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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 | |
---|---|---|---|---|---|---|---|---|---|---|
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: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 FR FGGZRFNMGDZM
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