RNS Number:0240M
Capital Radio PLC
09 May 2005
Group Profit and Loss Account
Audited six Audited year Unaudited
months to to 30 six months
31 March September to 31
March
Note 2005 2004 2004
#000 #000 #000
Turnover 2 58,497 119,898 58,958
-------- -------- --------
Operating profit
Before goodwill and exceptional operating costs 2 10,593 23,677 11,965
Exceptional operating costs 2, 4 (2,455) (782) (758)
Amortisation of goodwill 2 (5,137) (10,273) (4,843)
-------- -------- --------
Operating profit 3 3,001 12,622 6,364
Share of operating profit of associated companies
including exceptional costs of #843,000 (2004:#nil)) 2 265 1,572 787
-------- -------- --------
Profit on ordinary activities before interest and
taxation 2 3,266 14,194 7,151
Net interest payable and similar items 6 (940) (1,638) (694)
--------------------------------- ------ -------- -------- --------
Underlying profit before taxation 4 10,761 23,680 12,058
Goodwill and exceptional items 4 (8,435) (11,124) (5,601)
--------------------------------- ------ -------- -------- --------
Profit on ordinary activities before taxation 2,326 12,556 6,457
Taxation on profit on ordinary activities 7 (2,638) (6,641) (3,446)
-------- -------- --------
(Loss)/profit for the financial period (312) 5,915 3,011
Dividends 9 (5,079) (15,642) (5,073)
-------- -------- --------
Retained loss for the financial period 18 (5,391) (9,727) (2,062)
-------- -------- --------
Basic (loss)/earnings per share 10 (0.4p) 7.1p 3.6p
Loss per share on goodwill and exceptional
items after taxation 9.3p 13.0p 6.5p
-------- -------- --------
Underlying basic earnings per share 10 8.9p 20.1p 10.1p
-------- -------- --------
Diluted (loss)/earning s per share 10 (0.4p) 7.1p 3.6p
-------- -------- --------
All results related to continuing operations.
Group Balance Sheet
Audited as at Audited as at Unaudited as at
31 March 30 September 31 March
Note 2005 2004 2004
#000 #000 #000
Fixed assets
Intangible assets - goodwill 11 154,712 159,818 165,109
Tangible fixed assets 12 15,399 17,520 16,175
Investments 13 2,091 2,619 2,785
--------- --------- --------
172,202 179,957 184,069
Current assets
Debtors 14 24,035 21,575 20,832
Cash 22 285 400 500
--------- --------- --------
24,320 21,975 21,332
Creditors: amounts falling due within one year 15 (66,044) 45,913) (41,673)
-------- --------- --------
Net current liabilities (41,724) (23,938) (20,341)
--------- --------- --------
Total assets less current liabilities 130,478 156,019 163,728
Creditors: amounts falling due after more than
one year 15 - (20,000) (20,000)
--------- --------- --------
Net assets 130,478 136,019 143,728
--------- --------- --------
Capital and reserves
Called up share capital 17 2,138 2,136 2,136
Share premium account 18 79,043 78,965 78,965
Shares to be issued 18 - 400 500
Merger reserve 18 37,095 36,695 36,695
Profit and loss account 18 12,202 17,823 25,432
--------- --------- --------
Equity shareholders' funds 130,478 136,019 143,728
--------- --------- --------
These accounts were approved by the Board of Directors on 9 May 2005 and were signed on its behalf by:
Peter Cawdron
Chairman
David Mansfield
Chief Executive
Group Cash Flow Statement
For the period ended 31 March 2005
Audited Audited Audited Audited Unaudited Unaudited
six Six Six Year to 31 Year to 31 six
months months September September months to months to
March March 2004 2004 31 March 31 March
2004 2004
Note #000 #000 #000 #000 #000 #000
Net cash inflow from operating
activities 19 7,236 25,473 10,507
Dividends from associated
undertakings 485 1,045 304
------- ------- -------
7,721 26,518 10,811
Returns on investments and servicing of finance
Interest received and similar
income 24 220 139
Interest paid (986) (1,764) (782)
------- ------- -------
Net cash outflow from returns on investments
and servicing of finance (962) (1,544) (643)
Taxation paid (2,910) (6,225) (2,935)
Capital expenditure
Proceeds from sale of tangible fixed assets - 52 52
Purchase of tangible fixed assets (1,270) (1,604) (759)
------- ------- -------
Cash outflow on capital expenditure (1,270) (1,552) (707)
Acquisitions and disposals 20 - (1,260) (692)
Cash outflow from equity dividends
paid (10,572) (15,335) (10,262)
