Crimson Tide Regulatory News (TIDE)

30 Jun 2006 07:01

Cohen(A.) & Co PLC30 June 2006 30 June 2006 A.Cohen & Co. PLC (the "Company") Preliminary Results for the year ended 31 December 2005 Chairman's Statement The Company has, effectively no trading activities save for the completion of anumber of transactions that took place whilst it was a trading company. The costs of running the Company were kept to a minimum with none of thedirectors taking a salary. The operating loss before tax was £85,000. After animpairment charge of £42,000 on our remaining investments and a small interestcharge there was a reduced loss before tax of £127,000 compared to a loss beforetax of £431,000 in 2004. On 8 February 2006, the Company announced that it had negotiated the sale of its24.5 per cent. investment in ROO Media Europe Ltd., a supplier of internet andbroadband media, to ROO Group Inc. for a cash consideration of £50,000, beforeexpenses. The Company did not derive any income or revenue from ROO Media EuropeLtd and had written down this investment in its books to nil. The proceeds ofthis disposal were used for working capital purposes. We realise that this has been a frustrating period for our shareholders and thedirectors are continuing to seek suitable investment opportunities which can beput before shareholders for their consideration. G.B. Ashley Executive Chairman CONSOLIDATED PROFIT AND LOSS ACCOUNT YEAR ENDED 31 DECEMBER 2005 2005 2004 Notes £'000 £'000TURNOVER 3 - -COST OF SALES - - -------- --------- GROSS PROFIT - -DISTRIBUTION COSTS - -ADMINISTRATIVE EXPENSES (85) (201)OTHER OPERATING INCOME - 30 -------- --------- OPERATING PROFIT/(LOSS) BEFORE EXCEPTIONAL COSTS 4 (85) (171)EXCEPTIONAL ADMINISTRATIVE EXPENSES 6 - (82) -------- ---------OPERATING LOSS AFTER EXCEPTIONAL COSTS (85) (253)PROVISION FOR IMPAIRMENT OF INVESTMENTS (42) (186) -------- ---------LOSS ON ORDINARY ACTIVITIES BEFORE INTEREST (127) (439) INTEREST RECEIVABLE 1 8INTEREST PAYABLE 7 - - -------- ---------LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION 3 (126) (431)TAX ON LOSS ON ORDINARY ACTIVITIES 8 - - -------- ---------LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (126) (431) -------- ---------LOSS FOR THE FINANCIAL YEAR ATTRIBUTABLE TO 17 (126) (431)SHAREHOLDERS ======== ========= LOSS PER SHARE (PENCE) BOTH BASIC AND DILUTED 9 (0.80) (2.80) ======== ========= All of the results for 2005 relate to continuing activities. CONSOLIDATED BALANCE SHEET YEAR ENDED 31 DECEMBER 2005 2005 2004 Notes £'000 £'000 FIXED ASSETS Tangible assets 10 - -Investments 11 50 92 -------- --------- 50 92 CURRENT ASSETS Tangible assets held for resale 12 - - Debtors 13 5 11 Cash at bank and in hand 10 65 -------- --------- 15 76 CREDITORS : Amounts falling due within one year 14 (78) (55) -------- --------- NET CURRENT ASSETS/(LIABILITIES) (63) 21 TOTAL ASSETS LESS CURRENT LIABILITIES (13) 113 PROVISIONS 15 (82) (82) -------- --------- -------- ---------NET (LIABILITIES)/ASSETS (95) 31 ======== ========= CAPITAL AND RESERVES Called up share capital 16 3,032 3,032 Capital redemption reserve 17 49 49 Share premium account 17 2 2 Other reserves 17 386 386 Profit and loss account 17 (3,564) (3,438) ======== ========= EQUITY SHAREHOLDERS' (DEFICIT)/FUNDS (95) 31 ======== ========= Approved by the Board on 27 June 2006 Signed on behalf of the Board of Directors G.B. Ashley Director CONSOLIDATED CASH FLOW STATEMENT YEAR ENDED 31 DECEMBER 2005 2005 2004 Notes £'000 £'000 £'000 £'000NET CASH INFLOW/(OUTFLOW) FROMOPERATING ACTIVITIES 19 (56) 401RETURNS ON INVESTMENTS ANDSERVICING OF FINANCE Interest received 1 8Interest paid - - ------- -------NET CASH INFLOW/(OUTFLOW) FROMRETURNS ON INVESTMENTS ANDSERVICING OF FINANCE 1 8CAPITAL EXPENDITURE AND FINANCIALINVESTMENT Payments to acquire fixed asset - -investmentsReceipts from sale of fixed asset - -investmentsReceipts from sale of business - -Receipts from sale of tangible - -fixed assets ------- -------NET CASH INFLOW FROM CAPITAL - -EXPENDITURE AND FINANCIALINVESTMENTACQUISITIONS AND DISPOSALS Payments on termination of an - -operation ------- ------- NET CASH OUTFLOW FROM ACQUISITIONS - -AND DISPOSALS ------- -------NET CASH INFLOW/(OUTFLOW) BEFOREFINANCING (55) 409 FINANCING Repayment of borrowings - -Capital element of finance lease - -rental payments ------- ------- ------- -------NET CASH INFLOW/(OUTFLOW) - -FROM FINANCING ------- -------INCREASE/(DECREASE) IN CASH 21 (55) 409 ======= ======= NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2005 1. ACCOUNTING POLICIES The financial statements are prepared in accordance with applicable accountingstandards. The particular accounting policies adopted are described below. 