Group's payment policy is to obtain the best possible terms for all business
and hence there is no standard policy as to the terms used. The Group seeks to
abide by the payment terms agreed with suppliers when it is satisfied that the
supplier has provided goods and services in accordance with the contractual
arrangements.
AUDITORS
A resolution to reappoint AGN Shipleys as auditors will be proposed at the
Annual General Meeting.
By Order of the Board
D. Glennon
Company Secretary
23rd December 2003
ALIBI COMMUNICATIONS PLC
Independent Auditors Report to the Shareholders of Alibi Communications Plc
We have audited the financial statements of Alibi Communications plc for the
year ended 30th June 2003 which comprise the Profit and Loss Account, the
Balance Sheet, the Cash Flow Statement and the related notes. These financial
statements have been prepared under the historical cost convention and the
accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance
with Section 235 of the Companies Act 1985. Our audit work has been undertaken
so that we might state to the Company's members those matters we are required to
state to them in an auditor's report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body, for our audit
work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the Annual Report and the
financial statements in accordance with applicable law and United Kingdom
Accounting Standards are set out in the Statement of Directors'
Responsibilities.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and United Kingdom Auditing Standards
and the Listing Rules of the Financial Services Authority.
We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act
1985. We also report to you if, in our opinion, the Directors' Report is not
consistent with the financial
statements, if the Company has not kept proper accounting records, if we have
not received all the information and explanations we require for our audit, or
if information specified by law or the Listing Rules regarding directors'
remuneration and transactions with the Company is not disclosed.
We read the other information contained in The Annual Report and consider if it
is consistent with the audited financial statements.
This information comprises the Directors' Report and the Chairman's Statement.
We consider the implications for our report if we become aware of any apparent
misstatement or material inconsistencies with the financial statements. Our
responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the financial statements
and of whether the accounting policies are appropriate to the Group's
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the
presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state
of affairs of the Company and Group as at 30th June 2003 and of the results of
the Group for the year then ended and have been properly prepared in accordance
with the Companies Act 1985.
AGN Shipleys
Registered Auditors
23rd December 2003
ALIBI COMMUNICATIONS PLC
Consolidated Profit and Loss Account
FOR THE YEAR ENDED 30TH JUNE 2003
2003 2002
Notes # #
TURNOVER 1.4&2 2,664,915 3,929,227
COST OF SALES (2,537,722) (3,525,503)
GROSS PROFIT 127,193 403,724
ADMINISTRATIVE EXPENSES (398,573) (608,837)
OPERATING LOSS 3 (271,380) (205,113)
INTEREST RECEIVABLE AND
SIMILAR INCOME 4 - 352
INTEREST PAYABLE AND
SIMILAR CHARGES 5 (20,831) (12,969)
LOSS ON ORDINARY ACTIVITIES
BEFORE TAXATION 7 (292,211) (217,730)
TAXATION 9 - -
LOSS ON ORDINARY ACTIVITIES
AFTER TAXATION (292,211) (217,730)
RETAINED LOSS BROUGHT FORWARD (1,238,212) (1,020,482)
RETAINED LOSS CARRIED FORWARD #(1,530,423) #(1,238,212)
BASIC AND FULLY DILUTED
LOSS PER SHARE 8 (4.8p) (3.6p)
All amounts relate to continuing activities.
There have been no recognised gains or losses, other than the results for the
financial year and all profits or losses have been
accounted for on an historical cost basis.
The notes on pages 14 to 22 form part of these financial statements.