------- ------- -------
Cash (outflow)/inflow before use of liquid resources
and financing (7,993) 602 (4,428)
Management of liquid resources - (400) (500)
Cash inflow/(outflow) from
financing 21 373 (167) (84)
------- ------- -------
(Decrease)/increase in cash in the period (7,620) 35 (5,012)
------- ------- -------
Reconciliation of Net Cash Flow to Movement in Net Debt (note 22)
(Decrease)/increase in cash in the period (7,620) 35 (5,012)
Monies transferred (from)/into
deposit account 18 (400) 400 500
Repayment of loan notes 107 167 84
------- ------- -------
Movement in net debt in the period (7,913) 602 (4,428)
Net debt at beginning of period (26,963) (27,565) (27,565)
------- ------- -------
Net debt at end of period 22 (34,876) (26,963) (31,993)
------- ------- -------
Reconciliation of Movements in Shareholders' Funds
For the period ended 31 March 2005 Six months to Year to 30
31 March 2005 September 2004
GROUP #000 #000
(Loss)/profit for the financial period (312) 5,915
Dividends (5,079) (15,642)
---------- ---------
Retained loss for the financial period (5,391) (9,727)
New share capital issued 480 61
Merger reserve arising on acquisition - 12,928
Movement on shares to be issued (400) 400
Movement on LTIP (230) 200
Movement on Quest - 96
---------- ---------
Net (decrease)/increase in shareholders' funds (5,541) 3,958
Shareholders' funds at beginning of period 136,019 132,061
---------- ---------
Shareholders' funds at end of period 130,478 136,019
---------- ---------
For the period ended 31 March 2005 Six months to Year to 30
31 March 2005 September 2004
COMPANY #000 #000
(Loss)/profit for the financial period (note 8) (8,610) 47,346
Dividends (5,079) (15,642)
---------- ---------
Retained (loss)/profit for the financial period (13,689) 31,704
New share capital issued 480 61
Merger reserve arising on acquisition - 12,928
Movement on shares to be issued (400) 400
Movement on LTIP (230) 200
Movement on Quest - 96
---------- ---------
Net(decrease)/increase in shareholders'funds (13,839) 45,389
Shareholders' funds at beginning of period 211,765 166,376
---------- ---------
Shareholders' funds at end of period 197,926 211,765
---------- ---------
Statement of Group Total Recognised Gains and Losses
For the period ended 31 March 2005 Six months to Year to 30
31 March 2005 September 2004
GROUP #000 #000
(Loss)/profit for the financial period:
Group (270) 4,820
Share of associates (42) 1,095
--------- ---------
Total gains and losses recognised for the financial
period (312) 5,915
--------- ---------
Company Balance Sheet
31 March 2005
Note 2005 2004
#000 #000
Fixed assets
Tangible fixed assets 12 9,324 9,615
Investments 13 252,516 260,561
-------- --------
261,840 270,176
Current assets
Debtors 14 45,643 41,800
Cash 22 285 400
-------- --------
45,928 42,200
Creditors: amounts falling due within one year 15 (109,630) (80,358)
-------- --------
Net current liabilities (63,702) (38,158)
-------- --------
Total assets less current liabilities 198,138 232,018
Creditors: amounts falling due after more than
one year 15 - (20,000)
Provisions for liabilities and charges 16 (212) (253)
-------- --------
Net assets 197,926 211,765
-------- --------
Capital and reserves
Called up share capital 17 2,138 2,136
Share premium account 18 79,043 78,965
Revaluation reserve 18 429 429
Shares to be issued 18 - 400
Merger reserve 18 44,116 50,170
Profit and loss account 18 72,200 79,665
-------- --------
Equity shareholders' funds 197,926 211,765
-------- --------
These accounts were approved by the Board of Directors on 9 May 2005 and were
signed on its behalf by:
Peter Cawdron
Chairman
David Mansfield
Chief Executive
Notes Forming Part of the Accounts
1. Accounting Policies
A summary of the principal Group accounting policies, all of which have been
applied consistently throughout the period, is set out below.
a. Basis of accounting
The accounts have been prepared under the historical cost accounting rules,
modified to include the revaluation of certain fixed assets, and in accordance
with applicable accounting standards.
b. Basis of consolidation
(i) The consolidated accounts include the accounts of the Company
and its subsidiary undertakings made up to 31 March 2005.
