Final Results
December 30 2003 - 7:43AM
UK Regulatory
RNS Number:7231T
FTV Group PLC
30 December 2003
FTV Group plc
Preliminary results for the year ended 30 June 2003
Chairman's statement and operating review
Introduction
The Company ceased to provide finance to its only subsidiary, Forecourt
Television Limited, in September 2002 and that company was placed in voluntary
liquidation on 17 October 2002. The liquidation is expected to be completed in
the first half of 2004 but no dividend to unsecured creditors or members is
expected.
Financial results
The attached accounts relate only to FTV Group plc, as no subsidiary existed at
the year-end over which the Company exercised control.
The Company made a loss for the year of #420,000. The Company incurred #8,000 of
capital expenditure in the year. Basic loss per share was 0.76 pence. The
Company had #453,000 in liquid resources at 30 June 2003.
Operating review
As reported at the interim stage, the early part of the year was spent settling
certain liabilities relating to the liquidation of Forecourt Television Limited.
Subsequently we have examined the various options available to the Company and
have focussed principally on merger and acquisition opportunities. The Board has
not yet felt able to recommend such a transaction to shareholders.
The Company has retained its AIM listing. As a clean "cash shell" the directors
believe FTV Group Plc may prove attractive to a small growing business seeking a
stock market listing by means of a reverse.
Since the year-end there has been a noticeable increase in the degree of
interest being shown in cash shells with a clean balance sheet and a reasonable
cash sum. The Board, together with the Company's advisers and its major
shareholder intend to capitalise on this interest.
The Board
The Board changes made in the last quarter of 2002 were reported in last year's
statement. Jason Willoughby resigned from the Board on 28 February 2003.
I am pleased to announce the appointment of Michael Morris as a non-executive
director with effect from 29 December 2003. Michael (aged 32) is a consultant to
the Strategic group of companies, including the Company's largest shareholder,
Strategic Finance (UK) Limited. He has served as a Director of American
Building, where he jointly oversaw the divestiture of $36m in assets to
Honeywell. He has project managed real estate ventures and advised on start-up,
rollout and licensing strategies for technology groups. He has also served as a
director of Naty AB (Sweden), a consumer products manufacturer and distributor.
Michael will be a valuable resource to the Company during the next phase of its
development.
Capital reduction
The Board is proposing certain resolutions to members at the Annual General
Meeting, which, if passed, will enable the Company to seek court approval for a
capital reduction. The purpose of the capital reduction is twofold: to allow the
Company to issue further shares and to clear the accumulated losses from the
balance sheet.
Tony Vickers
Chairman
29 December 2003
Profit and loss account
For the year ended 30 June 2003
2003 2003 2002 2002
Notes #'000 #'000 #'000 #'000
Turnover - -
Cost of sales - -
_______ _______
Gross profit - -
Administrative expenses (456) (155)
Exceptional administrative expenses - (6,881)
_______ _______
(456) (7,036)
_______ _______
Operating loss (456) (7,036)
Interest receivable 36 181
_______ _______
Loss on ordinary activities before
taxation 2 (420) (6,855)
Tax on loss on ordinary activities 3 - -
_______ _______
Loss on ordinary activities after taxation,
being the loss for the year (420) (6,855)
_______ _______
Loss per share (basic and diluted) 4 (0.76)p (12.45)p
_______ _______
All recognised gains and losses are included in the profit and loss account.
All amounts relate to continuing activities.