ALIBI COMMUNICATIONS PLC
Consolidated Balance Sheet
AS AT 30TH JUNE 2003
2003 2002
Notes # # # #
FIXED ASSETS
Tangible assets 10 827 1,307
CURRENT ASSETS
Work in progress 12 242,287 942,516
Debtors 13 23,765 353,831
Cash at bank and in 14 57,127 180,771
hand
323,179 1,477,118
CREDITORS : Amounts
falling due
within one year 15 (573,743) (1,436,655)
NET CURRENT
(LIABILITIES)/ASSETS (250,564) 40,463
TOTAL ASSETS LESS
CURRENT LIABILITIES #(249,737) #41,770
CAPITAL AND RESERVES
Called up share capital 16 61,304 60,600
Share premium account 17 1,219,382 1,219,382
Profit and loss account 17 (1,530,423) (1,238,212)
EQUITY SHAREHOLDERS' 18 #(249,737) #41,770
FUNDS
Approved by the Board on 23rd December 2003 and signed on its behalf by:
Lord Romsey - Chairman
R. Holmes - Director
The notes on pages 14 to 22 form part of these financial statements.
ALIBI COMMUNICATIONS PLC
Company Balance Sheet
AT 30TH JUNE 2003
2003 2002
Notes # # # #
FIXED ASSETS
Tangible assets 10 827 1,307
Investments 11 17 17
844 1,324
CURRENT ASSETS
Work in progress 12 242,287 942,516
Debtors 13 23,765 353,831
Cash at bank and in 14 57,127 180,771
hand
323,179 1,477,118
CREDITORS : Amounts
falling due
within one year 15 (573,760) (1,436,672)
NET CURRENT
(LIABILITIES)/ASSETS (250,581) 40,446
TOTAL ASSETS LESS
CURRENT
LIABILITIES #(249,737) #41,770
CAPITAL AND RESERVES
Called up share capital 16 61,304 60,600
Share premium account 17 1,219,382 1,219,382
Profit and loss account 17 (1,530,423) (1,238,212)
EQUITY SHAREHOLDERS'
FUNDS 18 #(249,737) #41,770
Approved by the Board on 23rd December 2003 and signed on its behalf by:
Lord Romsey - Chairman
R. Holmes - Director
The notes on pages 14 to 22 form part of these financial statements.
ALIBI COMMUNICATIONS PLC
Consolidated Cash Flow Statement
FOR THE YEAR ENDED 30TH JUNE 2003
2003 2002
Notes # #
Reconciliation of operating loss to net
cash outflow from operating activities
Operating loss (271,380) (205,113)
Depreciation charges 480 5,682
Decrease in work in progress 700,229 1,382,425
Decrease/(increase) in debtors 330,066 (59,648)
Decrease in creditors (116,893) (1,602,642)
Net cash inflow/(outflow) from operating
activities #642,502 #(479,296)
CASH FLOW STATEMENT
Net cash inflow/(outflow) from operating
activities 642,502 (479,296)
Returns on investments and servicing of finance a (20,831) (12,617)
Financing b 704 -
Increase/(decrease) in cash #622,375 #(491,913)
Reconciliation of net cash flow to
movement in net debt
Movement in net debt in the year 622,375 (491,913)
Net debt at 1st July, 2002 (904,523) (412,610)
Net debt at 30th June, 2003 c #(282,148) #(904,523)
ALIBI COMMUNICATIONS PLC
Notes to the Consolidated Cash Flow Statement
FOR THE YEAR ENDED 30TH JUNE 2003
2003 2002
# #
(a) Returns on investments and servicing of
finance
Interest received - 352
Interest paid and similar charges (20,831) (12,969)
Net cash outflow from returns on
investments and servicing of #(20,831) #(12,617)
finance
(b) Financing
Issue of ordinary share capital #704 # -
(c) Analysis of changes in net At 1st July, Cash At 30th June,
debt 2002 Flows 2003
# # #
Cash at bank and in hand 180,771 (123,644) 57,127
(note 14)
Bank overdraft (293,644) (8,626) (302,270)
Non-recourse bank loan (791,650) 754,645 (37,005)
Total #(904,523) #622,375 #(282,148)
ALIBI COMMUNICATIONS PLC
Notes to the Financial Statements
FOR THE YEAR ENDED 30TH JUNE 2003
1. ACCOUNTING POLICIES
1.1 Accounting Basis and Standards
These financial statements have been prepared in accordance with the historical
cost convention and are prepared
in accordance with applicable accounting standards.