1.1 Accounting Convention The financial statements are prepared under the historical cost convention asmodified by the revaluation of certain investments. 1.2 Basis of Preparation of the Financial Statements The financial statements are prepared on the basis that the Group is a goingconcern. It should be noted, however, that all trading operations of thesubsidiary companies have ceased and that the parent company is now looking toexisting and other investments. The directors are confident that investors willcontinue to support the Group and that as a result the going concern basis ofpreparation has been adopted in the preparation of these financial statements. 1.3 Basis of Consolidation The Group financial statements consolidate the financial statements of thecompany and all subsidiary undertakings for the financial year ended 31stDecember, 2005. 1.4 Financial Instruments As at the end of the financial year the Group did not have any derivativecontracts. 1.5 Foreign Currencies Company and UK subsidiary undertakings: Assets and liabilities denominated in foreign currencies are translated intosterling at the rates of exchange ruling at the balance sheet date unlesscovered by forward exchange contracts when the contracted rates are used.Transactions during the year in foreign currencies are recorded at the ratesruling at the date of the transactions. Overseas subsidiaries: The financial statements of overseas subsidiaries are translated into sterlingat the rates of exchange ruling at the balance sheet date and their results aretranslated at the average rates for the year. The differences arising from thetranslation of the opening net investments in subsidiaries and associates aretaken direct to reserves. 1.6 Acquisitions and Disposals On the acquisition of a business, including an interest in an associatedundertaking, fair values are attributed to the Group's share of net tangibleassets. Where the cost of acquisition exceeds the values attributable to suchnet assets, the difference is treated as purchased goodwill. The profit or loss on disposal or closure of a previously acquired businessincludes the attributable amount of any purchased goodwill relating to thatbusiness not previously charged through the profit and loss account. The results and cash flows relating to a business are included in theconsolidated profit and loss account and the consolidated cash flow statementfrom the date of acquisition or up to the date of disposal. 1.7 Tangible Fixed Assets Depreciation is provided on cost or on revalued amounts over the estimateduseful lives of the assets. The rates of depreciation are as follows:- Plant and - 15% per annum on written down valuemachineryFixtures, - 15% per annum on written down valuefittings,tools andequipment 1.8 Turnover Turnover represents the amounts derived from the sale of goods which fall withinthe Group's ordinary activities after deduction of trade discounts and VAT. 1.9 Fixed Asset Investments Fixed asset investments are stated at cost or valuation, less provision forimpairment. Investments are revalued where the directors believe this isnecessary in order to show a true and fair view in the accounts. Investments in which the Group has shareholdings of between 20% and 50% are onlyequity accounted where the Group has significant influence over the operations. 1.10 Tangible Asses Held for Resale These assets represent the cost of valuation, less provision for impairment, ofassets the directors have resolved to dispose of within one year subject toshareholder agreement. 1.11 Deferred Taxation Deferred taxation is provided on all timing differences, without discounting,calculated at the rate at which it is estimated that tax will be payable, exceptwhere otherwise required by accounting standards. 1.12 Leases Operating lease rentals are charged to the profit and loss account in equalamounts over the lease term. 1.13 Pension Costs UK pension scheme: The Company made payment into a defined contribution scheme, and these amountswere charged to the profit and loss account during the year in which they wereincurred. 