TIDMCSS
RNS Number : 4858J
CSS Stellar PLC
30 June 2011
For Immediate Release
CSS Stellar plc
("CSS Stellar" or the "Group")
Final Audited Results
CSS Stellar today announces its final audited results for the
year ended 31 December 2010.
Highlights:
-- Operating loss from continuing operations prior to impairment
of goodwill of GBP0.2 million (2009: loss of GBP0.6 million)
-- All significant trading activities ceased
-- Company now an investing business
-- Continued reduction in corporate overheads
-- Group continues to be debt free
For further information please contact:
CSS Stellar plc
Julian Jakobi Tel: 07785 317202
Northland Capital Partners Limited (Nominated
Adviser and Broker)
Luke Cairns / Edward Hutton Tel: 020 7796 8800
CHAIRMAN'S STATEMENT
Overview
In 2010, the Company disposed of its 50% share in the business
and assets of its golf management business Hambric Stellar Golf
Limited and ceased to undertake its motorsports client business. As
a result, it effectively ceased to own, control or conduct any
trading business. As such, the Company was deemed under Rule 15 of
the AIM Rules to be an investing company. It was necessary to adopt
an investing policy, shareholder approval of which was obtained in
March 2011.
The Company retains an interest in the motorsports client
business, a business which is now undertaken by a company ("GPSH")
wholly-owned by myself with a former consultant to the Company.
Further details of the arrangements between the Company and GPSH as
announced in December 2010 are set out in the Operating and
Financial Review below.
Investing Policy
The Company's investing policy, approved at the General Meeting
in March 2011, is to focus on making an acquisition or acquisitions
of unquoted businesses or companies which would constitute a
reverse takeover under Rule 14 of the AIM Rules, creating a
platform for further acquisitions. The Directors retain the
flexibility to make investments which do not constitute a reverse
takeover under Rule 14 of the AIM Rules where shareholder value can
be enhanced; in such cases, however, any investments will be
significant minority stakes in companies which are actively managed
and which serve as a platform for a future reverse takeover.
The strategy of the Directors is to pursue acquisition(s) in the
leisure, corporate services, consultancy and brand licensing
sectors which will allow the Board to leverage its knowledge,
experience and contacts. Suitable acquisitions outside these
sectors will also be considered.
In conjunction with following the investing policy, the
Directors will proactively consider raising additional funds,
either in the form of equity or debt, to help implement the
proposed investing policy.
The Directors will focus primarily on acquisition opportunities
within the European Union and the United States. It is anticipated
that returns to shareholders will be delivered primarily through an
appreciation in the Company's share price.
The Board is aware that the Company's cash resources, currently
standing at approximately GBP80,000, are limited and this may
restrict the extent to which the investing policy can be
implemented. However, the Board continues to evaluate opportunities
to make acquisitions within the scope of the investing policy.
Financial Results
Revenue from continuing operations for the Group of GBP0.3
million was 295% higher than the prior year (2009: GBP0.08 million)
due the receipt of a legal case settlement. Group operating loss
prior to the impairment of goodwill of GBP0.4 million was GBP0.2
million, which was reduced from 2009. There was a net loss from
discontinued operations of GBP0.8million (2009: GBP0.9million)
recognised during the year.
Corporate overheads
The level of ongoing corporate overheads has been reduced and
the Group continues to identify opportunities to further reduce
these costs. It is forecast that corporate overheads in 2011 will
be further reduced.
Board changes
There were no board changes during the year.
Future strategy
CSS Presenters Limited remains the Group's only trading business
and as such is now deemed to be an investing business. The Group
has budgeted for a much lower cost base in 2011 whilst it seeks
other business opportunities.
I should like to thank all of our employees for their efforts
and support during the past year.
Julian Jakobi
Chairman
30 June 2011
OPERATING AND FINANCIAL REVIEW
Group Review of 2010
Revenue from continuing operations for the Group in the year
ended 31 December 2010 was GBP0.3 million, a 295% increase from
2009 (GBP0.08 million). These are adhoc revenues resulting from one
off events.
Group operating loss on continuing operations prior to the
impairment of goodwill of GBP0.4 million was GBP0.2 million, which
was broadly in line with 2009. There was a net loss from
discontinued operations of GBP0.8million (2009: GBP0.9million)
recognised during the year.
