PTCM.L Regulatory News (PTCM)

27 Jul 2007 07:01

Sandford PLC27 July 2007 For immediate release 27 July 2007 Sandford Plc ("Sandford" or the "Company") Audited results for the year ended 31 March 2007 The Board of Sandford announces its audited results for the year ended 31 March2007. The report and accounts are being posted to shareholders today. Chairman's statement I am pleased to report on our results for the 12 months ended 31 March 2007, aperiod which has seen very significant changes in our activities. We have alsoseparately announced today the proposed acquisition of Wilton InternationalConsulting Limited which, through its wholly owned subsidiary TSE Consulting SA,is one of the leading providers of international sports consultancy services. Following the disappointment of having to dispose of the Group's tradingactivities in June 2006 in order to prevent the Company from becoming insolvent,significant efforts went into both containing and minimising actual andpotential liabilities. In addition, we undertook a rigorous review of fundingalternatives going forward. New investors were eventually forthcoming in December at which time arrangementswere concluded with the Group's principal creditors. These changes were allapproved by Shareholders in a General Meeting held in March 2007, heralding theway for a new future. Subsequently, the Group raised additional finance to enable us to attract asuitable Company acquisition. The results for last year reflect principally the release of provisions made atthe time of the last Report and Accounts and the effect of agreeing a reductionin the amount repayable to the Loan Note holders. I would take the opportunity of thanking our shareholders for their patience indifficult times, my colleagues who left the Board in December and March fortheir tireless efforts and support and our new Directors Adam Reynolds and PaulFoulger for providing us with the opportunity to plan for the future with somecertainty and with a stable financial background. Neil McClureChairman Enquiries:Sandford PlcPaul Foulger, Finance Director Tel: 0207 245 1100 Beaumont Cornish LimitedRoland Cornish / Michael Cornish Tel: 0207 628 3396 DIRECTORS' RESPONSIBILITIES & REPORT OF THE AUDITORSFor the year ended 31 March 2007 Statement of Directors' responsibilities Company law requires the directors to prepare financial statements for eachfinancial year which give a true and fair view of the state of affairs of thecompany and of the group and of the profit or loss of the group for that period. In preparing those financial statements, the directors are required to selectsuitable accounting policies and then apply them consistently; make judgementsand estimates that are reasonable and prudent; state whether applicableaccounting standards have been followed, subject to any material departuresdisclosed and explained in the financial statements; and prepare the financialstatements on a going concern basis unless it is inappropriate to assume thegroup will continue in business. The directors are responsible for keeping proper accounting records whichdisclose with reasonable accuracy at any time the financial position of thecompany and the group and to enable them to ensure that the financial statementscomply with the Companies Act 1985. They are also responsible for safeguardingthe assets of the company and the group and hence for taking reasonable stepsfor the prevention and detection of fraud and other irregularities. Independent Auditors' Report to the Shareholders of Sandford PLC We have audited the financial statements of Sandford plc for the year ended 31March 2007 which comprise the Income Statement, the Balance Sheet, the Cash FlowStatement, the Statement of Changes in Equity and the related notes. Thesefinancial statements have been prepared under the accounting policies set outtherein. This report is made solely to the company's members, as a body, in accordancewith Section 235 of the Companies Act 1985. Our audit work has been undertakenso that we might state to the company's members those matters we are required tostate to them in an auditors' report and for no other purpose. To the fullestextent permitted by law, we do not accept or assume responsibility to anyoneother 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 As described in the statement of directors' responsibilities the company'sdirectors are responsible for the preparation of financial statements inaccordance with applicable law and International Financial Reporting Standards("IFRSs") as adopted by the European Union. Our responsibility is to audit the financial statements in accordance withrelevant legal and regulatory requirements and International Standards onAuditing (UK & Ireland). We report to you our opinion as to whether the financial statements give a trueand fair view and are properly prepared in accordance with the Companies Act1985. We also report to you whether, in our