Unless otherwise stated, the acquisition method of accounting has been adopted.
Under this method, the results of subsidiary undertakings acquired or disposed
of in the period are included in the consolidated profit and loss account from
the date of acquisition or up to the date of disposal.
An associate is an undertaking in which the Group has a long term interest,
usually from 20% to 50% of the equity voting rights, and over which it exercises
significant influence. The Group's share of the profits less losses of
associates is included in the consolidated profit and loss account and its
interest in their net assets is included in the consolidated balance sheet.
Other fixed asset investments in the Group accounts, and all fixed assets in the
accounts of the Company, are stated at cost less amounts written off in respect
of any impairment in value.
(ii) Purchased goodwill (both positive and negative) arising on
consolidation in respect of acquisitions before 1 October 1997, when Financial
Reporting Standard 10, Goodwill and intangible assets, was adopted, was written
off to reserves in the year of acquisition. When a subsequent disposal occurs
any related goodwill previously written off to reserves is written back through
the profit and loss account as part of the profit or loss on disposal.
Purchased goodwill (representing the excess of the fair value of the
consideration given and any related costs over the fair value of the separable
net assets acquired) arising on consolidation in respect of acquisitions since 1
October 1997 is capitalised. Positive goodwill is amortised to #nil by equal
annual instalments over its estimated useful life, being deemed to be 20 years.
On the subsequent disposal or termination of a business acquired since 1 October
1997, the profit or loss on disposal or termination is calculated after charging
/(crediting) the unamortised amount of any related goodwill/(negative goodwill).
(iii) Under section 230(4) of the Companies Act 1985 the Company is exempt from
the requirement to present its own profit and loss account. The result for the
financial period dealt with in the financial statements of the holding company
was a loss of #8,610,000 (2004: profit #47,346,000).
c. Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation.
Depreciation is provided to write off the cost (less estimated residual value)
of each asset on a straight line basis over its expected useful life, as follows:
Freehold buildings 2%-4% per annum
Long leasehold premises 4%-6% per annum
Short leasehold premises over the term of the lease, or where the lease is renewable, 5%
Office and studio equipment 10%-20% per annum
Digital equipment over the term of the contract
Computer equipment 33% per annum
Motor vehicles 25% per annum
Freehold land is not depreciated.
d. Investments
In the Company's accounts investments in subsidiary companies are stated at cost
less provisions where, in the opinion of the Directors, there has been an
impairment in the value of the investment. Dividends receivable from subsidiary
companies are credited to the Company's profit and loss account. Fixed asset
investments are stated at cost less provisions where, in the opinion of the
Directors, there has been an impairment in the value of the investment.
e. Taxation
The charge for taxation is based on the profit for the period and takes into
account taxation deferred because of timing differences between the treatment of
certain items for taxation and accounting purposes.
Deferred tax is recognised, without discounting, in respect of all timing
differences between the treatment of certain items for taxation and accounting
purposes which have arisen but not reversed by the balance sheet date, except as
otherwise required by FRS 19.
f. Operating leases
Rentals payable under operating leases are charged to the profit and loss
account on a straight line basis.
g. Finance leases
Assets held under finance lease agreements are included in tangible fixed assets
and are depreciated in accordance with the depreciation policy. Obligations
under such agreements are included in creditors net of finance charges allocated
to future periods. Finance charges are taken to the profit and loss account so
that the annual rate of charge on the outstanding obligation at the end of each
accounting period is approximately constant.
h. Turnover
Turnover comprises income from the sale of advertising airtime, sponsorship and
promotions (net of agencies' commissions) and income from advertising on the
Internet. Turnover is stated excluding VAT, trade discounts, and intra group
transactions and derives from goods and services provided in the normal course of business.
Airtime revenue is recognised on the date of broadcast. Sponsorship revenue and
internet advertising are recognised over the life of the contract.
i. Licences
Expenditure incurred on the purchase of, application and re-applications for,
licences is written off to the profit and loss account as it is incurred.
j. Pensions
Most of the Group's employees participate in defined contribution pension
schemes, where pension costs are calculated as the amount of contributions
payable to the schemes in respect of the accounting period. Differences between
contributions payable and contributions paid are shown as either accruals or
prepayments in the balance sheet.