Balance sheet
30 June 2003
30 June 30 June
2003 2002
Note #'000 #'000
Tangible fixed assets 8 -
______ ______
Current assets
Debtors 51 40
Cash at bank and in hand 453 1,970
______ ______
504 2,010
Creditors: amounts falling due within one year (24) (1,142)
_______ _______
Net current assets 480 868
_______ _______
Total assets less current liabilities 488 868
______ ______
Net assets 488 868
______ ______
Capital and reserves
Called up share capital 2,753 2,753
Share premium 9,158 9,118
Profit and loss account (11,423) (11,003)
______ ______
Equity shareholders' funds 5 488 868
______ ______
Cash flow statement
For the year ended 30 June 2003
2003 2002
Note #'000 #'000
Reconciliation of operating loss to net cash flow from
operating activities
Operating loss (456) (7,036)
Decrease/(increase) in debtors 29 (27)
(Decrease)/increase in creditors (1,118) 1,099
Provision of investments for impairment - 1,169
______ ______
Net cash outflow from operating activities (1,545) (4,795)
Returns on investments and servicing of finance
Interest received 36 181
______ ______
Net cash inflow from investments and servicing of finance 36 181
______ ______
Capital expenditure and financial investment
Purchase of tangible fixed assets (8) -
______ ______
Net cash outflow (8) -
______ ______
Net cash outflow before management of liquid resources (1,517) (4,614)
Management of liquid resources
Net cash withdrawn from deposit 1,484 4,639
______ ______
Net cash inflow 1,484 4,639
______ ______
______ ______
(Decrease)/increase in cash in the year 6,7 (33) 25
______ ______
Notes to the accounts
1. The accounting policies adopted in this preliminary announcement are
consistent with those of the previous period.
At 30 June 2003, the Company held no subsidiary undertakings. As a result, and
in compliance with section 227 of the Companies Act 1985, these financial
statements present information about the Company only, and contain no
information relating to its subsidiary undertaking, which entered into
creditors' voluntary liquidation on 17 October 2002.
The Company had net assets of #488,000 as at 30 June 2003. The directors
consider that the going concern basis is appropriate on the grounds that there
is sufficient cash to meet the Company's liabilities as they fall due over
twelve months from the date of approval of these statements.
The financial information set out in this statement does not constitute full
accounts within the meaning of Section 240 of the Companies Act 1985 as amended.
2. Loss on ordinary activities before taxation
Loss on ordinary activities before taxation is stated after charging:
2003 2002
#'000 #'000
Operating lease rentals
- land & buildings 2 -
Auditors' remuneration for audit services 7 25
Auditors' remuneration for non-audit services 2 7
====== ======
3. Taxation on loss on ordinary activities
No charge for taxation arises due to losses brought forward and incurred in the
year.
4. Loss per ordinary share
The calculations of loss per share are based on the following losses and numbers
of shares:
2003 2003 2002 2002
Loss per share Loss per share
#'000 p #'000 p
Loss
Loss after taxation (420) (0.76) (6,855) (12.45)
Dilutive effect of options - - - -
(420) (0.76) (6,855) (12.45)
Number Number
Shares
Weighted average number of shares
Basic and diluted 55,056,390 55,056,390
5. Reconciliation of movements in shareholders' funds
2003 2002
#'000 #'000
Loss for the year (420) (6,855)
VAT refund receivable 40 -
_______ _______
Net deduction from shareholders' funds (380) (6,855)
Opening shareholders' funds 868 7,723
_______ _______
Closing shareholders' funds 488 868
_______ _______
A refund of VAT previously disallowed in respect of flotation expenses charged
to share premium was claimed in September 2003 and received on 26 November 2003.
6. Analysis of changes in net funds
1 July Cashflow 30 June
2002 #'000 2003
#'000 #'000
Net cash:
Cash at bank and in hand 27 (33) (6)
Liquid resources:
Deposits 1,943 (1,484) 459
Net funds 1,970 (1,517) 453
7. Reconciliation of net cash flow to movement in net funds
2003 2002
#'000 #'000
(Decrease)/increase in cash in period (33) 25
Cash inflow from change in liquid resources (1,484) (4,639)
-------- --------
Movement in net funds in period (1,517) (4,614)
Net funds at 1 July 1,970 6,584
-------- --------
Net funds at 30 June 453 1,970
======== ========
8. Accounts in respect of FTV Group plc for the year ended 30 June 2002, on
which the auditors reported without qualification and which contained no
statement under section 237(2) or (3) of the Companies Act 1985, have been
delivered to the Registrar of Companies.
9. The auditors have reported on the accounts for the year ended 30 June 2003.
Their report is not qualified. The accounts for the year ended 30 June 2003 have
not been delivered to the Registrar of Companies.
10. Copies of the accounts for the year ended 30 June 2003 will be sent to all
shareholders shortly. Additional copies of the accounts will be available from
the Company Secretary at 22 Grosvenor Square, London W1K 6LF.
This information is provided by RNS
The company news service from the London Stock Exchange
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