opinion, the information given inthe Report of the Directors is consistent with the financial statements. Inaddition we report to you if, in our opinion, the company has not kept properaccounting records, if we have not received all the information and explanationswe require for our audit, or if information specified by law regardingdirectors' remuneration and other transactions is not disclosed. We read other information contained in the Annual Report and consider whether itis inconsistent with the audited financial statements. The other informationcomprises only the Directors' Report. We consider the implications for ourreport if we become aware of any apparent misstatements or materialinconsistencies with the financial statements. Our responsibilities do notextend to any other information. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK & Ireland) issued by the Auditing Practices Board. An audit includesexamination, on a test basis, of evidence relevant to the amounts anddisclosures in the financial statements. It also includes an assessment of thesignificant estimates and judgements made by the directors in the preparation ofthe financial statements, and of whether the accounting policies are appropriateto the company's circumstances, consistently applied and adequately disclosed. We planned our audit so as to obtain all the information and explanations whichwe considered necessary in order to provide us with sufficient evidence to givereasonable assurance that the financial statements are free from materialmisstatement, whether caused by fraud or other irregularity or error. However, because the subsidiary undertakings' financial statements had not beenaudited for the comparative period due to their having been disposed of on 30June 2006, when reporting on the Group's financial statements for the periodended 31 March 2006 we were unable to state that the financial statements of theGroup gave a true and fair view of the state of affairs as at 31 March 2006 andof the loss for the year then ended. We were able to state however, that, in ouropinion the financial statements of the parent company gave a true and fair viewof the state of its affairs as at 31 March 2006 and had been properly preparedin accordance with the Companies Act 1985. In forming our opinion we also evaluated the overall adequacy of thepresentation of information in the financial statements. Qualified opinion arising from limitation in audit scope Except for the financial effects of such adjustments, if any, as might have beendetermined to be necessary had we been able to satisfy ourselves as to theaccuracy of the subsidiary undertakings' financial statements for thecomparative period, in our opinion the financial statements: • Give a true and fair view, in accordance with IFRSs as adopted by the EuropeanUnion, of the state of the company's affairs as at 31 March 2007 and of itsprofit for the year then ended; and • Have been properly prepared in accordance with the Companies Act 1985. In respect solely of the limitation on our work relating to the subsidiaryundertakings for the comparative period: • We have not obtained all the information and explanations that we considerednecessary for the purpose of our audit; and • We were unable to determine whether proper accounting records had beenmaintained. In our opinion the information given in the Directors' Report is consistent withthe financial statements. Kingston Smith LLPChartered Accountants and Registered Auditors Devonshire House 60 Goswell Road London EC1M 7AD 26 July 2007 CONSOLIDATED INCOME STATEMENTfor the year ended 31 March 2007 Notes Year to Period to 31.03.07 31.03.06 £ £ Group Revenue - 172,949Operating costs (124,730) (1,079,030)Operating loss 3 (124,730) (906,081)Finance revenue - 24,101Finance costs 4 - (11,176)Loss on sale of tangible assets - (500)Settlement of liabilities 5 247,500 -Profit/(loss) before tax 122,770 (893,656)Taxation 6 - -Discontinued activities 7 104,243 (1,232,443)Profit/(loss) for the year 227,013 (2,126,099)Earnings/(Loss) per share (basic & diluted) 0.3 p (2.9)p CONSOLIDATED BALANCE SHEETas at 31 March 2007 Notes At At 31.03.07 31.03.06 £ £ Non-current assets Intangible assets 8 - 171,438 Tangible assets 9 - 221,145 Current assets Trade and other receivables 10 12,631 79,047 Cash and cash equivalents 203,871 320,918 216,502 399,965 Current liabilities Trade and other payables 11 (54,553) (251,069) Net current assets 161,949 148,896 Total assets less current liabilities 161,949 541,479 Non-current liabilities Long term payables 12 - (347,953) Provision for liabilities and charges 13 (50,000) (577,310) Net assets 111,949 (383,784) Equity Issued share capital 14 1,000,000 720,000 Share premium account 1,011,035 1,022,315 Retained losses (1,899,086) (2,126,099) Shareholders' funds 111,949 (383,784) COMPANY BALANCE SHEETas at 31 March 2007 Notes At At 31.03.07 31.03.06 £ £ Current assetsTrade and other receivables 