RNS Number:9729A
Sandford PLC
27 July 2007
For immediate release
27 July 2007
Sandford Plc
("Sandford" or the "Company")
Audited results for the year ended 31 March 2007
The Board of Sandford announces its audited results for the year ended 31 March
2007. The report and accounts are being posted to shareholders today.
Chairman's statement
I am pleased to report on our results for the 12 months ended 31 March 2007, a
period which has seen very significant changes in our activities. We have also
separately announced today the proposed acquisition of Wilton International
Consulting Limited which, through its wholly owned subsidiary TSE Consulting SA,
is one of the leading providers of international sports consultancy services.
Following the disappointment of having to dispose of the Group's trading
activities in June 2006 in order to prevent the Company from becoming insolvent,
significant efforts went into both containing and minimising actual and
potential liabilities. In addition, we undertook a rigorous review of funding
alternatives going forward.
New investors were eventually forthcoming in December at which time arrangements
were concluded with the Group's principal creditors. These changes were all
approved by Shareholders in a General Meeting held in March 2007, heralding the
way for a new future.
Subsequently, the Group raised additional finance to enable us to attract a
suitable Company acquisition.
The results for last year reflect principally the release of provisions made at
the time of the last Report and Accounts and the effect of agreeing a reduction
in the amount repayable to the Loan Note holders.
I would take the opportunity of thanking our shareholders for their patience in
difficult times, my colleagues who left the Board in December and March for
their tireless efforts and support and our new Directors Adam Reynolds and Paul
Foulger for providing us with the opportunity to plan for the future with some
certainty and with a stable financial background.
Neil McClure
Chairman
Enquiries:
Sandford Plc
Paul Foulger, Finance Director Tel: 0207 245 1100
Beaumont Cornish Limited
Roland Cornish / Michael Cornish Tel: 0207 628 3396
DIRECTORS' RESPONSIBILITIES & REPORT OF THE AUDITORS
For the year ended 31 March 2007
Statement of Directors' responsibilities
Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the group and of the profit or loss of the group for that period.
In preparing those financial statements, the directors are required to select
suitable accounting policies and then apply them consistently; make judgements
and estimates that are reasonable and prudent; state whether applicable
accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and prepare the financial
statements on a going concern basis unless it is inappropriate to assume the
group will continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and the group and to enable them to ensure that the financial statements
comply with the Companies Act 1985. They are also responsible for safeguarding
the assets of the company and the group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
Independent Auditors' Report to the Shareholders of Sandford PLC
We have audited the financial statements of Sandford plc for the year ended 31
March 2007 which comprise the Income Statement, the Balance Sheet, the Cash Flow
Statement, the Statement of Changes in Equity and the related notes. These
financial statements have been prepared under the accounting policies set out
therein.
This report is made solely to the company's members, as a body, in accordance
with Section 235 of the Companies Act 1985. Our audit work has been undertaken
so that we might state to the company's members those matters we are required to
state to them in an auditors' report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the company and the company's members as a body, for our audit work,
for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the statement of directors' responsibilities the company's
directors are responsible for the preparation of financial statements in
accordance with applicable law and International Financial Reporting Standards
("IFRSs") as adopted by the European Union.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and International Standards on
Auditing (UK & Ireland).
We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act
1985. We also report to you whether, in our opinion, the information given in
the Report of the Directors is consistent with the financial statements. In
addition we report to you if, in our opinion, the company has not kept proper
accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding
directors' remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it
is inconsistent with the audited financial statements. The other information
comprises only the Directors' Report. We consider the implications for our
report if we become aware of any apparent misstatements or material
inconsistencies with the financial statements. Our responsibilities do not
extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (
UK & Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgements made by the directors in the preparation of
the financial statements, and of whether the accounting policies are appropriate
to the company's circumstances, consistently applied and adequately disclosed.
We planned our audit so as to obtain all the information and explanations which
we considered necessary in order to provide us with sufficient evidence to give
reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or other irregularity or error.
However, because the subsidiary undertakings' financial statements had not been
audited for the comparative period due to their having been disposed of on 30
June 2006, when reporting on the Group's financial statements for the period
ended 31 March 2006 we were unable to state that the financial statements of the
Group gave a true and fair view of the state of affairs as at 31 March 2006 and
of the loss for the year then ended. We were able to state however, that, in our
opinion the financial statements of the parent company gave a true and fair view
of the state of its affairs as at 31 March 2006 and had been properly prepared
in accordance with the Companies Act 1985.