2. POST BALANCE SHEET EVENTS The directors are not aware of any post balance sheet events that wouldmaterially affect the affairs of the Company. 3. ANALYSIS OF GROUP TURNOVER, LOSS BEFORE TAXATION AND NET ASSETS The principal activity of the Group was investment. The loss before taxation and net assets are attributable to the UK. 4. OPERATING LOSS 2005 2004 £'000 £'000Operating loss is stated after charging:Depreciation - owned assets - 10Rentals under operating leases: - -Hire of plant and machinery 30 104Land and buildings ========= ==========Auditors' remuneration 10 10Audit fees - company - 7Other - taxation and other advice ========= ========== 5. INFORMATION REGARDING DIRECTORS AND EMPLOYEES Directors'emoluments Total emoluments excluding pensions Basic Salary Fees Benefits 2005 2004 £'000 £'000 £'000 £'000 £'000R. Ritchie(resigned - - - - 3220.10.04)J. Ferguson - - - - 12R. Sincock - - - - 12 ---------- --------- ---------- ---------- ---------- - - - - 56 ========== ========= ========== ========== ========== Directors' expenses were paid on a reimbursement basis and there were no otherservices performed by the directors for the year. There were no directors for whom the Company made pension contributions duringthe year. 2005 2004Average number of persons employed Number NumberOffice and management - -Manufacturing - - --------- ---------- - - ========= ========== £'000 £'000Staff cost during the year (including directors)Wages and salaries - 199Social security costs - 25Pension costs (see note 22) - 10 --------- ---------- - 234 ========= ========== 6. EXCEPTIONAL ITEMS 2005 2004 £'000 £'000Aborted acquisition expenditure - -Impairment of assets of A. Cohen (Great Britain) Ltd - -Meeting costs re: Extraordinary General Meeting 30.6.04 - -Onerous lease rental - 82 --------- ---------- - 82 ========= ========== The provision represents unavoidable payments, less the estimate of rentalincome receivable, under leases on surplus premises. 7. INTEREST PAYABLE 2005 2004 £'000 £'000 ========= ==========Bank loans, overdrafts and other loans repayable - -within five years ========= ========== 8. TAX ON LOSS ON ORDINARY ACTIVITIES 2005 2004 £'000 £'000United Kingdom corporation tax at nil% (2004 : nil%) - - ========= ========== There is no tax charge in the year as the Group has brought forward lossesavailable and has made losses in the year. The Group has a deferred tax assetwhich has not been recognised in the accounts. This asset would be recoverablein the event that the group made sufficient, applicable taxable profits in thefuture. 9. LOSSES PER SHARE The calculation losses per share is based on losses attributable to shareholdersof 384,000 (2004 : £431,000) and on the weighted average number of shares of15,160,482 (2004 : 15,160,482) in issue during the year. There were no diluting instruments at the end of the year. There is therefore nodifference between diluted and non-diluted losses per share. 10. TANGIBLE FIXED ASSETS Fixtures and Fittings TotalGroup and Company £'000 £'000 Cost or valuationAt 1st January, 2005 17 17Additions - - --------- ---------- At 31st December, 2005 17 17 --------- ---------- Accumulated depreciationAt 1st January, 2005 17 17Charge for the year - - --------- ---------- At 31st December, 2005 17 17 --------- ---------- Net Book ValueAt 31st December, 2005 - - ========= ==========At 31st December 2004 - - ========= ========== 11. INVESTMENTS HELD AS FIXED ASSETS Trade Investments £'000The GroupAt 1st January, 2005 50Provision for diminution - -------------At 31st December, 2005 50 ============= Shares in Trade Total Subsidiary Investments UndertakingsCompany £'000 £'000 £'000CostAt 1st January, 2005 and 31st December, 1,929 386 2,3152005 ------------- --------- ---------- ProvisionsAt 1st January, 2005 1,929 294 2,223Impairment - 42 - ------------- --------- ----------At 31st December, 2005 1,929 336 2,223 Net Book ValueAt 31st December, 2005 - 50 92 ============= ========= ========== At 31st December, 2004 - 92 92 ============= ========= ========== Details of the company's investments are given in note 27. 