The Group provides for and funds pension liabilities on a going concern basis,
on the advice of external actuaries. The amount charged to the profit and loss
account is calculated to produce a level percentage of the current and future
pensionable payroll. The group has adopted the transitional arrangements under
Financial Reporting Standard 17, Retirement Benefits.
k. Own shares held under trust
Shares in the Company issued to cover SAYE schemes are held in a qualifying
Share Ownership Trust (QUEST). Shares in the Company issued to cover the long
term incentive plan (Capital Radio Restricted Share Plan) are held in the
Capital Radio Employee Trust. Own shares held under trust are deducted from
shareholders' funds.
l. Employee share schemes
The cost of awards to employees that take the form of shares or rights to shares
are recognised in the profit and loss account over the period of the employee's
related performance. Where there are no performance criteria, the cost is
recognised when the employee becomes unconditionally entitled to the shares. No
cost is recognised in respect of SAYE schemes that are offered on similar terms
to all or substantially all employees.
m. Development expenditure
Development expenditure is written off to the profit and loss account in the
year in which it is incurred.
2. Segmental Information Turnover Profit before Net Assets
Interest and Taxation
Six months to Year to 30 Six months to Year to 30
31 March September 31 March September
2005 2004 2005 2004 2005 2004
#000 #000 #000 #000 #000 #000
Commercial Radio, all from UK:
Analogue 57,813 118,962 13,641 29,120
Digital 684 936 (3,048) (5,443)
-------- ------- -------- -------
Total 58,497 119,898 10,593 23,677 171,438 174,575
Exceptional operating costs - - (2,455) (782) - -
Amortisation of goodwill - - (5,137) (10,273) - -
-------- ------- -------- ------- ------- -------
58,497 119,898 3,001 12,622 171,438 174,575
Share of associated companies - - 265 1,572 2,074 2,602
Cash, overdrafts, loans and
other investments - - - - (34,859) (26,946)
Liabilities for corporation tax - - - - (3,095) (3,639)
Proposed dividend - - - - (5,080) (10,573)
-------- ------- -------- ------- ------- -------
58,497 119,898 3,266 14,194 130,478 136,019
-------- ------- -------- ------- ------- -------
Amortisation of goodwill relates to analogue commercial radio activities. All
exceptional costs relate to analogue commercial radio activities. Net assets
cannot be split between analogue and digital. During the period the Group
entered into Barter agreements worth #4,000 (2004: #191,000). This is recognised
at the Company's airtime rates in accordance with UITF 26.
3. Operating Profit Six months to Year to 30
31 March September
2005 2004
#000 #000
Turnover 58,497 119,898
Direct costs (6,987) (14,618)
-------- ---------
Gross profit 51,510 105,280
Staff costs (14,370) (30,739)
-------- ---------
Other operating charges (see note 4) (25,055) (48,075)
Exceptional operating costs (2,455) (782)
-------- ---------
(27,510) (48,857)
Depreciation and amortisation (6,629) (13,062)
-------- ---------
Total operating costs (48,509) (92,658)
-------- ---------
Operating profit 3,001 12,622
-------- ---------
Profit on ordinary activities before taxation is Six months to Year to 30
stated after charging/(crediting) the following items: 31 March September
#000 #000
Hire of plant or machinery 340 715
Other operating lease charges 961 2,103
Auditors' remuneration:
Audit services 100 110
Further assurance services 11 22
Tax services 6 4
Other services - 3
Loss on disposal of fixed assets 1 1
Fees paid to the auditor for the audit of the Company amounted to #25,000 (2004:
#25,000). Auditors' fees have been reviewed by the Audit Committee. Within
prepayments and accruals is #500,000 (year to 30 September 2004: #218,000) in
respect of costs invoiced to Capital Radio plc for other services provided by
the auditors in relation to the proposed merger.
4. Underlying Profit before Taxation Six months to Year to 30
31 March 2005 September 2004
Underlying profit before taxation has been #000 #000
calculated as follows:
Profit on ordinary activities before 2,326 12,556
taxation -------- --------
Exceptional costs 2,455 782
Exceptional costs included within share of 843 -
operating profit of associated companies
Amortisation of goodwill - radio 5,137 10,273
Amortisation of goodwill - associates - 69
-------- --------
Net excluded items 8,435 11,124
-------- --------
Underlying profit before taxation 10,761 23,680
-------- --------
Exceptional costs for the six months to 31 March 2005 consist of #2,218,000 of
staff and related costs due to the impending merger. The remaining #237,000 in
exceptional costs and #843,000 in operating profit of associated
companies,relate to the write down of the underlying net assets in the record
label, Wildstar, to reflect its disappointing trading performance.