In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the financial statements.
Qualified opinion arising from limitation in audit scope
Except for the financial effects of such adjustments, if any, as might have been
determined to be necessary had we been able to satisfy ourselves as to the
accuracy of the subsidiary undertakings' financial statements for the
comparative period, in our opinion the financial statements:
* Give a true and fair view, in accordance with IFRSs as adopted by the European
Union, of the state of the company's affairs as at 31 March 2007 and of its
profit for the year then ended; and
* Have been properly prepared in accordance with the Companies Act 1985.
In respect solely of the limitation on our work relating to the subsidiary
undertakings for the comparative period:
* We have not obtained all the information and explanations that we considered
necessary for the purpose of our audit; and
* We were unable to determine whether proper accounting records had been
maintained.
In our opinion the information given in the Directors' Report is consistent with
the financial statements.
Kingston Smith LLP
Chartered Accountants and Registered Auditors
Devonshire House
60 Goswell Road
London EC1M 7AD
26 July 2007
CONSOLIDATED INCOME STATEMENT
for the year ended 31 March 2007
Notes Year to Period to
31.03.07 31.03.06
# #
Group Revenue - 172,949
Operating costs (124,730) (1,079,030)
Operating loss 3 (124,730) (906,081)
Finance revenue - 24,101
Finance costs 4 - (11,176)
Loss on sale of tangible assets - (500)
Settlement of liabilities 5 247,500 -
Profit/(loss) before tax 122,770 (893,656)
Taxation 6 - -
Discontinued activities 7 104,243 (1,232,443)
Profit/(loss) for the year 227,013 (2,126,099)
Earnings/(Loss) per share (basic & diluted) 0.3 p (2.9)p
CONSOLIDATED BALANCE SHEET
as at 31 March 2007
Notes At At
31.03.07 31.03.06
# #
Non-current assets
Intangible assets 8 - 171,438
Tangible assets 9 - 221,145
Current assets
Trade and other receivables 10 12,631 79,047
Cash and cash equivalents 203,871 320,918
216,502 399,965
Current liabilities
Trade and other payables 11 (54,553) (251,069)
Net current assets 161,949 148,896
Total assets less current liabilities 161,949 541,479
Non-current liabilities
Long term payables 12 - (347,953)
Provision for liabilities and charges 13 (50,000) (577,310)
Net assets 111,949 (383,784)
Equity
Issued share capital 14 1,000,000 720,000
Share premium account 1,011,035 1,022,315
Retained losses (1,899,086) (2,126,099)
Shareholders' funds 111,949 (383,784)
COMPANY BALANCE SHEET
as at 31 March 2007
Notes At At
31.03.07 31.03.06
# #
Current assets
Trade and other receivables 10 12,631 162,010
Cash and cash equivalents 203,871 140
216,502 162,150
Current liabilities
Trade and other payables 11 (54,553) (5,934)
Net current assets 161,949 156,216
Total assets less current liabilities 161,949 156,216
Non-current liabilities
Long term payables 12 - (330,000)
Provision for liabilities and charges 13 (50,000) (210,000)
Net assets 111,949 (383,784)
Equity
Issued share capital 14 1,000,000 720,000
Share premium account 1,011,035 1,022,315
Retained losses (1,899,086) (2,126,099)
Shareholders' funds 111,949 (383,784)
CASH FLOW STATEMENT
for the year ended 31 March 2007
Year to Period to
31.03.07 31.03.06
# #
Cash flow from operating activities
Profit/(loss) before taxation (124,730) (906,081)
Adjusted for:
Depreciation of tangible assets - 59,164
Amortisation of intangible assets - 5,000
(Increase)/decrease in trade and other receivables 66,416 (77,797)
(Decrease)/increase in trade payables (224,513) 210,976
Tax refunded/(paid) - (1,250)
Net cash from operating activities (282,827) (709,988)
Cash flows from investing activities
Receipts from disposal of subsidiaries 1 -
Cash expended on discontinued activities of
subsidiaries (20,112) -
Acquisitions - (400,000)
Goodwill written off - (655,133)
Interest received - 24,101
Interest paid - (11,176)
Receipts from sales of tangible assets - 470
Net cash inflow/(outflow) from investing activities (20,111) (1,041,738)
Cash flows from financing activities
Issue of shares (net of issue costs) 268,720 1,742,315
Redemption of loan notes/new loan notes issued (82,500) 330,000
Net cash used in financing activities 186,220 2,072,315
Net increase in cash & cash equivalents (116,718) 320,589
Cash & cash equivalents at 01.04.06 320,589 -
Cash & cash equivalents at 31.03.07 203,871 320,589
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2007
Share Share Profit and Total
Capital premium loss equity
# # account #
#
Balance at the beginning of
the year 720,000 1,022,315 (2,126,099) (383,784)
Profit for the period - - 227,013 227,013
Issue of share capital 280,000 (11,280) - 268,720
At 31.03.07 1,000,000 1,011,035 (1,899,086) 111,949
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2007
1. GENERAL INFORMATION
Sandford plc is a public limited company incorporated in the United Kingdom
under the Companies Act 1985 (Registration Number 5353387). The address of the
registered office is given on page 3.