Review of continuing operations
The Group's trading operations now consists only of CSS
Presenters. This company made an operating loss prior to impairment
of goodwill of GBP0.14 million (2009: loss of GBP0.05 million) on
revenue of GBP0.02 million (2009 GBP0.02 million). There was an
impairment of goodwill of GBP0.4million relating to this
business.
Discontinued Operations
During the year, the Board took the decision to cease all of its
trading activities in the Motorsports and Golf core areas. These
businesses were based on contracts that were due to end during the
year ended 31 December 2010 and there was no certainty that these
contracts would be renewed.
Disposal of European Golf Business
On 30 September 2010, the Group disposed of its European Golf
Business via a trade and assets disposal.
Cessation of motorsports
On 17 December 2010 the group announced that it had entered into
arrangement with GP Sports Holdings Limited ("GPSH"), a company
wholly owned by Julian Jakobi the company's chairman, whereby the
group ceased to undertake its motor sport client business (the
"Arrangements"). As part of the Arrangements, the company agreed to
terminate Julian Jakobi's consultancy and executive arrangements
and to waive the non compete clause and the 12 month notice
period.
Under the Arrangements, GPSH are providing receivables
collection services for contracted fees through to 2012. The group
will also have a 20% carried economic interest in GPSH which will
entitle it to a cash payment based on what the group would have
received it has a 20% share holding in GPSH. Further details of
these arrangements are included in the announcement dated 17
December 2010.
The motorsports client business was built entirely around the
client representation agreements, all of which were due to expire
on 31 December 2010 with the exception of an agreement with one
client which is due to expire on 31 December 2011. The costs
associated with servicing these agreements, the fact that there was
no certainty of any renewal, together with the unrelated public
company costs, lead the board to conclude that the continuation of
the motor sports client business was no longer viable nor in
shareholders' interests.
Julian Jakobi, by virtue of being a director and substantial
shareholder of the Company, was deemed a related party for the
purposes of the Arrangements. The directors, other than Mr Jakobi
who took no part in the board's consideration of the Arrangements,
considered, having consulted with Northland Capital Partners
Limited, the Company's Nominated Adviser, that the Arrangements
were fair and reasonable in so far as the shareholders of the
Company were concerned.
Adoption of Investing Policy
Under the Arrangements, the group effectively ceased to own,
control or conduct any of its existing trading business and as a
result was deemed an investing company for the purposes of the AIM
Rules for Companies. Pursuant to Rule 15 of the AIM Rules, a
circular to adopt an Investing Policy was passed without amendment
at a general meeting of the Company on 15 March 2011.
Goodwill
In accordance with IAS 36, the Board reviewed the carrying value
of goodwill held in the Balance Sheet for impairment. As a result
of the review, the Board concluded that a write down of GBP0.4
million is required relating to CSS Presenters.
Taxation
The Group's tax charge was GBPNil (2009: credit of
GBP24,000).
Loss per Share
Loss per share on continuing operations on a basic and fully
diluted basis shows a loss of 2.24p per share (2009: loss of
1.88p). Basic unadjusted and fully diluted earnings per share on
discontinued operations were a profit of 2.83p (2009: loss of
2.95p). The losses are due to the impact of the disposals and the
impairment write down booked in the year.
Cash Flow
The cash flow statement shows a decrease in cash of GBP0.18
million (2009: decrease of GBP0.3 million) as a consequence of the
closure of its trading activities.