10 12,631 162,010Cash and cash equivalents 203,871 140 216,502 162,150Current liabilitiesTrade and other payables 11 (54,553) (5,934)Net current assets 161,949 156,216Total assets less current liabilities 161,949 156,216 Non-current liabilitiesLong term payables 12 - (330,000)Provision for liabilities and charges 13 (50,000) (210,000)Net assets 111,949 (383,784) EquityIssued share capital 14 1,000,000 720,000Share premium account 1,011,035 1,022,315Retained losses (1,899,086) (2,126,099)Shareholders' funds 111,949 (383,784) CASH FLOW STATEMENTfor the year ended 31 March 2007 Year to Period to 31.03.07 31.03.06 £ £ Cash flow from operating activitiesProfit/(loss) before taxation (124,730) (906,081) Adjusted for:Depreciation of tangible assets - 59,164Amortisation of intangible assets - 5,000(Increase)/decrease in trade and other receivables 66,416 (77,797)(Decrease)/increase in trade payables (224,513) 210,976Tax refunded/(paid) - (1,250)Net cash from operating activities (282,827) (709,988) Cash flows from investing activitiesReceipts from disposal of subsidiaries 1 -Cash expended on discontinued activities of subsidiaries (20,112) -Acquisitions - (400,000)Goodwill written off - (655,133)Interest received - 24,101Interest paid - (11,176)Receipts from sales of tangible assets - 470Net cash inflow/(outflow) from investing activities (20,111) (1,041,738) Cash flows from financing activitiesIssue of shares (net of issue costs) 268,720 1,742,315Redemption of loan notes/new loan notes issued (82,500) 330,000Net cash used in financing activities 186,220 2,072,315 Net increase in cash & cash equivalents (116,718) 320,589 Cash & cash equivalents at 01.04.06 320,589 -Cash & cash equivalents at 31.03.07 203,871 320,589 STATEMENT OF CHANGES IN EQUITYfor the year ended 31 March 2007 Share Share Profit and Total Capital premium loss equity £ £ account £ £ Balance at the beginning of the year 720,000 1,022,315 (2,126,099) (383,784)Profit for the period - - 227,013 227,013Issue of share capital 280,000 (11,280) - 268,720At 31.03.07 1,000,000 1,011,035 (1,899,086) 111,949 NOTES TO THE FINANCIAL STATEMENTSfor the year ended 31 March 2007 1. GENERAL INFORMATION Sandford plc is a public limited company incorporated in the United Kingdomunder the Companies Act 1985 (Registration Number 5353387). The address of theregistered office is given on page 3. As disclosed in the Report of the Directors, the principal activities of theGroup were that of advertising, up to the date the trading subsidiaries weresold, from which time the principal activity became that of an investmentcompany. STATEMENT OF COMPLIANCE These financial statements have been prepared in accordance with InternationalFinancial Reporting Standards, International Accounting Standards and theirinterpretations issued or adopted by the International Accounting StandardsBoard as adopted for use in the European Union ("IFRS"). These are the Company's first financial statements prepared under IFRSs andIFRS1 "First Time Adoption of IFRS" has been applied. An explanation of how thetransition from UK Generally Accepted Accounting Principles (UK GAAP) to IFRSshas affected the reported financial position, financial performance andcashflows of the Company is provided in Note 16. ACCOUNTING POLICIES (a) Basis of preparation of the financial statements The financial statements have been prepared in accordance with InternationalFinancial Reporting Standards including standards and interpretations issued bythe International Accounting Standards Board, and have been prepared using thehistorical cost convention. The financial statements are prepared in Pounds Sterling rounded to the nearestpound. Following the disposal of the trading subsidiaries the directors have beenengaged in successful discussions pursuing alternative sources of finance. (b) Basis of consolidation The consolidated income statement and balance sheet include the financialstatements of the company up to 31 March 2007. The results of subsidiaries soldor acquired are included in the income statement up to, or from, the datecontrol passes. (c) Depreciation Depreciation on fixed assets is provided at rates estimated to write off thecost, less estimated residual value of each asset over its expected useful life,as follows: Plant and machinery 20% reducing balanceComputer equipment 25% reducing balanceFixtures, fittings & equipment 25% reducing balanceMotor vehicles 25% reducing balance (d) Cash and cash equivalents Cash and cash equivalents comprise current bank balances which are readilyconvertible to known amounts of cash and which are subject to insignificant riskof changes in value. This definition is also used for the cash flow statement. (e) Revenue Revenue represents the invoiced value of goods and services provided net ofvalued added tax. (f) Deferred tax Deferred tax is provided, using the liability method, on temporary differencesbetween the tax bases of assets and