As disclosed in the Report of the Directors, the principal activities of the
Group were that of advertising, up to the date the trading subsidiaries were
sold, from which time the principal activity became that of an investment
company.
STATEMENT OF COMPLIANCE
These financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and their
interpretations issued or adopted by the International Accounting Standards
Board as adopted for use in the European Union ("IFRS").
These are the Company's first financial statements prepared under IFRSs and
IFRS1 "First Time Adoption of IFRS" has been applied. An explanation of how the
transition from UK Generally Accepted Accounting Principles (UK GAAP) to IFRSs
has affected the reported financial position, financial performance and
cashflows of the Company is provided in Note 16.
ACCOUNTING POLICIES
(a) Basis of preparation of the financial statements
The financial statements have been prepared in accordance with International
Financial Reporting Standards including standards and interpretations issued by
the International Accounting Standards Board, and have been prepared using the
historical cost convention.
The financial statements are prepared in Pounds Sterling rounded to the nearest
pound.
Following the disposal of the trading subsidiaries the directors have been
engaged in successful discussions pursuing alternative sources of finance.
(b) Basis of consolidation
The consolidated income statement and balance sheet include the financial
statements of the company up to 31 March 2007. The results of subsidiaries sold
or acquired are included in the income statement up to, or from, the date
control passes.
(c) Depreciation
Depreciation on fixed assets is provided at rates estimated to write off the
cost, less estimated residual value of each asset over its expected useful life,
as follows:
Plant and machinery 20% reducing balance
Computer equipment 25% reducing balance
Fixtures, fittings & equipment 25% reducing balance
Motor vehicles 25% reducing balance
(d) Cash and cash equivalents
Cash and cash equivalents comprise current bank balances which are readily
convertible to known amounts of cash and which are subject to insignificant risk
of changes in value. This definition is also used for the cash flow statement.
(e) Revenue
Revenue represents the invoiced value of goods and services provided net of
valued added tax.
(f) Deferred tax
Deferred tax is provided, using the liability method, on temporary differences
between the tax bases of assets and liabilities and their carrying amounts in
the financial statements. Deferred income tax assets relating to the
carry-forward of unused tax losses are recognised to the extent that it is
probable that future taxable profit will be available against which the unused
tax losses can be utilised.
(g) Goodwill
Goodwill is determined by comparing the amount paid on the acquisition of a
business and the aggregate fair value of its separable net assets, and is
written off over its estimated economic life.
(h) Patents
Patents are valued at cost less accumulated amortisation. Amortisation is
calculated to write off the cost in equal annual over their estimated useful
life of 20 years.
(i) Leasing commitments
Rentals payable under operating leases are charged against income on a straight
line basis over the lease term.
2. STAFF COSTS
Year to Period to
31.03.07 31.03.06
# #
Wages and Salaries - 232,291
Directors Remuneration 57,061 212,740
Social Security costs 6,515 26,048
63,576 471,079
The average monthly number of employees was as follows:
Year to Period to
31.03.07 31.03.06
No. No.
Administration (including Directors) 5 11
3. OPERATING LOSS
The operating loss is stated after charging:
Year to Period to
31.03.07 31.03.06
# #
Auditors remuneration - audit 7,500 7,500
4. FINANCE COSTS
Year to Period to
31.03.07 31.03.06
# #
Bank interest - 1,362
Loan interest - 9,814
- 11,176
5. SETTLEMENT OF LIABILITIES
Year to Period to
31.03.07 31.03.06
# #
Amounts waived on redemption of loan notes 247,500 -
6. TAXATION
Year to Period to
31.03.07 31.03.06
# #
Analysis of charge in the year:
Current tax - -
The tax assessed for the year differs from the standard rate of
corporation tax in the UK at 30%. The differences are explained below:
Year to Period to
31.03.07 31.03.06
# #
Profit/(Loss) before tax 277,013 (2,126,099)
Profit/Loss before tax multiplied by the standard rate 83,104 (637,830)
of corporation tax in the UK of 30%
Tax losses and disallowable items (83,104) 637,830
- -
The total amount of unused tax losses for which no deferred tax asset is
recognised in the balance sheet is approximately #160,000 (2006 - #495,000).
