Amended Preliminary Results

26 Jun 2006 15:51

Constellation Corporation plc (the "Company") Amended Preliminary Results These preliminary results were first released on 1 June 2006. Since that datethe Directors' have become aware that the original financial statements did notcomply with the Financial Reporting Standard 25 Financial Instruments:Presentation and Disclosure (which applies to companies with a financial yearcommencing on or after 1 January 2005) and the Companies Act 1985 as thepreference shares and related accrued dividends had been incorrectly shown inshareholders' funds, rather than being presented correctly as a liability.The effect of the revision is to include the nominal value of the preferenceshares, the related share premium and accrued dividends up to 30 June 2003 as acurrent liability. The impact of the change is an increase in net liabilitiesof ‚£1.2 million as at 31 December 2005. The previously report profits of theCompany remain unchanged.A supplementary note to 31 December 2005 financial statements will today beposted to shareholders and is to be treated as forming part of these financialstatements.The Company now releases its preliminary results for the year ended 31 December2005 as amended. Chairman's Statement I am pleased to report that, in a number of respects, 2005 has been aturnaround year.We have seen an increase in turnover of 23% to ‚£1,580,000 (2004; ‚£1,280,000),an operating profit of ‚£154,000 (2004; loss of ‚£11,000) and a modest pre-taxprofit of ‚£46,000 (2004; loss of ‚£152,000). This represents the first pre-taxprofit for a number of years. Significantly, this improvement was entirelyattributable to real progress in the second half of the year as reference tothe Interims will confirm.During the year we broadened our client base - we have a much wider base ofprestigious clients in a range of diverse markets - and we now have in place ateam of six consultants plus support staff, all of which gives us confidencethat we are able to sustain growth in turnover and profitability in the future.Obviously, we are not in any way complacent. There is still a great deal to do.Management of the cash position and creditors on a day to day basis remainscritical.Consistently we have continued to work very hard at securing new capital forthe Company to help reduce our debt and improve working capital and I would,again, like to thank our bankers and creditors for their support during thistime. However, the Board has set aside proposals for a variety of types ofinvestment believing that they would not have been in shareholders' bestinterests. Be assured we remain fully committed to establishing this Company ona sound financial footing.Meanwhile, prospects for the Company look better than they have done for someconsiderable time, certainly for as long as I have been involved, with theearly months of 2006 continuing the progress made in the last half of the year.The Board remains cautiously optimistic regarding trading prospects for theGroup.J BARTLEChairman1 June 2006CONSOLIDATED PROFIT AND LOSS ACCOUNTYear ended 31 December 2005 31 December 2005 31 December 2004 ‚£000 ‚£000 TURNOVER 1,580 1,280 ADMINISTRATIVE EXPENSES (1,426) (1,291) TOTAL OPERATING PROFIT/(LOSS) 154 (11) Interest payable and similar (108) (141)charges PROFIT/(LOSS) ON ORDINARY 46 (152)ACTIVITIES BEFORE TAXATION Tax on profit/(loss) on - (23)ordinary activities PROFIT/(LOSS) FOR THE FINANCIAL 46 (175)YEAR Profit / (loss) per share - 0.00p (0.02)pBasic Profit / (loss) per share - 0.00p (0.02)pDiluted All activity arose from continuing operations.There are no recognised gains and losses other than the losses for the currentand previous years. Accordingly, no statement of total recognised gains andlosses is given.CONSOLIDATED BALANCE SHEETYear ended 31 December 2005 31 December 2005 31 December 2004 ‚£000 ‚£000 ‚£000 ‚£000 FIXED ASSETS Intangible assets - Goodwill 959 1,025 Tangible assets - 6 959 1,031 CURRENT ASSETS Debtors 303 175 Investments - - Cash at bank and in hand 4 30 307 205 CREDITORS: amounts falling due (3,105) (1,739) within one year NET CURRENT LIABILITIES (2,798) (1,534) TOTAL ASSETS LESS CURRENT (1,839) (503)LIABILITIES CREDITORS: amounts falling due (678) (832)after more than one year PROVISIONS FOR LIABILITIES AND - -CHARGES NET LIABILITIES (2,517) (1,335) CAPITAL AND RESERVES Called up share capital 4,795 5,326 Share premium account 3,543 4,074 Other reserve - 689 Profit and loss account (10,855) (11,424) TOTAL SHAREHOLDERS' FUNDS (2,517) (1,335) These financial statements were approved by the Board of Directors on 25 June2006Signed on behalf of the Board of DirectorsA C GARNER R G ROBINSONDirector DirectorCONSOLIDATED CASH FLOW STATEMENTYear ended 31 December 2005 Year ended Year ended 31 December 31 December 2005 2004 ‚£000 ‚£000 Net cash inflow from operating 148 3activities Returns on investment and servicing of (108) (115)finance Cash flow before use of liquid resources 40 (112)and financing Financing (66) 154 (Decrease) / increase in net cash in the (26) 42period RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT Year ended Year ended 31 December 31 December 2005 2004 ‚£000 ‚£000 (Decrease) / increase in cash in the (26) 42period Net movement on secured loans 143 182 Directors loan advance (80) - First time adoption of FRS25 (1,28) - Changes in net debt resulting from cash (1,191) 224flows Net debt at start of period (1,721) (1,945) Net debt at end period (2,192) (1,721) Notes 1. The financial information set out above does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. Statutory accounts for the previous year ended 31 December 2004 have been delivered to the Registrar of Companies. Statutory accounts for the year 31 December 2005 will be delivered to the Registrar of Companies and sent to shareholders. An unqualified auditors' report has been given on such accounts. 2. The Directors have not recommended the payment of a dividend. 3. The Directors have held discussions with the creditors referred to in last year's Annual Report and have reached agreement with all but one of them. Further details are contained in the circular to shareholders dated 1 June 2006. 4. On the basis of this cash flow information, with an overdraft facility which continues to be subject to a quarterly review and discussions with the Group's bankers, the directors have formed a judgement at the time of approving the financial statements that the Company will be able to work within agreed overdraft facilities. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis. However, the timing of cash flows may sometimes result in the Group having insufficient facilities to meet its obligations. The financial statements do not include any adjustments that would result from not meeting current forecasts 5. In accordance with FRS 14, profit per ordinary share of 0.00p (2004: (0.02p)) has been calculated by dividing the profit on ordinary activities after taxation of ‚£46,000 by the weighted average number of ordinary shares in issue and ranking for dividend during the period. There were no preference shares at 31 December 2005 (2004: nil) available for conversion and so diluted profit per ordinary share is also 0.00p. 6. The Annual General Meeting of the Company has been convened for Tuesday 27th June at 10.00 am at the offices of Field Fisher Waterhouse at 35 Vine Street, London, EC3N 2AA. 7. The Annual Report and Accounts will be mailed to registered shareholders at their registered address and from the date of release copies of the Annual Report will be made available to the public free of charge for one month at the Company's registered office, 6 Derby Street, London W1Y 7HD and at the offices of City Financial Associates Limited, Pountney Hill House, 6 Laurence Pountney Hill, London EC4R 0BL. These may also be viewed on the Company's website at www.constellationcorporation.com. ENDCONSTELLATION CORPORATION PLC