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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Base Grp. | LSE:BS. | London | Ordinary Share | GB0000566389 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.04 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
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 FR FGGFRKMRGKZM
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