Final Results
June 30 2003 - 11:33AM
UK Regulatory
RNS Number:9562M
Constellation Corporation PLC
30 June 2003
For immediate release
30 June, 2003
CONSTELLATION CORPORATION PLC
("Constellation" or "the Company")
Final Results for the year ended 31 December 2002
Chairman's Statement
I am pleased to present the annual results for the year ended 31 December 2002.
As reported in the interim statement presented to you in December last year,
much of the year was spent on a potential acquisition which would have broadened
the range of HR services the group offered and on battling in the most difficult
marketplace the search industry has experienced in living memory. Ultimately,
the negotiations were judged not to be in shareholders' interests and were
terminated.
The results for the second half of 2002 were significantly better than the first
half. Indeed, the group made an operating profit of #42,000 in that period.
Taking into account the abortive acquisition costs of #338,000, the operating
loss for the year was #893,000 (2001: loss of #5,499,000). Of the year's
operating loss, #219,000 was attributable to Garner International Singapore Pte
Limited which was sold back to its original vendors in August 2002.
Notwithstanding the continuing difficulties in our sector, current trading for
the first half of 2003 is encouraging and the Board is hopeful of generating a
small profit for the current year.
J Bartle
Chairman
30 June, 2003
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Year ended 31 December 2002
Notes Year ended Year ended
31 December 2002 31 December 2001
#000 #000 #000
TURNOVER
Continuing operations 1,070 1,113
Discontinued operations 273 766
Total turnover 1,343 1,879
Cost of sales (108) (77)
Gross profit 1,235 1,802
NET OPERATING EXPENSES
Abortive costs on potential acquisition (338) -
Exceptional write down of goodwill - (4,460)
Operating expenses (1,790) (2,841)
(2,128) (7,301)
TOTAL OPERATING LOSS
Continuing operations (674) (4,218)
Discontinued operations (219) (1,281)
Total operating loss (893) (5,499)
Profit on disposal of discontinued 134 -
operations
Interest receivable and similar income - 2
Interest payable and similar charges (99) (102)
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (858) (5,599)
Tax on loss on ordinary activities (4) 44
LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (862) (5,555)
Minority interests (1) 19
LOSS FOR THE FINANCIAL YEAR (863) (5,536)
Dividends (50) (50)
Other finance charges in respect of non - (67)
equity shares
RETAINED LOSS FOR THE YEAR (913) (5,653)
Loss per share - Basic (0.10p) (0.63p)
Loss per share - Diluted (0.10p) (0.61p)
There are no recognised gains and losses other than the loss for the current
year and the loss for the preceding financial period. Accordingly, no statement
of total recognised gains and losses is given.
CONSOLIDATED BALANCE SHEET
As at 31 December 2002
As at As at
31 December 2002 31 December 2001
#000 #000 #000
FIXED ASSETS
Intangible assets 1,158 1,726
Tangible assets 46 121
1,204 1,847
CURRENT ASSETS
Debtors 211 564
Investments - -
Cash at bank and in hand 6 97
217 661
CREDITORS: amounts falling due within one (2,317) (1,911)
year
NET CURRENT LIABILITIES (2,100) (1,250)
TOTAL ASSETS LESS CURRENT LIABILITIES (896) 597
CREDITORS: amounts falling due after more (593) (1,165)
than one year
PROVISIONS FOR LIABILITIES AND CHARGES - (58)
NET LIABILITIES (1,489) (626)
CAPITAL AND RESERVES
Called up share capital 5,066 5,066
Share premium account 4,007 4,007
Other reserve 589 539
Profit and loss account (11,151) (10,239)
TOTAL SHAREHOLDERS' FUNDS (1,489) (627)
Equity minority interests - 1
(1,489) (626)
ANALYSIS OF SHAREHOLDERS' FUNDS
Equity shareholders' funds (2,149) (1,236)
Non-equity shareholders' funds 660 610
(1,489) (626)
CONSOLIDATED CASH FLOW STATEMENT
Year ended 31 December 2002
Notes Year ended Year ended
31 December 31 December
2002 2001
#000 #000
Net cash inflow from operating activities (i) (104) (873)
Returns on investment and servicing of finance (ii) (99) (100)
Taxation (29) -
Capital expenditure and financial investment (ii) - (16)
Acquisitions and disposals (ii) (5) -
Cash outflow before use of liquid resources and financing (237) (989)
Financing (ii) 147 344
Decrease in net cash in the period (90) (645)
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
Notes Year ended Year ended
31 December 31 December
2002 2001
#000 #000
Decrease in cash in the period (90) (645)
Cash outflow from decrease in debt and lease financing 10 18
Net movement on secured loans (18) -
Directors loan advance (139) (176)
Changes in net debt resulting from cash flows (237) (803)
Net debt at start of period (iii) (1,791) (988)
Net debt at end period (iii) (2,028) (1,791)
(i) RECONCILIATION OF OPERATING LOSS TO OPERATING CASH FLOWS
Year ended Year ended
31 December 31 December
2002 2001
#000 #000
Operating loss (893) (5,499)
Depreciation 39 41
Amortisation 74 4,786
Decrease in debtors 353 107
Increase/(decrease) in creditors 323 (308)
Net cash outflow from operating activities (104) (873)
(ii) ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT
Year ended Year ended
31 December 31 December