liabilities and their carrying amounts inthe financial statements. Deferred income tax assets relating to thecarry-forward of unused tax losses are recognised to the extent that it isprobable that future taxable profit will be available against which the unusedtax losses can be utilised. (g) Goodwill Goodwill is determined by comparing the amount paid on the acquisition of abusiness and the aggregate fair value of its separable net assets, and iswritten off over its estimated economic life. (h) Patents Patents are valued at cost less accumulated amortisation. Amortisation iscalculated to write off the cost in equal annual over their estimated usefullife of 20 years. (i) Leasing commitments Rentals payable under operating leases are charged against income on a straightline basis over the lease term. 2. STAFF COSTS Year to Period to 31.03.07 31.03.06 £ £ Wages and Salaries - 232,291Directors Remuneration 57,061 212,740Social Security costs 6,515 26,048 63,576 471,079 The average monthly number of employees was as follows: Year to Period to 31.03.07 31.03.06 No. No. Administration (including Directors) 5 11 3. OPERATING LOSS The operating loss is stated after charging: Year to Period to 31.03.07 31.03.06 £ £ Auditors remuneration - audit 7,500 7,500 4. FINANCE COSTS Year to Period to 31.03.07 31.03.06 £ £ Bank interest - 1,362Loan interest - 9,814 - 11,176 5. SETTLEMENT OF LIABILITIES Year to Period to 31.03.07 31.03.06 £ £ Amounts waived on redemption of loan notes 247,500 - 6. TAXATION Year to Period to 31.03.07 31.03.06 £ £ Analysis of charge in the year:Current tax - - The tax assessed for the year differs from the standard rate ofcorporation tax in the UK at 30%. The differences are explained below: Year to Period to 31.03.07 31.03.06 £ £ Profit/(Loss) before tax 277,013 (2,126,099)Profit/Loss before tax multiplied by the standard rate 83,104 (637,830)of corporation tax in the UK of 30%Tax losses and disallowable items (83,104) 637,830 - - The total amount of unused tax losses for which no deferred tax asset isrecognised in the balance sheet is approximately £160,000 (2006 - £495,000). 7. DISCONTINUED ACTIVITIES Year to Period to 31.03.07 31.03.06 £ £ Provision for loss on disposal of subsidiaries 20,112 367,310Goodwill written off - 655,133Potential claim for breach of contract - see note 13 (124,355) 210,000 (104,243) 1,232,443 There is no difference between the pre-tax and post-tax credit/charge to theincome statement in relation to discontinued activities. 8. INTANGIBLE FIXED ASSETS - GROUP Patents Goodwill Total £ £ £ CostAt 4 February 2005 - - -Additions 176,438 655,133 831,571At 1 April 2006 176,438 655,133 831,571Disposals (176,438) (655,133) (831,571)At 31 March 2007 - - - AmortisationAt 4 February 2005 - - -Charge for the period 5,000 - 5,000Written off against reserves - 655,133 655,133At 1 April 2006 5,000 655,133 660,133Disposals (5,000) (655,133) (660,133)At 31 March 2007 - - -Net Book ValueAt 31 March 2006 171,438 - 171,438At 31 March 2007 - - - Goodwill was disposed of in the year on the sale of the subsidiary companies. 9. TANGIBLE ASSETS - GROUP Plant and Fixtures, Motor Total machinery fittings vehicles £ £ & £ equipment £ CostAt 4 February 2005 - - - -Additions 261,741 5,264 14,274 281,279Disposals (970) - - (970)At 1 April 2006 260,771 5,264 14,274 280,309Disposals (260,771) (5,264) (14,274) (280,309)At 31 March 2007 - - - - DepreciationAt 4 February 2005 - - - -Charge for the period 54,189 1,407 3,568 59,164At 1 April 2006 54,189 1,407 3,568 59,164Disposals (54,189) (1,407) (3,568) (59,164)At 31 March 2007 - - - _- Net Book ValueAt 31 March 2006 206,582 3,857 10,706 221,145At 31 March 2007 - - - - 10. TRADE AND OTHER RECEIVABLES - GROUP At At 31.03.07 31.03.06 £ £ Trade debtors - 28,437Corporation tax - 1,250Other debtors - 23,169Prepayments and accrued income 12,631 26191 12,631 79,047 TRADE AND OTHER RECEIVABLES - COMPANY At At 31.03.07 31.03.06 £ £ Other debtors - 1,499Prepayments and accrued income 12,631 -Amount due from subsidiary - 160,511 12,631 162,010 11. TRADE AND OTHER PAYABLES - GROUP At At 31.03.07 31.03.06 £ £ Bank loans and overdrafts - 40,329Net obligations under finance lease and hire purchase - 3,087contractsTrade creditors 27,053 137,164Taxes and social security costs - 44,161Other creditors 20,000 549Accrued expenses 7,500 25,779 54,553 251,069 TRADE AND OTHER PAYABLES - COMPANY At At 31.03.07 31.03.06 £ £ Trade creditors 27,053 934Other creditors 20,000 -Accrued expenses 7,500 5,000 54,553 5,934 12. LONG TERM PAYABLES - GROUP At At 31.03.07 31.03.06 £ £ Amounts falling due after one year:Bank loan - included in current liabilities - 16,667Loan notes - wholly repayable within 5 years - 330,000Net obligations under finance lease and hire purchase - 1,286agreements - 347,953 LONG TERM PAYABLES - COMPANY At At 31.03.07 31.03.06 £ £ Amounts falling due after one year:Loan notes - wholly repayable within 5 years - 330,000 13. PROVISION