1.2 Going Concern
Subsequent to the year end, the Group secured agreement subject to shareholders'
approval for a reconstruction of the #300,000 overdraft facility provided by the
bank, whereby #50,000 is repayable in cash and the remaining #250,000 converted
to 5.5% cumulative redeemable preference shares of #1 each.
The Company also secured agreement subject to shareholders' approval for further
investment by way of a three pence placing of a further 13,666,666 one pence
ordinary shares amounting to #410,000.
Additionally, certain creditors of the Group agreed subject to shareholders'
approval to convert #91,714 in aggregate of debts owed to them into 3,057,130
one pence ordinary shares at a placing of three pence per share.
On this basis, the directors consider it appropriate to prepare the financial
statements on a going concern basis.
1.3 Basis of Consolidation
The Group financial statements incorporate a consolidation of the financial
statements of the Company and its subsidiary undertakings (note 11) to
30th June, 2003. No company profit and loss account is presented for
Alibi Communications Plc as permitted by section 230 of the Companies Act 1985.
1.4 Turnover
Turnover represents the amounts invoiced and accrued during the year in respect
of production fees and the exploitation of film and television rights to the
extent that projects are completed or delivered during the year.
1.5 Tangible Fixed Assets and Depreciation
Tangible fixed assets are stated at purchase cost.
Depreciation is provided at rates calculated to write off the cost of the assets
less estimated residual value over their estimated useful lives as follows:-
Fixtures and fittings: 20% straight line
Computer equipment: 33% straight line
1.6 Work in Progress, Development Costs and Recoverable Distribution Expenses
These costs represent expenditure on projects in development, production and
distribution and are valued at the lower of
cost and net realisable value. Costs are carried forward to the extent that they
are considered to be recoverable in future periods.
FOR THE YEAR ENDED 30TH JUNE 2003
1. ACCOUNTING POLICIES - Continued
1.7 Foreign Currency
Transactions in foreign currencies are translated into sterling at the rate of
exchange ruling at the date of the transaction.
Assets and liabilities in foreign currencies are translated at the rate of
exchange ruling at the balance sheet date. Exchange
differences are taken to the profit and loss account in arriving at the
operating result for the year.
1.8 Deferred Taxation
Deferred tax arises as a result of including items of income and expenditure in
taxation computations in periods different from those in which they are included
in the company's accounts. Deferred tax is provided in full on timing
differences, which result in an obligation to pay more tax at a future date, at
the current tax rates and laws. Deferred tax is measured on an undiscounted
basis at the tax rates that are expected to apply in the periods in which timing
differences reverse, based on tax rates and laws enacted or substantively
enacted at the balance sheet date.
1.9 Operating Leases
Rentals under operating leases are charged on a straight line basis over the
term of the lease.
2. TURNOVER AND SEGMENTAL ANALYSIS
Turnover attributable to geographical markets outside the United Kingdom
amounted to 28% (2002: 6%). The Group operates solely within a single market and
therefore no further segmental analysis is provided.
3. OPERATING LOSS 2003 2002
# #
This is stated after charging:
Depreciation - owned assets 480 5,682
Auditors' remuneration - audit fee 11,500 11,500
Auditors' remuneration - non-audit fees 6,249 13,944
4. INTEREST RECEIVABLE AND SIMILAR INCOME
Bank interest # - #352
5. INTEREST PAYABLE AND SIMILAR CHARGES # #
Interest payable on bank overdrafts 17,698 8,516
Bank charges 3,133 4,453
#20,381 #12,969
FOR THE YEAR ENDED 30TH JUNE 2003
6. EMPLOYEE INFORMATION AND DIRECTORS' EMOLUMENTS
The average monthly number of persons employed by the Group (including
directors) during the period was:-
2003 2002
Number Number
Development, sales and administration 9 13
In addition to the above, during the year the Group employed a number of individuals on
short-term assignments
whilst actively engaged in television and feature film production.