12. TANGIBLE ASSETS HELD FOR RESALE 2005 2004 £'000 £'000Transferred from tangible fixed assets - - ========= ========== 13. DEBTORS Group Company 2005 2004 2005 2004 £'000 £'000 £'000 £'000Trade debtors - - - -Amounts owned by group - - - 13undertakingsOther debtors - - - -Prepayments and accrued income 5 11 12 11 -------- -------- -------- -------- 5 11 12 24 ======== ======== ======== ======== 14. CREDITORS : Amounts falling due within one year Group Company 2005 2004 2005 2004 £'000 £'000 £'000 £'000Trade creditors (45) (31) (46) (31)Amounts owned by group - - (4) -undertakingsOther creditors and accruals (33) (24) (32) (24) -------- -------- -------- -------- (78) (55) (82) (55) ======== ======== ======== ======== 15. PROVISIONS Group and Company Other £'000At 31st December, 2004 82Charged to the profit and loss account during the year - ----------At 31st December, 2005 82 ========== Other provisions relate to surplus premises costs relating to an onerous lease. 16. CALLED UP SHARE CAPITAL 2005 2004 Number £'000 Number £'000 '000 '000AuthorisedOrdinary shares of 20p each - - - -Ordinary shares of 1p each 111,951 1,120 111,951 1,120Deferred shares of 19p each 15,160 2,880 15,160 2,880 -------- -------- -------- -------- 127,111 4,000 127,111 4,000 ======== ======== ======== ======== Allotted, called up and fullypaidOrdinary shares of 20p each - - - -Ordinary shares of 1p each 15,160 152 15,160 152Deferred shares of 19p each 15,160 2,880 15,160 2,880 -------- -------- -------- -------- 30,320 3,032 30,320 3,032 ======== ======== ======== ======== During the year, each of the 15,160,482 issued Ordinary Shares of 20p each wereconverted and subdivided into one Ordinary Share of 1p and one Deferred Share of19p. The 4,839,518 unissued Ordinary Shares of 20p each were converted and subdividedinto 20 Ordinary Shares of 1p each. 17. RESERVES Capital Share Other Profit Redemption Premium Reserves and Loss Reserve Account AccountGroup £'000 £'000 £'000 £'000At 1st January, 2005 49 2 386 (3,438)Loss for the year - - - (126) --------- -------- -------- --------At 31st December, 2005 49 2 386 (3,564) ========= ======== ======== ======== CompanyAt 1st January, 2005 49 2 252 (3,308)Loss for the year - - - (126) --------- -------- -------- --------At 31st December, 2005 49 2 252 (3,434) ========= ======== ======== ======== As permitted by Section 230 of the Companies Act 1985, the profit and lossaccount of the parent undertaking. A. Cohen & Co. plc, has not been presented inthese accounts. The loss after tax of the parent undertaking for the financialyear amounted to £81,352 (2004 : loss of £449,835). 18. FINANCIAL COMMITMENTS At 31st December, 2005 the Group had no capital commitments (2004 : £nil). The Group has an annual commitment of £22,080 per year under an operating leasefor land and buildings, which expires after more than five years. 19. RECONCILIATION OF OPERATING LOSS TO NET CASH FLOW FROM OPERATING ACTIVITIES 2005 2004 £'000 £'000Operating loss before exceptional costs (127) (171)Exceptional costs - (82)Impairment of fixed assets 42 -Depreciation - 10 Net movement in working capitalStocks - -Debtors 6 759Creditors 23 (197)Provisions - 82 ----------- ----------Net cash inflow/(outflow) from operating activities (56) 401 =========== ========== 20. CASH FLOW STATEMENT : Analysis of net debt At 1 Jan. Cash At 31 Dec. 2005 Flow 2005 £'000 £'000 £'000Cash in hand and at bank 65 (55) 10Overdrafts and bank loans - - - ---------- ----------- ----------- 65 (55) 10 ========== =========== =========== 21. CASH FLOW STATEMENT : Reconciliation of net cash flow to movement in the net debt 2005 2004 £'000 £'000 £'000 £'000Increase/(decrease) in cash in (55) 409,000the yearCash outflow from decrease in - -debt and lease financing --------- --------Change in net debt resultingfrom cash (55) 409flows -------- --------Movement in net debt in the year (55) 409Net debt at start of year 65 (344) -------- --------Net funds at end of year 10 65 ======== ======== 22. PENSIONS The Group makes contributions to various pension schemes as shown below. Thefunds of these schemes are administered by trustees and held separately from thegroup's assets. 2005 2004 £'000 £'000Contribution - -UK - defined contribution scheme - - ----------- ---------- - - =========== ========== 23. FINANCIAL INSTRUMENTS The Group's policies as regards derivatives and financial instruments are setout below. Currency risk The Group has investments in foreign currencies and transactional currencyexposures arising from sales or purchases by operating businesses in currenciesother than the business' functional currency. Interest rate risk The Group has borrowings as disclosed in Note 24. 