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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| 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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.04 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number:6174M
Base Group PLC
23 June 2003
For Immediate release 23 June 2003
Base Group plc
Preliminary Results for the period ended 28 February 2003
Base Group plc the AIM listed sports management and representation Company,
announces preliminary results for the 14 month period ended 28 February 2003.
Key points (comparatives are for year ended 31 December 2001)
* Turnover of #1,532,000 (2001: #812,000)
* Operating loss of #583,000 before exceptional items and goodwill
amortisation (2001: #753,000 loss)
* Loss for the period of #2,237,000 (2001: #1,088,000)
* No final dividend proposed (2001: nil)
* Cash position at period end: #1.0m
* Strategic options being reviewed
Adrian Bradshaw, Chairman of Base Group commented:
"The past year has seen a continuing contraction within the football industry.
Its well-publicised problems have affected the group's performance and although
our football business has moved forward within its sector, Base group is still
loss making. As a result of this contraction, the Board is reviewing its
options in relation to the football division.
"We hope to develop by acquisition during the next twelve months in order to
provide shareholders with an opportunity to participate in a group with a
growing and profitable business at an interesting point in the economic cycle."
For further information contact:
Base Group Plc Binns & Co PR Ltd
Adrian Bradshaw, Chairman Emma McCaffrey, Paul Vann, Sam Allen
Robin Aitken, Finance Director
Tel: 020 7495 5524 Tel: 020 7786 9600
Issued by Binns & Co PR Ltd, 16 St. Helen's Place, London EC3A 6DF
Telephone 020 7786 9600 Facsimile: 020 7786 9606
Website: www.binnspr.co.uk
Chairman's Statement
The past year has seen a continuing contraction within the football industry.
Its well-publicised problems have affected the group's performance and although
our football business has moved forward within its sector, Base group is still
loss making. As a result of this contraction, the Board is reviewing its
options in relation to the football division as set out below.
Results and Dividends
The financial results for the fourteen months to 28 February 2003 were adversely
impacted by continuing poor trading conditions within the football industry.
The group made an operating loss before charges for exceptional items and
goodwill of #593,000 (2001:#753,000) on turnover of #1,532,000 (2001:#812,000).
After accounting for goodwill amortisation and impairment charges of #1,634,000
(2001:#267,000), other exceptional losses of #77,000 (2001:#208,000) and net
interest receivable of #57,000 (2001:#134,000) the group made a loss before
taxation of #2,237,000 (2001:#1,088,000). No dividend is proposed (2001: #Nil).
Strategy
The prolonged downturn within the football industry has led to consolidation in
the agency sector which is as yet incomplete. The Board have assessed the
prospects for Base Soccer within this depressed business environment and have
concluded that these adverse conditions will continue. The football business is
therefore unlikely to generate sufficient critical mass on its own so as to be
an effective player within the football sector within an acceptable timescale.
Accordingly the Board is reviewing its strategic options in this regard. These
could include but are not limited to a merger or sale of the football operation
with another company within the sector.
The Board has been examining a number of other acquisitions in order to provide
added value to Base Group shareholders. Although the Board has not yet
identified an acquisition attractive enough to place before shareholders, it is
reviewing a number of potential acquisitions with a view to closing a
transaction as soon as possible.
Icon
Further to the acquisition of Icon Management Solutions Limited, the parent
company of Base Soccer, the group paid further consideration of #424,000 during
the year satisfied by the issue of 42.4 million new ordinary shares of 1p each
in Base Group plc. Further and final consideration of #99,000 is due.
Time Management Global Limited ("TMG")
Base acquired TMG, another sports representation company in June 2002. Initial
consideration of #560,000 was paid on completion made up of #260,000 in cash and
the issue of 30 million ordinary shares of 1 pence each in the company. Further
consideration is payable on the revenues of TMG for the period from acquisition
to 31 December 2003 of up to #1.25 million by way of shares and cash. #2,000 of
additional consideration was paid during the period to 28 February 2003. The
best estimate at 28 February 2003 of the deferred consideration that is still
due is #113,000. Owing to the board's view of the adverse trading conditions in
the football sector it has been agreed that a provision of #474,000 should be
made for the impairment in the value of goodwill of #1,019,000 arising on this
acquisition.