Total remuneration, including directors, was,:- # #
Wages and salaries 192,702 399,714
Social security costs 23,522 41,139
#216,224 #440,853
Remuneration in respect of directors was as follows:
Salary Benefits 2003 2002
Total Total
# # # #
Lord Romsey - - - 4,500
L. Chrisfield - - - 3,000
D. Harrison - - - 3,000
R. Holmes 50,200 2,867 53,067 86,116
L. James 37,650 4,712 42,362 86,917
M. Koppel - - - 3,000
#87,850 #7,579 #95,429 #186,533
7. LOSS FOR THE FINANCIAL YEAR
The Company has not presented its own profit and loss account as permitted by
Section 230 of the Companies Act 1985.
The amount of the consolidated loss after taxation for the financial year dealt
with in the accounts of the Company is #292,211 (2002: #217,730).
8. EARNINGS PER SHARE
In accordance with Financial Reporting Standard 14 Earnings Per Share, loss per
share has been calculated on the loss for the year ended 30th June, 2003 of
#292,211 and 6,099,029 ordinary shares, being the weighted average number of
shares in issue during the year ended 30th June 2003.
FOR THE YEAR ENDED 30TH JUNE 2003
9(a). TAX ON LOSSES ON ORDINARY ACTIVITIES 2003 2002
# #
UK corporation tax on losses of the - -
period
Adjustment in respect of previous periods - -
Total current tax # - # -
9(b). Factors affecting the tax charge for the period # #
Loss on ordinary activities before tax (292,211) (217,730)
Loss on ordinary activities multiplied by the
standard
rate of corporation tax in the UK of 30% (2002: (87,664) (65,319)
30%)
Expenses not deductible for tax purposes 894 2,595
Capital allowances for the year in excess of (1,825) (730)
depreciation
Losses carried forward to set off against future 88,595 63,454
profits
Current tax charge for the period (note 9(a)) # - # -
At 30th June, 2003, cumulative trading losses of #440,000 (2002: #352,000),
computed at the future rate of corporation tax of 30% (2002: 30%), were
available for offset against future profits.
10. TANGIBLE FIXED ASSETS Fixtures & Computer
Fittings Equipment Total
Group and Company Cost # # #
At 1st July, 2002 and
at
30th June, 2003 2,393 18,050 20,443
Depreciation
At 1st July, 2002 1,087 18,049 19,136
Charge for the year 480 - 480
At 30th June, 2003 1,567 18,049 19,616
Net Book Value
At 30th June, 2003 #826 #1 #827
At 30th June, 2002 #1,306 #1 #1,307
FOR THE YEAR ENDED 30TH JUNE 2003
11. INVESTMENTS HELD AS FIXED ASSETS
Group Company
2003 2002 2003 2002
Subsidiary Undertakings
At 1st July, 2002 and at 30th June, #17 #17 #17 #17
2003
All of the above investments are unlisted. The principal activities of the
subsidiary undertakings are the development and
production of feature films and television programmes and the acquisition and
sale of international distribution rights in feature films on a territory by
territory basis. All the subsidiaries' transactions are reflected in the results
of the parent Company.
The following details relate to the Company's subsidiary undertakings.
Proportion of
Shares
Name & Voting Rights Holding Nature of Business
Held
Alibi Productions 100% Ordinary T.V. and Film
Limited Shares Production
Alibi Pictures 100% Ordinary Film Production
Limited Shares
Alibi Films
International 100% Ordinary Feature Film Sales
Limited Shares
Alibi Productions
(Dead) 75% Ordinary Film Production
Limited Shares
Alibi Productions
(Safe 100% Ordinary Film Production
House) Ltd. Shares
Alibi Productions
(Sir 100% Ordinary Film Production
Gadabout) Ltd. Shares
Alibi Productions
(Sir 100% Ordinary Film Production
Gads 2) Ltd. Shares
Alibi Records Limited 100% Ordinary Dormant
Shares
Alibi Music
Publishing 100% Ordinary Dormant
Limited Shares
All nine companies are incorporated in the United Kingdom and are consolidated
into these accounts.