Exceptional costs for the year to 30 September 2004 consisted of #560,000 of
staff redundancy costs and #222,000 of exceptional operating charges.
5. Staff Six months to Year to 30
31 March 2005 September 2004
#000 #000
The aggregate payroll costs of the persons
employed by the Group during the period were
as follows:
Wages and salaries 12,194 26,236
Social security costs 1,395 3,033
Other pension costs 781 1,470
-------- --------
14,370 30,739
Exceptional staff costs relating to merger 2,007 560
(2004: redundancy costs) -------- --------
16,377 31,299
-------- --------
The above analysis includes the costs relating to Directors. The figures exclude
radio presenters engaged under short-term and part-time contracts. The total
cost of these persons amounted to #4,948,000 (2004: #9,219,000).
Six months to Year to 30
31 March September
2005 2004
No. No.
The average number of persons employed by the Group
(including Directors) was as follows:
Radio: Management and
administration 146 142
Sales 325 323
Programming 165 161
Engineering and IT 47 51
-------- --------
683 677
-------- --------
6. Net Interest Payable and Similar Items Six months to Year to 30
31 March September
2005 2004
#000 #000
Interest receivable and similar income:
Bank interest 24 211
Bank interest attributable to associated 30 37
undertakings -------- --------
54 248
Interest payable and similar charges:
Bank loan and overdrafts, wholly repayable (968) (1,825)
within 5 years
Interest on Capital Radio plc loan notes (26) (60)
Bank interest attributable to associated - (1)
undertakings -------- --------
(994) (1,886)
-------- --------
(940) (1,638)
-------- --------
7. Taxation 31 March 31 March 30 September 30 September
2005 2005 2004 2004
#000 #000 #000 #000
Corporation tax at 30% 2,492 6,407
Share of associated companies' taxation 337 513
Adjustment relating to prior years (125) (647)
-------- ---------
Total current tax 2,704 6,273
Deferred tax (see note 16)
Origination/reversal of timing differences (66) 245
Adjustment in respect of prior years - 123
-------- ---------
(66) 368
--------- --------
Tax on profit on ordinary activities 2,638 6,641
--------- --------
Factors affecting the tax charge for the period
The current tax charge for the period is higher (2004: higher) than the standard rate of corporation
tax in the UK of 30%. The differences are explained below.
2005 2004
#000 #000
Current tax reconciliation
Profit on ordinary activities before tax 2,326 12,556
--------- --------
Current tax at 30% (2004 : 30%) 698 3,767
Effects of:
Expenses not deductible for tax purposes:
Exceptional cost in relation to associated companies 324 -
Goodwill amortisation 1,541 3,103
Other 223 120
Depreciation for period in excess of capital allowances 94 46
Utilisation of tax losses (51) (116)
Adjustments to tax charge in respect of previous periods (125) (647)
--------- --------
Total current tax charge (see above) 2,704 6,273
--------- --------
8. Profit for the Financial Period
The loss for the six month financial period dealt within the accounts of the
Company was #8,610,000 (profit for year to 30 September 2004: #47,346,000).
9. Dividends Six months to Year to 30
31 March September
2005 2004
#000 #000
Interim dividend of nil (2004: 6.0p) per share - 5,073
Proposed final dividend of 6.0p (2004: 12.5p) per 5,079 10,569
share ---------- --------
Total dividend of 6.0p per share (2004: 18.5p) 5,079 15,642
---------- --------
The right to receive dividends has been waived in respect of shares held in the
Capital Radio Employee Trust, Capital Radio Restricted Share Plan and QUEST.
As a result of the merger 79,336,921 shares will be issued to the former GWR
shareholders on 9 May 2005. These shareholders will also be entitled to the
proposed final dividend of 6p per share totalling #4,760,000.