Julian Jakobi
Chairman
30 June 2011
CONSOLIDATED INCOME STATEMENT
Year ended 31 December 2010
2010 2009
Notes GBP000 GBP000
Revenue 3 324 82
Cost of sales - -
-------- --------
Gross profit 324 82
Impairment of goodwill (402) -
Other administrative costs (572) (632)
-------- --------
Total administrative costs (974) (632)
-------- --------
Operating loss (650) (550)
-------- --------
Finance income - 1
Finance costs - (22)
-------- --------
Loss before tax (650) (571)
Income tax credit/(expense) - 24
-------- --------
Net loss from continuing operations (650) (547)
Net loss from discontinued operations 5 (819) (854)
Net loss for the year (1,469) (1,401)
======== ========
Attributable to:
Equity holders of the parent (1,469) (1,401)
======== ========
Loss per share (pence) 4 pence pence
Continuing operations
Basic and diluted loss per share (2.24) (1.88)
Discontinued operations
Basic and diluted loss per share (2.83) (2.95)
Total
Basic and diluted loss per share (5.07) (4.83)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
GBP000 GBP000
Loss for the year (1,469) (1,401)
Exchange differences on translation of
foreign operations (1) (9)
Total comprehensive income for the year (1,470) (1,410)
======== ========
Attributable to:
Equity holders of the parent (1,470) (1,410)
======== ========
STATEMENT OF FINANCIAL POSITION
As at 31 December 2010
2010 2010 2009 2009
GBP000 GBP000 GBP000 GBP000
ASSETS
Non-current assets
Property, plant and equipment 4 12
Goodwill - 402
Available for sale assets 152 -
--------- ---------
156 414
Current assets
Trade and other receivables 375 1,242
Cash and cash equivalents 6 188
--------- ---------
381 1,430
Disposal group classified as held for
resale 239 -
Total assets 776 1,844
======= =======
EQUITY
Equity attributable to equity holders
of the parent
Share capital 14,488 14,488
Share premium account 28,158 28,158
Translation reserve 31 (120)
Profit and loss account (42,533) (41,064)
--------- ---------
Total equity 144 1,462
LIABILITIES
Current liabilities
Trade and other payables 418 357
Current tax payable - 25
--------- ---------
418 382
Liabilities directly associated with
disposal group classified as held
for resale 214
Total liabilities 632 382
Total equity and liabilities 776 1,844
======= =======
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended 31 December 2010
2010 2010 2009 2009
GBP000 GBP000 GBP000 GBP000
Cash flows from operating activities
Loss after taxation (1,469) (1,401)
Adjustments for:
Depreciation 6 8
Impairment of goodwill 400 500
Net interest expense - 21
Taxation credit/(expense) recognised in
profit and loss - (24)
Change in trade and other receivables 678 1,196
Change in trade and other payables 234 (925)
Income taxes paid - (88)
------- -------
1,318 688
-------- --------
Net cash used in operating activities (151) (713)
Cash flows from investing activities
Purchase of property, plant and
equipment - (4)
Proceeds from sale of investments - 12
Proceeds from sale of subsidiaries - 340
Reclassification of cash held in
disposal group (32) -
Proceeds from sale of property, plant
and equipment - 17
Interest received - 1
------- -------
Net cash generated by investing
activities (32) 366
Cash flows from financing activities
Interest paid - (22)
------- -------
Net cash used in financing activities (22)
Net change in cash and cash equivalents (183) (369)
Exchange loss/(gain) on cash and cash
equivalents 1 33
Cash and cash equivalents at beginning
of period 188 524
Cash and cash equivalents at end of
period 6 188
======== ========
STATEMENT OF CHANGES IN EQUITY
Year ended 31 December
2010
Total
attributable
Share Share Other Retained to owners of
capital premium Reserve earnings parent
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1
January 2010 14,488 28,158 (120) (41,064) 1,462
Loss for the
year - - - (1,469) (1,469)
Other
comprehensive
income:
Exchange
differences on
translation of
foreign 152 152
operations - - (1) - (1)
Total
comprehensive
income for
the year - - 151 (1,469) (1,318)
--------- --------- ------------ ---------- -------------
Balance at 31
December
2010 14,488 28,158 31 (42,533) 144
--------- --------- ------------ ---------- -------------
Total
attributable
Share Share Other Retained to owners of
capital premium Reserve earnings parent
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1
January 2009 14,488 28,158 (111) (39,663) 2,872
Loss for the
year - - - (1,401) (1,401)
Other
comprehensive
income:
Exchange
differences
on
translation
of foreign
operations - - (9) - (9)
Deferred tax
on revaluation
of freehold
property - - - - -
--------- --------- ------------ ---------- -------------
Total
comprehensive
income for
the year - - (9) (1,401) (1,410)
--------- --------- ------------ ---------- -------------
Balance at 31
December
2009 14,488 28,158 (120) (41,064) 1,462
--------- --------- ------------ ---------- -------------
NOTES TO THE FINANCIAL INFORMATION
Year ended 31 December
2010
1. Basis of preparation
CSS Stellar plc is a company incorporated in the United Kingdom.