12. WORK IN PROGRESS 2003 2002
Group and Company # # # #
Unamortised film rights and
Production costs 211,162 822,083
Development costs and
recoverable
Distribution expenses
Brought forward at 1st July, 120,433 416,745
2002
Net additions/(recoupment) in 51,051 (135,447)
year
Provided in the year (140,359) (160,865)
Carried forward at 30th June, 31,125 120,433
2003
#242,287 #942,516
FOR THE YEAR ENDED 30TH JUNE 2003
13. DEBTORS Group Company
2003 2002 2003 2002
# # # #
Trade debtors 9,087 348,831 9,087 348,831
Other debtors 228 - 228 -
Prepayments and accrued 14,450 5,000 14,450 5,000
income
#23,765 #353,831 #23,765 #353,831
14. CASH AT BANK AND IN HAND Group Company
2003 2002 2003 2002
# # # #
Production trust accounts 53,460 164,418 53,460 164,418
Available cash at bank and in 3,667 16,353 3,667 16,353
hand
#57,127 #180,771 #57,127 #180,771
The amounts in individual production trust accounts are held in order to fund
specific film production projects.
15. CREDITORS : Amounts Group Company
falling due
within one year 2003 2002 2003 2002
# # # #
Bank overdraft 302,270 293,644 302,270 293,644
Non-recourse bank loan 37,005 791,650 37,005 791,650
Other non-recourse 119,075 217,098 119,075 217,098
loans
Trade creditors 70,061 91,976 70,061 91,976
Amounts due to group - - 17 17
undertakings
Social security and other 14,569 9,171 14,569 9,171
taxes
Other creditors 18,268 25,616 18,268 25,616
Accruals and deferred 12,495 7,500 12,495 7,500
income
#573,743 #1,436,655 #573,760 #1,436,672
The bank overdraft is secured by a fixed and floating charge over the assets of
the Company.
The non-recourse loans relate to unamortised film rights and production costs
and are only repayable from the future
exploitation of those projects.
FOR THE YEAR ENDED 30TH JUNE 2003
15. CREDITORS : Amounts falling due
within one year - continued
Sale and Leaseback
Certain film and television assets with a cost of #5,099,752 (2002: #5,099,752)
have been partly financed via sale and
leaseback arrangements as follows:-
Group 2003 2002
# #
Deposits held on escrow 3,890,501 4,105,695
Less loans outstanding (3,890,501) (4,105,695)
Balance # - # -
The maturity of the above amounts is as follows:- # #
Less than one year 229,122 215,194
Two to five years inclusive 1,055,772 1,000,059
Over five years 2,605,607 2,890,442
#3,890,501 #4,105,695
16. SHARE CAPITAL
Authorised
30,000,000 Ordinary shares of 1p each #300,000 #300,000
Allotted, called up and fully paid
6,130,400 (2002: 6,060,000)
Ordinary shares of 1p each #61,304 #60,600
During the year, the company issued 70,400 ordinary shares of one pence at par.
Options to subscribe for ordinary shares of 1p each have been granted to present
directors and employees of the group.
Outstanding options at 30th June 2003 are as follows:
Shares under Date of Exercise Price Date from Expiry
Option Grant which exercisable Date
365,000 21/02/01 1p Publication of accounts 13/05/08
to 30 June 2001
FOR THE YEAR ENDED 30TH JUNE 2003
17. RESERVES Profit Share
and Loss Premium
Account Account Total
Group # # #
At 1st July, 2002 (1,238,212) 1,219,382 (18,830)
Loss for the financial year (292,211) - (292,211)
At 30th June, 2003 #(1,530,423) #1,219,382 #(311,041)
Company
At 1st July, 2002 (1,238,212) 1,219,382 (18,830)
Loss for the financial year (292,211) - (292,211)
At 30th June, 2003 #(1,530,423) #1,219,382 #(311,041)
18. RECONCILIATION IN MOVEMENT OF Group Company
SHAREHOLDERS' FUNDS # #
Opening shareholders' funds at 1st, July 2002 41,770 41,770
Issue of ordinary share capital in the year 704 704
Retained loss for the year (292,211) (292,211)
Closing shareholders' funds at 30th, June 2003 #(249,737) #(249,737)
19. FINANCIAL COMMITMENTS AND CONTINGENT LIABILITIES
Neither the Group nor the Company had any capital commitments at 30th June,
2003.