10. Earnings Per Share
The calculation of earnings per share is based on the loss after taxation
of #312,000 (year to 30 September 2004: profit #5,915,000) and on the
weighted average of 84,599,768 (2004: 83,521,690) Ordinary Shares in issue
during the period. The underlying earnings per share from operations is
included to show the effect of adjusting for the impact of goodwill and
exceptional costs which results in earnings increasing by #8,435,000 (2004:
#11,124,000), (see note 4). After the effect of a related tax credit of
#614,000 (2004: #227,000), this results in earnings of #7,509,000 (year to
30 September 2004: #16,812,000).
Dilution increases the weighted average number of shares to 84,674,664
(2004: 83,562,055). The dilution effect is caused by the inclusion of
74,896 share options (2004: 40,365). There is no change in profit after
taxation. For the purposes of disclosures required by FRS14 none of the
potential ordinary shares are regarded as being dilutive as their
conversion would reduce the basic loss per share. Consequently the diluted
loss per share is the same as the basic loss per share.
11. Intangible Assets - Goodwill
#000
GROUP
Book value
At 30 September 2004 210,151
Adjustments 31
-------
At 31 March 2005 210,182
-------
Amortisation
At 30 September 2004 50,333
Amortised during the period 5,137
-------
At 31 March 2005 55,470
-------
Net book value
At 30 September 2004 159,818
-------
At 31 March 2005 154,712
-------
12. Tangible Fixed Assets
GROUP Land and Long Short Fixtures,
Freehold Leasehold Leasehold Fittings and Motor
Property Premises Premises Equipment Vehicles Total
#000 #000 #000 #000 #000 #000
Cost
At 30 3,747 3,139 8,614 27,540 233 43,273
September 2004
Additions - - 87 1,185 - 1,272
Disposals (1,900) - - (2,393) (213) (4,506)
------- -------- -------- -------- ------- --------
At 31 March 1,847 3,139 8,701 26,332 20 40,039
2005 ------- -------- -------- -------- ------- --------
Depreciation
At 30 461 894 2,442 21,755 201 25,753
September 2004
Charged in the 19 75 209 1,177 12 1,492
period
Disposals - - - (2,392) (213) (2,605)
------- -------- -------- -------- ------- --------
At 31 March 480 969 2,651 20,540 - 24,640
2005 ------- -------- -------- -------- ------- --------
Net book
value
At 30 3,286 2,245 6,172 5,785 32 17,520
September ------- -------- -------- -------- ------- --------
2004
At 31 March 1,367 2,170 6,050 5,792 20 15,399
2005 ------- -------- -------- -------- ------- --------
The gross book value of freehold property includes #1,488,000 (2004: #3,388,000)
of depreciable assets.
COMPANY Leasehold Fittings and Motor
Premises Equipment Vehicles Total
#000 #000 #000 #000
Cost
At 30 September 2004 8,087 21,022 207 29,316
Additions - 545 - 545
Disposals - (73) (119) (192)
-------- --------- ------- --------
At 31 March 2005 8,087 21,494 88 29,669
-------- --------- ------- --------
Depreciation
At 30 September 2004 2,033 17,473 195 19,701
Charged in period 173 656 7 836
Disposals - (73) (119) (192)
-------- --------- ------- --------
At 31 March 2005 2,206 18,056 83 20,345
-------- --------- ------- --------
Net book value
At 30 September 2004 6,054 3,549 12 9,615
-------- --------- ------- --------
At 31 March 2005 5,881 3,438 5 9,324
-------- --------- ------- --------
13. Fixed Asset Investments
Associated Other
GROUP Companies Investments Total
#000 #000 #000
Book value
At 30 September 2004 2,602 592 3,194
Share of retained profits 315 - 315
Exceptional costs (see note 4) (843) - (843)
-------- -------- --------
At 31 March 2005 2,074 592 2,666
-------- -------- --------
Provisions
At 30 September 2004 and 31 March - 575 575
2005 -------- -------- --------
Net book value
At 30 September 2004 2,602 17 2,619
-------- -------- --------
At 31 March 2005 2,074 17 2,091
-------- -------- --------
All fixed asset investments in the Group were unlisted at 31 March 2005 and 30
September 2004.
Subsidiary Associated Other
Companies Companies Investments Total
#000 #000 #000 #000
COMPANY
Book value
At 30 September 2004 312,200 1,201 584 313,985
Disposals (45) - - (45)
--------- -------- -------- --------
At 31 March 2005 312,155 1,201 584 313,940
--------- -------- -------- --------
Provisions
At 30 September 2004 52,437 415 572 53,424
Increase in provision 8,000 - - 8,000
--------- -------- -------- --------
At 31 March 2005 60,437 415 572 61,424
--------- -------- -------- --------
Net book value
At 30 September 2004 259,763 786 12 260,561
--------- -------- -------- --------
At 31 March 2005 251,718 786 12 252,516
--------- -------- -------- --------
All fixed asset investments in the Company were unlisted at 31 March 2005 and 30
September 2004.