24. INTEREST RATE RISKS Interest rate and currency of financial liabilities The Group had invoice discounting facilities of which £nil (2004: £nil) wasdrawn down at year end. These balances are included in other creditors (see note14). These were repaid in full during the year. 25. HEDGING Foreign currency hedging The Group does not hedge its foreign exposure. The Group's exposure to foreignexchange is set out in note 26 below. Fixed asset investment The value of the investment in Speedmark Industries (Proprietary) Limited andMetal Sales (PVT) Ltd are not hedged. 26. CURRENCY PROFILE The main functional currency of the Group is sterling. The following analysis ofnet monetary assets and liabilities shows the Group's currency exposures. Suchexposures comprise the monetary assets and monetary liabilities of the Groupthat are not denominated in the operating (or "functional") currency of theoperating unit involved. 2005 2004 Australian US$ European Australian US$ European $ Currencies $ CurrenciesOperating £'000 £'000 £'000 £'000 £'000 £'000currencySterling - - - 22 289 88 ======== ====== ========= ======== ======= ======== 27. PRINCIPAL SUBSIDIARY AND ASSOCIATED UNDERTAKINGS Subsidiary undertakingsCountry of Incorporation Great Britain Class of Share Interest in Held EquityA. Cohen & Co. (Great Britain)Ltd. Non-trading Ordinary 100%A. Cohen Metals Merchanting Non-trading Ordinary 100%Ltd.A. Cohen (Aust) Pty Ltd Non-trading Ordinary 100%A. Cohen & Co. Securities Ltd Non-trading Ordinary 100%Comexim International Ltd Non-trading Ordinary 100% All the companies are incorporated in Great Britain and registered in Englandand Wales except for A. Cohen (Aust) Pty Ltd. which is registered in VictoriaAustralia. TradeInvestmentsCountry of Operation Class of InterestIncorporation Share in Held EquityGreat BritainROO MediaEurope Media products and services of content Ordinary 24.5%Limited syndication and supply of streaming video, reproduction of video content and advertising.MoneyProductsInternational Manufacture, sale and rental of change machines Ordinary 33.3%Ltd and coin operated equipment.South AfricaSpeedmarkIndustries(Proprietary)Ltd Non-trading Ordinary 37.4% ZimbabweMetal Sales(PVT) Ltd. Production of copper alloy and aluminium alloy Ordinary 46.9% ingots, copper wire bars and lead anodes, zinc distillation and distribution of brass and copper semis. Despite the equity interest in the above noted investments the directors havedecided not to equity accounts due to a lack of significant influence over theinvestments. 28. RELATED PARTY TRANSACTIONS J.S. Ferguson is a director of A. Cohen & Co. (Great Britain) Ltd and a directorand shareholder of Motehill Metals Limited. Motehill Metals Limited has aservice contract with A. Cohen & Co plc to provide the services of J.S. Fergusonto the company. 29. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 2005 2004 £'000 £'000Loss attributable to members of the company (84) (431)Revaluation of investment - - ----------- ----------Total recognised gains and losses relating to the year (84) (431) =========== ========== 30. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' (DEFICIT)/FUNDS 2005 2004 £'000 £'000Loss attributable to members of the company (84) (431)Revaluation of investment - -Net increase/(reduction) in shareholders' funds (84) (431)Opening shareholders' funds 31 462 ----------- ----------Closing shareholders' (deficit)/funds (53) (31) =========== ========== 31. NOTE OF HISTORICAL COST PROFITS AND LOSSES 2005 2004 £'000 £'000Loss on ordinary activities before taxation (84) (431)Realisation of revaluation - -Difference between the historical cost depreciation - -charge and the actual depreciation charge for the year ----------- ----------calculated on the revalued amountHistorical cost profit/(loss) on ordinary activitiesbefore (84) (431)taxation =========== ==========Historical cost profit/(loss) for the year after (84) (431)taxation,Minority interests and dividends =========== ========== This information is provided by RNS The company news service from the London Stock Exchange