Operating Leases
The Group had annual commitments under non-cancellable operating leases as
follows:-
Land and
Buildings
#
Operating leases which expire:
Within one year #40,400
20. TRANSACTIONS WITH DIRECTORS AND RELATED PARTY DISCLOSURES
The Company has taken advantage of the exemption conferred by Financial
Reporting Standard Number 8 not to disclose related party transactions with
subsidiary undertakings whose voting rights are 90% or more controlled within
the Group.
Linda James, a director of the Company, is a director of Sly Fox Films Limited.
During the year project assignment fees of #10,000 (2002: #10,000) were paid to
Sly Fox Films Limited on an arms length basis. In addition, the company paid
#12,000 (2002: #nil) to Sly Fox Films Limited for the provision of consultancy
services. There were no amounts outstanding at the year end.
FOR THE YEAR ENDED 30TH JUNE 2003
21. POST BALANCE SHEET EVENTS
Subsequent to the year end, the Group secured agreement subject to shareholders'
approval for a reconstruction of the #300,000 overdraft facility provided by the
bank, whereby #50,000 is repayable in cash and the remaining #250,000
converted to 5.5% cumulative redeemable preference shares of #1 each.
The Company also secured agreement subject to shareholders' approval for further
investment by way of a three pence placing of a further 13,666,666 one pence
ordinary shares amounting to #410,000.
Additionally, certain creditors of the Group agreed subject to shareholders'
approval to convert #91,714 in aggregate of debts owed to them into 3,057,130
one pence ordinary shares at a placing of three pence per share.
As a result of this reconstruction, subject to shareholders' approval, the
authorised and issued share capital of the Company will be increased in order
to facilitate the above arrangements.
22. FINANCIAL INSTRUMENT AND RISK MANAGEMENT
The Group's circumstances and operations do not require the use of complex
financial instruments. Nevertheless, the directors recognise that the Group
faces certain risks and these are discussed below.
The Group's financial instruments comprise cash, trade debtors and trade
creditors that arise directly from its operations. The main risks arising from
the Group financial instruments are interest rate risk and currency risk. The
Board has reviewed and agreed policies for managing each of these risks. The
fair values of the Group's financial instruments are considered equal to book
value.
Short-term Debtors and Creditors
Short-term debtors and creditors have been excluded from all the following
disclosures.
Interest Rate Risk
The group finances its operations through retained profits and bank borrowings.
The Group exposure to interest rate fluctuations on its borrowings, when it
utilises them, is managed by the use of floating facilities. The Group also
mixes the duration of its deposits and borrowings to reduce the impact of
interest rate fluctuations.
Currency Risk
The Group operates in overseas markets and is subject to currency exposures on
transactions undertaken during the year. The Group does not hedge any
transactions, and foreign exchange differences on retranslation of foreign
assets and liabilities are taken to the profit and loss account of the Group
companies and the Group.