14. Debtors Group Company
31 March 30 September 31 March 30 September
2005 2004 2005 2004
#000 #000 #000 #000
Amounts falling due
within one year:
Trade debtors 13,785 14,453 13,785 14,453
Amounts due from - - 18,873 20,159
subsidiary
undertakings
Corporation tax - - 5,132 1,898
Deferred tax asset (see 98 32 - -
note 16)
Other debtors 1,463 1,148 1,032 953
Prepayments and accrued 7,973 4,959 6,105 3,354
income -------- --------- -------- ---------
23,319 20,592 44,927 40,817
-------- --------- -------- ---------
Amounts falling after
more than one year:
Prepayments and accrued 716 983 716 983
income -------- --------- -------- ---------
-------- --------- -------- ---------
Total 24,035 21,575 45,643 41,800
-------- --------- -------- ---------
15. Creditors
Group Company
31 March 30 September 31 March 30 September
2005 2004 2005 2004
#000 #000 #000 #000
Amounts falling due within
one year:
Bank loans and overdrafts 33,356 5,736 34,202 5,169
Loan notes (see note below) 1,520 1,627 1,520 1,627
Trade creditors 10,608 9,449 9,707 8,483
Other creditors 1,649 3,473 1,445 2,156
Amounts due to subsidiary - - 48,312 43,698
undertakings
Corporation tax payable 3,095 3,639 - -
Proposed dividend 5,080 10,573 5,080 10,573
Other taxation and social 2,843 3,250 3,779 3,250
security
Accruals and deferred 7,893 8,166 5,585 5,402
income -------- --------- -------- ---------
66,044 45,913 109,630 80,358
-------- --------- -------- ---------
Amounts falling due after
more than one year:
Bank loans - 20,000 - 20,000
-------- --------- -------- ---------
The floating rate bank loans of #20,000,000 carry interest at 0.8% over LIBOR
and are repayable by 31 March 2006. Bank overdrafts carry interest at 1% over
bank base rate and are repayable on demand.
15. Creditors (continued)
Capital Radio plc loan notes
Capital Radio plc loan notes amounting to #1,449,000 (2003: #1,493,000) were
issued in June 2000 and have a five year term. Interest is paid six monthly in
arrears at 1% below London Inter-Bank Offered Rates. The loan notes may be
redeemed at the holder's option on interest dates until 2005, or by the Company
on 17 May 2005.
Capital Radio plc loan notes amounting to #71,000 (2004: #134,000) were issued
in August 2000 and have a five year term. Interest is paid six monthly in
arrears at 1% below London Inter-Bank Offered Rates. The loan notes may be
redeemed at the holder's option on interest dates until 2005, or by the Company
on 17 May 2005.
16. Provisions for Liabilities
and Charges
Group Company
31 March 30 September 31 March 30 September
2005 2004 2005 2004
#000 #000 #000 #000
Deferred tax asset/ 32 400 (253) (23)
(liability) at 1 October
Credit/(charge) to the 66 (368) - (230)
profit and loss for the
period
Amounts utilised - - 41 -
-------- --------- -------- ---------
Deferred tax asset/ 98 32 (212) (253)
(liability) at 31 March -------- --------- -------- ---------
The elements of deferred taxation are as follows:
Group Group Company Company
31 March 2005 30 September 31 March 2005 30 September
2004 2004
#000 #000 #000 #000
Accelerated
capital
allowances 32 (94) (448) (456)
Other timing
differences 103 236 203
Tax losses 66 23 - -
------- --------- -------- ---------
Deferred tax
asset (see
note 14) 98 32 - -
------- --------- -------- ---------
Deferred tax
liability - - (212) (253)
------- --------- -------- ---------
No account has been taken of UK tax losses which are not expected to be utilised
in the foreseeable future. The total amount unprovided in the Group in respect
of these losses is #1,702,000 (2004: #1,719,000).