Prospects
The prospects for the group depend on the ability of the Directors to identify
and complete a suitable acquisition. The Directors consider that due to
depressed conditions within the quoted company and private company sectors,
attractive acquisition opportunities are available at this point in the cycle.
We hope to develop the group by acquisition during the next twelve months in
order to provide shareholders with an opportunity to participate in a group with
a growing and profitable business at an interesting point in the economic cycle.
Employees The Board would like to thank all employees for their efforts as this
has been a difficult year in a depressed football sector.
Adrian Bradshaw
Chairman
20 June 2003
Consolidated profit and loss account
for the 14 month period ended 28 February 2003
Note 14 month period ended 28 February 2003 Year ended 31 December 2001
Pre goodwill Goodwill Pre goodwill Goodwill and
and and and exceptional
exceptional exceptional Total exceptional items Total
items items items (note 5)
#'000 #'000 #'000 #'000 #'000 #'000
Turnover
Continuing 1,479 - 1,479 760 - 760
operations
Acquisition 53 - 53 - - -
1,532 - 1,532 760 - 760
Discontinued - - - 52 - 52
operations
2 1,532 - 1,532 812 - 812
Cost of sales 2 (366) - (366) (220) - (220)
Gross profit 1,166 - 1,166 592 - 592
Administration 2,3 (1,749) (1,711) (3,460) (1,345) (475) (1,820)
expenses
Operating loss (583) (1,711) (2,294) (753) (475) (1,228)
Continuing (593) (1,006) (1,599) (264) (475) (739)
operations
Acquisition 10 (705) (695) - - -
Discontinued - - - (489) - (489)
operations
Operating loss (583) (1,711) (2,294) (753) (475) (1,228)
Profit on disposal
of subsidiaries
(discontinued) - - - - 6 6
Interest 64 - 64 134 - 134
receivable
Interest payable (7) - (7) - - -
Loss before
taxation and for
the financial year (526) (1,711) (2,237) (619) (469) (1,088)
Loss per share:
Basic 4 (0.08p) (0.20p) (0.28p) (0.08p) (0.04p) (0.15p)
Diluted 4 (0.08p) (0.20p) (0.28p) (0.08p) (0.04p) (0.15p)
There were no recognised gains and losses other than the reported losses above.
Balance sheets
at 28 February 2003 and 31 December 2001
Group Company
2003 2001 2003 2001
#000 #000 #000 #000
Fixed assets
Intangible assets 484 1,108 - -
Tangible assets 41 3 4 -
Investments - - - 1,196
525 1,111 4 1,196
Current assets
Debtors 341 260 578 106
Cash at bank and in hand 1,043 2,634 1,030 2,356
1,384 2,894 1,608 2,462
Creditors: Amounts falling due within one (428) (570) (295) (423)
year
Net current assets 956 2,324 1,313 2,039
Total assets less current liabilities 1,481 3,435 1,317 3,235
Capital and reserves
Called up share capital 8,399 7,675 8,399 7,675
Shares to be issued 99 540 99 540
Share premium account 3,011 3,011 3,011 3,011
Other reserves 3,330 3,330 - -
Profit and loss account (13,358) (11,121) (10,192) (7,991)
Equity shareholders' funds 1,481 3,435 1,317 3,235
Consolidated cash flow statement
for the 14 months ended 28 February 2003
14 months to 28 12 months to 31
February December
2003 2001
#000 #000
Cash outflow from operating activities (851) (1,407)
Returns on investments and servicing of finance 57 134
Capital expenditure and financial investment (42) -
Acquisitions and disposals (755) (141)
Cash outflow before financing (1,591) (1,414)
Financing - 11
Decrease in cash in the period (1,591) (1,403)
Reconciliation of net cash flow to movement in net cash
14 months to 28 12 months to 31
February December
2003 2001
#000 #000
Decrease in cash in the period (1,591) (1,403)
Net funds at the start of the period 2,634 4,037
Net funds at the end of the period 1,043 2,634
Notes
1 Segmental reporting
There has been only one activity that of sports activities which arises solely
in the UK. The results for the acquisition relate to TMG Limited, the sportsman
representation company which was acquired on 8 June 2002. The discontinued
operations for 2001 comprised the results of the Onefootball.com website
(disposed of in July 2001).