ALIBI COMMUNICATIONS PLC
Notice of Meeting
Notice is hereby given that the Annual General Meeting of Alibi Communications
Plc ("the Company") will be held at the offices of Memery Crystal at 31
Southampton Row, London WC1B 5HT at 10.00 a.m. on 30th January 2004 for the
purpose of considering and, if thought fit, passing the following resolutions,
resolutions 1 to 7 being proposed as Ordinary Resolutions and resolutions 8 to
10 being proposed as Special Resolutions:-
ORDINARY RESOLUTIONS
1. to receive and adopt the Directors Report and Accounts for the year ended
30th June 2003;
2. to re-elect as a Director Lawrence Chrisfield, who retires by rotation
pursuant to the Company's Articles of Association;
3. to re-elect as a Director Montague Koppel, who retires by rotation pursuant
to the Company's Articles of Association;
4. to re-elect as Director Linda James, who retires by rotation pursuant to the
Company's Articles of Association;
5. to re-appoint AGN Shipleys as Auditors of the Company;
6. THAT the authorised share capital of the Company be increased by #700,000 to
#1,000,000 by the creation of 70,000,000 ordinary shares of 1p each
("Ordinary Shares");
7. THAT subject to and conditional on Resolution 6 being passed, the Directors
be generally and unconditionally authorised in accordance with Section 80 of
the Act to exercise all the powers of the Company to allot relevant
securities (within the meaning of Section 80(2) of the Act) up to an
aggregate nominal amount equal to the authorised but unissued share capital
of the Company as it will be following the passing of resolution 6, such
authority to expire 15 months from the date of passing of this resolution or,
if earlier, at the conclusion of the Annual General Meeting of the Company to
be held in December 2004, save that the Directors may allot relevant
securities pursuant to this authority after that date pursuant to an offer
or agreement made by the Company on or before that date as if such
authority had not expired and provided further that this authority shall be
in substitution for and supersede and revoke any earlier such authority
conferred on the Directors to the extent not previously utilised;
SPECIAL RESOLUTIONS
8. THAT, subject to and conditional upon resolution 7 above being passed, the
Directors be generally empowered pursuant to Section 95 of the Act to allot
equity securities (as defined in Section 94(2) of the Act) for cash pursuant
to the authority conferred in Resolution 7 above as if Section 89(1) of the
Act did not apply to such allotment, provided that this power shall be
limited to:-
(a) the allotment of equity securities in connection with a rights issue or
other pre-emptive issue of shares in favour of ordinary shareholders,
where the equity securities respectively attributable to the interests of
all ordinary shareholders are proportionate (as nearly as may be) to the
respective number of ordinary shares held by them, subject to such
exclusions or other arrangements as the Directors may deem necessary or
expedient in relation to fractional entitlement arising or any legal or
practical problems under the laws of, or requirements of, any recognised
regulatory body or any stock exchange in any territory; and
(b) the allotment of up to 13,666,666 Ordinary Shares in connection with the
Subscription (as defined in the attached Directors' Report);
(c) the allotment of up to 3,057,130 Ordinary Shares in connection with the
Debt Conversion (as defined in the attached Directors' Report);
(d) the allotment (other than pursuant to paragraphs (a) to (d) of equity
securities with a nominal value of #500,000; and this power shall
expire 15 months from the date of passing of this resolution or, if
earlier, at the conclusion of the Annual General Meeting of the Company
to be held in December 2004, save that the Company may before such expiry
make an offer or agreement which would or might require equity securities
to be allotted after such expiry and the Directors may allot equity
securities in pursuance of any such offer or agreement as if the power
conferred hereby had not expired and further provided that this power
shall be in substitution for and supersede and revoke any previous power
granted to the Directors to the extent not previously utilised;
9. THAT the new articles of association of the Company in the form produced to
the meeting ("New Articles") be and are hereby adopted in substitution for
and exclusion of the existing articles of association of the Company; and
10. THAT, subject to and conditional on resolution 9 being passed, 25,000,000
ordinary shares be and are hereby consolidated and converted into 250,000
5.5% cumulative redeemable preference shares of #1 each having the rights
attached to them as set out in the New Articles.
DATED this 23rd day of December 2003
BY ORDER OF THE BOARD
SECRETARY
David Glennon
Registered Office: 35 Long Acre, London, WC2E 9JT
This information is provided by RNS
The company news service from the London Stock Exchange
END
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