Share Capital 31 March 30 September
2005 2004
17. #000 #000
Group and Company
Authorised 100,000,000 (2004: 100,000,000) 2,500 2,500
Ordinary Shares of 2.5p each
Allotted, called-up and fully paid 2,138 2,136
85,512,086 (2004: 85,425,040) Ordinary --------- ---------
shares of 2.5p each
The increase in the issued share capital was Number Number
due to:
Ordinary Shares of 2.5p each issued fully
paid during the year:
- on acquisitions 62,946 2,434,535
- on exercise of option rights 24,100 -
--------- ---------
87,046 2,434,535
--------- ---------
18. Reserves Profit
Share Revaluation Shares to Merger and Loss
Premium Reserve be issued Reserve Account
#000 #000 #000 #000 #000
The movement on
reserves during
the period
was as follows:
Group
Beginning of 78,965 - 400 36,695 17,823
period
Retained loss for - - - - (5,391)
the period
Premium arising on 78 - (400) 400 -
issue of shares
Movement on LTIP - - - - (230)
-------- -------- -------- -------- --------
End of period 79,043 - - 37,095 12,202
-------- -------- -------- -------- --------
Company
Beginning of 78,965 429 400 50,170 79,665
period
Retained loss for - - - - (13,689)
the period
Increase in - - - (6,454) 6,454
investment
provision
transferred to
profit and loss
account
Premium on issue 78 - (400) 400 -
of shares
Movement on LTIP - - - - (230)
-------- -------- -------- -------- --------
End of period 79,043 429 - 44,116 72,200
-------- -------- -------- -------- --------
The #400,000 included within shares to be issued at 30 September 2004
represented monies held in a deposit account relating to conditional issue of
shares as part of the purchase of Tainside Limited. During the six month period
the monies were withdrawn to purchase shares and subsequently the shares were
issued to the previous directors of Tainside Limited.
The cumulative total of goodwill written off against the Group profit and loss
account reserve in respect of acquisitions prior to 1 October 1997, when
Financial Reporting Standard 10: Goodwill and Intangible Assets was adopted,
amounts to #45,941,000 (2004: #45,941,000).
19. Reconciliation of Operating Profit to Net
Cash Inflow from Operating Activities
Six months to Year to 30
31 March 2005 September 2004
#000 #000
Operating profit 3,001 12,622
Depreciation 1,492 2,789
Amortisation of goodwill 5,137 10,273
Loss on disposal of tangible fixed assets 1 1
Increase in debtors (1,880) (522)
(Decrease)/increase in creditors (285) 110
Cost of share related schemes (230) 200
---------- --------
Net cash inflow from operating activities 7,236 25,473
---------- --------
20. Cash flows from acquisitions and Six months to Year to 30
disposals 31 March 2005 September 2004
#000 #000
Acquisition of subsidiary - (770)
Overdraft acquired with subsidiary - (431)
Purchase of fixed asset investments - (59)
-------- -------
Net cash outflow from acquisitions and - (1,260)
disposals -------- -------
21. Cash Flows from Financing Six months to Year to 30
31 March 2005 September 2004
#000 #000
Proceeds from issue of shares 480 -
Repayment of loan notes (107) (167)
-------- -------
Net cash inflow/(outflow) from financing 373 (167)
-------- -------
22. Analysis of Net Debt Net Debt at Cash Other Non- Net Debt at
1 October Flow Cash Changes 31 March
2004 2005
#000 #000 #000 #000
Bank overdraft (5,736) (7,620) (13,356)
Bank loans
Amounts falling due in less - - (20,000) (20,000)
than one year
Amounts falling due in more (20,000) - 20,000 -
than one year
Loan notes (1,627) 107 - (1,520)
Monies held in deposit 400 (400) - -
account --------- ------ -------- --------
(26,963) (7,913) - (34,876)
--------- ------ -------- --------
At 31 March 2005 #285,000 of cash was included in the balance sheet. This cash
is restricted under the terms of an acquisition agreement and has therefore been
excluded from the cashflow and net debt.
24. Post balance sheet event
On 6 May 2005 the High Court sanctioned the scheme of arrangement ("the Scheme")
between GWR Group plc ("GWR") and the company's shareholders. Accordingly, the
Scheme became effective and the merger between GWR and the Company was completed
on 9 May 2005. As a result of the merger 79,336,921 shares will be issued to the
former GWR shareholders on 9 May 2005. These shareholders will also be entitled
to the proposed final dividend of 6p per share totalling #4,760,000.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EAASPEASSEAE
Clean Air (LSE:CAP)
Historical Stock Chart
From May 2024 to Jun 2024
Clean Air (LSE:CAP)
Historical Stock Chart
From Jun 2023 to Jun 2024