2 Analysis of continuing and discontinued operations
14 months to 28 February 2003 12 months to 31 December 2001
Continuing Acquisition Total Continuing Discontinued Total
#000 #000 #000 #000 #000 #000
Turnover 1,479 53 1,532 760 52 812
Cost of sales (358) (8) (366) (220) - (220)
Gross profit 1,121 45 1,166 540 52 592
Administrative expenses (2,720) (740) (3,460) (1,279) (541) (1,820)
Operating loss (1,599) (695) (2,294) (739) (489) (1,228)
3 Exceptional items
The exceptional costs, charged in administrative expenses, comprise:
14 months to 12 months to
28 February 31 December
2003 2001
#000 #000
Professional fees relating to aborted acquisitions - 208
Goodwill impairment 474 -
Restructuring costs 77 -
In the early part of this year the group performed a strategic review of its
operations which resulted in reductions being made in its fixed cost structure.
It is believed that these reductions will lead to savings of around #292,000 on
an annualised basis, the benefits from which will accrue in the year 2003. The
related legal costs and costs of contract terminations of certain members of
staff arising from this exercise have been accrued and treated as exceptional.
4 Loss per share
The basic loss per share has been calculated by dividing the loss by the
weighted average number of shares in issue being 796,415,197(2001: 747,278,185).
Outstanding share options and warrants and shares to be issued are not dilutive.
5 Acquisition of Time Management Global Limited ("TMG")
On 8 June 2002 the company acquired all of the issued shares of TMG. The
resulting goodwill of #1,019,000 was capitalised and will be written off over 2
years. The book values which were also the fair values of TMG at 8 June 2002
are set out below:
Book and fair values
#000 #000
Tangible fixed assets 6
Debtors 76
Bank overdraft (271)
Creditors (41)
Net liabilities acquired (230)
Fair value of consideration:
Consideration paid:
Shares issued 300
Cash 262
Costs of acquisition 14
676
Contingent consideration deferred:
Cash (estimated) 113
Total consideration 789
Goodwill arising 1,019
Between 1 January 2002 and the date of acquisition, TMG made a pre-tax loss of
#121,000 on turnover of #80,000. In its previous financial year TMG made a
pre-tax loss of #96,000 on turnover of #209,000.
Under the terms of the acquisition agreement initial consideration of #560,000
was paid on completion made up of #260,000 in cash and the issue of 30 million
ordinary shares of 1 pence each in the company.
Further consideration is payable on the revenues of TMG for the period from
acquisition to 31 December 2003 of up to #1.25 million by way of shares and
cash. #2,000 of additional consideration was paid during the period to 28
February 2003. The best estimate at 28 February 2003 of the deferred
consideration that is still due is #113,000 and has been provided for in the
financial statements at 28 February 2003. Included within other creditors is
#113,000 for the expected cash payment and #nil has been credited to shares to
be issued in anticipation of the settlement of the purchase consideration in
ordinary shares. Appropriate adjustments to goodwill and shares to be issued
will be made as and when the final consideration is agreed and settled.
6 Financial information
The financial information set out above does not constitute the company's
statutory accounts for the periods ended 31 December 2001 and 28 February 2003
but is derived from those accounts. Statutory accounts for the financial year
ended 31 December 2001 have been delivered to the registrar of companies,
whereas for the period ended 28 February 2003 statutory accounts will be
delivered to the registrar of companies following the company's annual general
meeting which will be held in September 2003. The auditors' reports were
unqualified and did not contain a statement under section 237 (2) or (3) of the
companies act 1985.
7 The annual report and accounts
Copies of the annual report and accounts will be posted to shareholders shortly.
Further copies can be obtained from the Company's registered office at 25 City
Road, London EC1Y 1BQ.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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