FOR LIABILITIES & CHARGES - GROUP At At 31.03.07 31.03.06 £ £ Provision for loss on disposal of subsidiaries - 367,310Provision for claim for breach of contract (see below) 50,000 210,000 50,000 577,310 PROVISION FOR LIABILITIES & CHARGES - COMPANY At At 31.03.07 31.03.06 £ £ Provision for claim for breach of contract (see below) 50,000 210,000 At 31 March 2006, a provision was made to allow for a potential claim for breachof contract (see note 7) regarding J E Farmer, a former Director of the company.During the year an amount of £35,645 was paid in relation to this claim and theDirectors consider that it is appropriate to maintain a provision of £50,000until the claim is finally concluded. The balance of the provision, £124,355,has been released during the year under review. 14. SHARE CAPITAL At At 31.03.07 31.03.06 £ £ Authorised:1,352,000,000 Ordinary shares of 0.1p each 1,352,000 1,000,000(previously 100,000,000 Ordinary shares of 1p each)72,000,000 Deferred shares of 0.9p each 648,000 - 2,000,000 1,000,000 Allotted, called up and fully paid:352,000,000 Ordinary shares of 0.1p each 352,000 720,000(previously 72,000,000 Ordinary shares of 1p each)72,000,000 Deferred shares of 0.9p each 648,000 - 1,000,000 720,000 During the year the issued share capital of the company was subdivided, eachOrdinary 1p share being subdivided into 1 new Ordinary share of 0.1p each and 1new Deferred share of 0.9p each, with the authorised share capital beingincreased to £2,000,000. During the year 280,000,000 shares were issued at the value of 0.1p each,raising £280,000. 15. EARNINGS PER SHARE The basic earnings per share is calculated by dividing the profit for thefinancial year attributable to shareholders by the weighted average number ofshares in issue. Year Period ended ended 31.03.07 31.03.06 Number Number Weighted average number of shares 72,460,300 72,000,000 £ £ Profit/(loss) for the year/period 227,013 (2,126,099) Basic earnings per share 0.3p (2.9)p Basic earnings per share and diluted earnings per share are the same as thereare no dilutive instruments in existence at the year end date. 16. EXPLANATION OF TRANSITION TO IFRS This is the first period that the Company has presented its financial statementsunder IFRS. The accounting policies set out in Note 1 have been applied inpreparing the financial statements for the year ended 31 March 2007, thecomparative information presented in these financial statements for the periodended 31 March 2006 and in preparation of an opening IFRS Balance Sheet as at 1April 2006 (the Company's date of transition to IFRS). Paragraph 38 of IFRS1 states that there needs to be reconciliations between thecompany's equity as is under UK GAAP and as it is under IFRS, as well as areconciliation of the profit and loss and any impairment losses. The figures inthe financial statements, specifically the areas mentioned above, remain thesame under IFRS as under UK GAAP. 17. RELATED PARTY TRANSACTIONS During the year Media Steps Group PLC changed its name to Sandford PLC,following the sale of the two trading subsidiaries for a total consideration of£1. As disclosed in note 7, the company has written off £20,112 (2006: £367,310)relating to inter-company balances due from its subsidiary companies, MediaSteps (UK) Limited and Media Steps (Sports) Limited. Both subsidiaries were disposed of for £1 on 30 June 2006. 18. POST BALANCE SHEET EVENTS On 18 April 2007 the Group placed 141,900,000 Ordinary shares of nominal value0.1 pence each with a number of investors at a price of 0.75 pence per OrdinaryShare to raise a total of £1,064,250 before expenses. 19. PROFIT ACCOUNTED FOR IN THE PARENT COMPANY As permitted by section 230 of the Companies Act 1985, the profit and lossaccount of the parent Company is not presented as part of the financialstatements. The parent Company's profit for the financial year was £227,013(2006: loss £2,126,099). 20. ANNUAL REPORT The financial information in this announcement has been derived from theCompany's statutory accounts for the year ended 31 March 2007, which wereapproved by the Directors on 26 July 2007 and on which the auditors have givenan unqualified opinion. The financial information set out in this announcementdoes not constitute statutory accounts within the meaning of section 240 of theCompanies Act 1985. Statutory accounts for the year ended 31 March 2007 will bedelivered to the Registrar of Companies in accordance with section 242 of theCompanies Act 1985. The financial information for the period ended 31 March 2006 is derived from theCompany's statutory accounts, which have been delivered to the Registrar ofCompanies and on which the auditors gave a qualified opinion The Company's Annual Report is available free of charge for one month from theCompany at its registered office at 14 Kinnerton Place South, London SW1X 8EH. ENDS This information is provided by RNS The company news service from the London Stock Exchange