7. DISCONTINUED ACTIVITIES
Year to Period to
31.03.07 31.03.06
# #
Provision for loss on disposal of subsidiaries 20,112 367,310
Goodwill written off - 655,133
Potential claim for breach of contract - see note 13 (124,355) 210,000
(104,243) 1,232,443
There is no difference between the pre-tax and post-tax credit/charge to the
income statement in relation to discontinued activities.
8. INTANGIBLE FIXED ASSETS - GROUP
Patents Goodwill Total
# # #
Cost
At 4 February 2005 - - -
Additions 176,438 655,133 831,571
At 1 April 2006 176,438 655,133 831,571
Disposals (176,438) (655,133) (831,571)
At 31 March 2007 - - -
Amortisation
At 4 February 2005 - - -
Charge for the period 5,000 - 5,000
Written off against reserves - 655,133 655,133
At 1 April 2006 5,000 655,133 660,133
Disposals (5,000) (655,133) (660,133)
At 31 March 2007 - - -
Net Book Value
At 31 March 2006 171,438 - 171,438
At 31 March 2007 - - -
Goodwill was disposed of in the year on the sale of the subsidiary companies.
9. TANGIBLE ASSETS - GROUP
Plant and Fixtures, Motor Total
machinery fittings vehicles #
# & #
equipment
#
Cost
At 4 February 2005 - - - -
Additions 261,741 5,264 14,274 281,279
Disposals (970) - - (970)
At 1 April 2006 260,771 5,264 14,274 280,309
Disposals (260,771) (5,264) (14,274) (280,309)
At 31 March 2007 - - - -
Depreciation
At 4 February 2005 - - - -
Charge for the period 54,189 1,407 3,568 59,164
At 1 April 2006 54,189 1,407 3,568 59,164
Disposals (54,189) (1,407) (3,568) (59,164)
At 31 March 2007 - - - _-
Net Book Value
At 31 March 2006 206,582 3,857 10,706 221,145
At 31 March 2007 - - - -
10. TRADE AND OTHER RECEIVABLES - GROUP
At At
31.03.07 31.03.06
# #
Trade debtors - 28,437
Corporation tax - 1,250
Other debtors - 23,169
Prepayments and accrued income 12,631 26191
12,631 79,047
TRADE AND OTHER RECEIVABLES - COMPANY
At At
31.03.07 31.03.06
# #
Other debtors - 1,499
Prepayments and accrued income 12,631 -
Amount due from subsidiary - 160,511
12,631 162,010
11. TRADE AND OTHER PAYABLES - GROUP
At At
31.03.07 31.03.06
# #
Bank loans and overdrafts - 40,329
Net obligations under finance lease and hire purchase - 3,087
contracts
Trade creditors 27,053 137,164
Taxes and social security costs - 44,161
Other creditors 20,000 549
Accrued expenses 7,500 25,779
54,553 251,069
TRADE AND OTHER PAYABLES - COMPANY
At At
31.03.07 31.03.06
# #
Trade creditors 27,053 934
Other creditors 20,000 -
Accrued expenses 7,500 5,000
54,553 5,934
12. LONG TERM PAYABLES - GROUP
At At
31.03.07 31.03.06
# #
Amounts falling due after one year:
Bank loan - included in current liabilities - 16,667
Loan notes - wholly repayable within 5 years - 330,000
Net obligations under finance lease and hire purchase - 1,286
agreements
- 347,953
LONG TERM PAYABLES - COMPANY
At At
31.03.07 31.03.06
# #
Amounts falling due after one year:
Loan notes - wholly repayable within 5 years - 330,000
13. PROVISION FOR LIABILITIES & CHARGES - GROUP
At At
31.03.07 31.03.06
# #
Provision for loss on disposal of subsidiaries - 367,310
Provision for claim for breach of contract (see below) 50,000 210,000
50,000 577,310
PROVISION FOR LIABILITIES & CHARGES - COMPANY
At At
31.03.07 31.03.06
# #
Provision for claim for breach of contract (see below) 50,000 210,000
At 31 March 2006, a provision was made to allow for a potential claim for breach
of contract (see note 7) regarding J E Farmer, a former Director of the company.