The Group financial statements are for the year ended 31 December
2010 and have been prepared under the historical cost convention,
except for revaluation of certain properties and financial
instruments.
These consolidated financial statements (the financial
statements) have been prepared and approved by the directors in
accordance with International Financial Reporting Standards as
adopted by the EU ("adopted IFRS").
The principal accounting policies of the Group are set out in
the Group's 2009 Annual Report and Financial Statements. These
policies have remained unchanged.
2. Financial Information
The financial information relating to the year ended 31 December
2010 set out in this announcement does not constitute Statutory
Accounts as defined in Section 435 of the Companies Act 2006, but
has been extracted from the statutory accounts, which have received
an unqualified auditors' report and which have not yet been with
the Registrar of Companies. The financial information relating to
the period ended 31 December 2009 is extracted from the statutory
accounts, which incorporated an unqualified audit report and which
has been filed with the Registrar of Companies.
3. Segmental Reporting
During the year all of the Group's major operating segments were
either disposed of or ceased to trade. Accordingly no segmental
information has been presented other than that of Continuing and
Discontinued activities.
Following the disposals and cessation of the group's major
trading businesses the group is operating as one segment,
represented as continuing operations in the income statement. All
information regarding discontinued operations has been given in
note 5.
4.Loss Per Share
Weighted average Basic per share
amount
no. of shares (pence)
2010 GBP000
Continuing operations
Loss after tax (650)
Earnings attributable to
ordinary shareholders (650)
-------
Weighted average number of
shares 28,976,581 (2.24)
==============
Discontinued operations
Loss after tax (819)
Earnings attributable to
ordinary shareholders (819)
-------
Weighted average number of
shares 28,976,581 (2.83)
==============
Total basic and diluted loss
per share (5.07)
==============
2009
Continuing operations
Loss after tax (547)
Earnings attributable to
ordinary shareholders (547)
-------
Weighted average number of
shares 28,976,581 (1.88)
==============
Discontinued operations
Loss after tax (854)
Earnings attributable to
ordinary shareholders (854)
-------
Weighted average number of
shares 28,976,581 (2.95)
==============
Total basic and diluted loss per
share (4.83)
==============
5. Net loss from discontinued operations
On 30 September 2010, the Board disposed of its European golf
business and on 31 December 2010 ceased its Motorsports client
business. As a consequence of this decision, revenue and expenses,
gains and losses relating to these businesses have been eliminated
from the Group's continuing results and presented as a single line
item on the face of the income statement (see "net loss from
discontinued operations"). The comparative income statement has
been represented to show the discontinued operations separately
from continuing operations. The operating results for these
businesses are summarised below.
Prior year disposals
In 2009, the Board closed its New York based promotions
business. These results are described in detail in the 2009 Report
and Financial Statements, and are shown below for comparative
purposes.
Operating activities of discontinued operations
GEM Sports Golf Total GEM Sports Golf Total
2010 2010 2010 2010 2009 2009 2009 2009
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 175 1,074 76 1,325 359 1,050 286 1,695
Cost of sales - - - - - - - -
------- -------- ------- -------- -------- ------- ------- --------
Gross profit 175 1,074 76 1,325 359 1,050 286 1,695
Impairment of
goodwill - - - - (200) (300) - (500)
Administrative
costs (208) (1,785) (151) (2,144) (1,035) (722) (292) (2,049)
------- -------- ------- -------- -------- ------- ------- --------
Operating
(loss)/profit (33) (711) (75) (819) (876) 28 (6) (854)
Finance income - - - - - - - -
Finance costs - - - - - - - -
------- -------- ------- -------- -------- ------- ------- --------
(Loss)/profit
before tax (33) (711) (75) (819) (876) 28 (6) (854)
Income tax
expense - - - - - - - -
------- -------- ------- -------- -------- ------- ------- --------
(Loss)/profit
for the year (33) (711) (75) (819) (876) 28 (6) (854)
(Loss)/profit
on disposal - - - - - - - -
Net result from
discontinued
operations (33) (711) (75) (819) (876) 28 (6) (854)
======= ======== ======= ======== ======== ======= ======= ========
This information is provided by RNS
The company news service from the London Stock Exchange
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