2002 2001
#000 #000
Returns on investments and servicing of finance
Interest received - 2
Interest paid (95) (95)
Interest element of finance lease rental payments (4) (7)
Net cash outflow for returns on investments (99) (100)
and servicing of finance
Capital expenditure and financial investment
Purchase of tangible fixed assets - (16)
Acquisitions and disposals
Cash payment on disposals of subsidiary (5) -
Financing
Issue of Ordinary share capital - 186
Loans raised 100 269
Repayment of secured loans (82) (280)
Capital element of finance lease rental payments (10) (7)
Directors loan advance 139 176
Net cash inflow from financing 147 344
(iii) ANALYSIS OF NET DEBT
At Other At
1 January Cash non-cash 31 Dec
2002 flow changes 2002
#000 #000 #000 #000
Cash in hand and at bank 97 (91) - 6
Bank Overdraft (501) 1 - (500)
Total for cash at bank and overdraft (404) (90) - (494)
Debt due within one year (500) (100) - (600)
Debt due after one year (675) 82 - (593)
Finance leases (36) 10 - (26)
Directors loan account (176) (139) - (315)
(1,791) (237) - (2,028)
NOTES TO THE ACCOUNTS
1. ACCOUNTING POLICIES
Basis of preparation of the financial statements
Going Concern
The nature of the Group's business is such that there can be considerable
unpredictable variations in trading compared to forecasts. The directors have
prepared projected cash flow information for the current financial year and the
following two financial years.
On the basis of this cash flow information 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 the going concern basis. However, the
timings of cashflows may sometimes result in the Group having inadequate
facilities to meet its obligations. The financial statements do not include any
adjustments that would result from not meeting current forecasts.
2. TAX ON LOSS ON ORDINARY ACTIVITIES
Year ended Year ended
31 December 31 December
Taxation is based on the loss for the year 2002 2001
and comprises: #000 #000
United Kingdom corporation tax at 30% based on loss for - -
the year
Deferred taxation due to short term timing differences - (58)
Overseas taxation - 14
Adjustment in respect of prior years 4 -
4 (44)
The adjustment in respect of prior years relates to the carry back of trading
losses within a subsidiary company against profits assessed in prior periods.
3. DIVIDENDS
Year ended Year ended
31 December 31 December
2002 2001
#000 #000
5p (gross) Convertible Preference shares:
Paid - -
Proposed - -
Other finance charges in respect of 50 50
non-equity shares
Preference dividends on non-equity shares 50 50
Following the preference dividend paid in April 2000, further dividends on the
preference shares became due in October 2000, April 2001, October 2001, April
2002 and October 2002. Given the lack of distributable reserves of the company
at these dates, these payments could not legally be made. A reserve has been
created for these dividends.
4. BASIC AND DILUTED LOSS PER ORDINARY SHARE
In accordance with FRS 14, loss per ordinary share of 0.10p (2001: loss of
0.63p) has been calculated by dividing the loss on ordinary activities after
taxation and non-equity dividends of #913,000 (2001: #5,653,000) by 906,218,320
(2001: 890,251,608) being the weighted average number of ordinary shares in
issue and ranking for dividend during the period. There were no preference
shares at the year end available for conversion (2001: 35,685,567) and diluted
loss per ordinary share for 2002 is also 0.10p (2001: 0.61p).
5. REPORT AND ACCOUNTS
The financial information set out above does not constitute statutory accounts
as defined under Section 240 of the Companies Act 1985. The Auditors have not
yet made a report under Section 235 of the Companies Act 1985 on the accounts
for the year ended 31 December 2002 from which the financial information is
extracted, and consequently, full accounts for that period have not been filed
at Companies House. The Independent Audit Report on the financial statements
is likely to have a qualified opinion on the basis of limitation of scope
relating to the limited evidence available in respect of the results of a
subsidiary company which was disposed of on 15 August 2002. The Audit Report is
also likely to contain a modification for fundamental uncertainty about going
concern.
The Report of the Auditors on the accounts for the year ended 31 December 2001
was unqualified, but did contain a modification for going concern, and there was
no statement under either Section 237(2) or Section 237(3). Full accounts for
the year ended 31 December 2001 have been filed at Companies House.
6. AVAILABILITY OF ACCOUNTS
Copies of the Report and Accounts will be sent to shareholders shortly and will
be available from the registered office of the Company, 6 Derby Street, London
W1J 7AD and from John East & Partners Limited, Crystal Gate, 28-30 Worship
Street, London EC2A 2AH.
ENQUIRIES
Constellation Corporation Plc
Andrew Garner Tel: 020 7629 8822
John East & Partners Limited
John East/Simon Clements Tel: 020 7628 2200
This information is provided by RNS
The company news service from the London Stock Exchange
END
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