During the year an amount of #35,645 was paid in relation to this claim and the
Directors consider that it is appropriate to maintain a provision of #50,000
until the claim is finally concluded. The balance of the provision, #124,355,
has been released during the year under review.
14. SHARE CAPITAL
At At
31.03.07 31.03.06
# #
Authorised:
1,352,000,000 Ordinary shares of 0.1p each 1,352,000 1,000,000
(previously 100,000,000 Ordinary shares of 1p each)
72,000,000 Deferred shares of 0.9p each 648,000 -
2,000,000 1,000,000
Allotted, called up and fully paid:
352,000,000 Ordinary shares of 0.1p each 352,000 720,000
(previously 72,000,000 Ordinary shares of 1p each)
72,000,000 Deferred shares of 0.9p each 648,000 -
1,000,000 720,000
During the year the issued share capital of the company was subdivided, each
Ordinary 1p share being subdivided into 1 new Ordinary share of 0.1p each and 1
new Deferred share of 0.9p each, with the authorised share capital being
increased to #2,000,000.
During the year 280,000,000 shares were issued at the value of 0.1p each,
raising #280,000.
15. EARNINGS PER SHARE
The basic earnings per share is calculated by dividing the profit for the
financial year attributable to shareholders by the weighted average number of
shares in issue.
Year Period
ended ended
31.03.07 31.03.06
Number Number
Weighted average number of shares 72,460,300 72,000,000
# #
Profit/(loss) for the year/period 227,013 (2,126,099)
Basic earnings per share 0.3p (2.9)p
Basic earnings per share and diluted earnings per share are the same as there
are no dilutive instruments in existence at the year end date.
16. EXPLANATION OF TRANSITION TO IFRS
This is the first period that the Company has presented its financial statements
under IFRS. The accounting policies set out in Note 1 have been applied in
preparing the financial statements for the year ended 31 March 2007, the
comparative information presented in these financial statements for the period
ended 31 March 2006 and in preparation of an opening IFRS Balance Sheet as at 1
April 2006 (the Company's date of transition to IFRS).
Paragraph 38 of IFRS1 states that there needs to be reconciliations between the
company's equity as is under UK GAAP and as it is under IFRS, as well as a
reconciliation of the profit and loss and any impairment losses. The figures in
the financial statements, specifically the areas mentioned above, remain the
same under IFRS as under UK GAAP.
17. RELATED PARTY TRANSACTIONS
During the year Media Steps Group PLC changed its name to Sandford PLC,
following the sale of the two trading subsidiaries for a total consideration of
#1.
As disclosed in note 7, the company has written off #20,112 (2006: #367,310)
relating to inter-company balances due from its subsidiary companies, Media
Steps (UK) Limited and Media Steps (Sports) Limited.
Both subsidiaries were disposed of for #1 on 30 June 2006.
18. POST BALANCE SHEET EVENTS
On 18 April 2007 the Group placed 141,900,000 Ordinary shares of nominal value
0.1 pence each with a number of investors at a price of 0.75 pence per Ordinary
Share to raise a total of #1,064,250 before expenses.
19. PROFIT ACCOUNTED FOR IN THE PARENT COMPANY
As permitted by section 230 of the Companies Act 1985, the profit and loss
account of the parent Company is not presented as part of the financial
statements. The parent Company's profit for the financial year was #227,013
(2006: loss #2,126,099).
20. ANNUAL REPORT
The financial information in this announcement has been derived from the
Company's statutory accounts for the year ended 31 March 2007, which were
approved by the Directors on 26 July 2007 and on which the auditors have given
an unqualified opinion. The financial information set out in this announcement
does not constitute statutory accounts within the meaning of section 240 of the
Companies Act 1985. Statutory accounts for the year ended 31 March 2007 will be
delivered to the Registrar of Companies in accordance with section 242 of the
Companies Act 1985.
The financial information for the period ended 31 March 2006 is derived from the
Company's statutory accounts, which have been delivered to the Registrar of
Companies and on which the auditors gave a qualified opinion
The Company's Annual Report is available free of charge for one month from the
Company at its registered office at 14 Kinnerton Place South, London SW1X 8EH.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
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