Annual Report and Accounts

Cohen(A.) & Co PLC 28 June 2004 FOR IMMEDIATE RELEASE 28 June 2004 A. Cohen & Co. plc (the 'Company') Preliminary Unaudited Results Statement for the year ended 31 December 2003 CHAIRMAN'S STATEMENT General Review In the year ended 31 December 2003, the Company reported a loss for the financial year of £743,000 (2002: £1,565,000 loss) from turnover of £6.48 million (2002: £8.50 million). Included in this figure, are exceptional costs and provisions for impairment of investments totalling £279,000 (2002: £1.09 million). The Company after a 205 year history in metals and related activities has, after a number of very difficult years, ceased operations in all these activities. The Company has during the year and subsequent to year end realized almost all the assets involved and settled all associated liabilities. The Group now has cash on hand and no debt and holds several interesting investments which I will comment on in detail below. Continuing Activities The company is now listed on the Alternative Investment Market (AIM) with Beaumont Cornish as its advisers and Nominated Advisor (Nomad). This change is expected to make future transactions easier to undertake and is appropriate for the size of the Company. The largest investment of the Company is a 24.5% interest in ROO Media Europe Ltd (RME) which the Company holds at its cost of GBP180,000. The balance of the equity in RME is held by the ROO Group Inc (ROOG) which is listed on the Nasdaq stock market with a market capitalization of in excess of US$30 million. RME has a strategic exclusive 8 year licence for Europe for ROOG products and is managed by ROOG. The directors are confident that this investment will appreciate as the European rights represent a significant portion of the world market involved in broadband and media. The directors, however, have not re-valued the investment as its operations have not progressed as quickly as envisaged and the directors after declining an offer to exchange the interest for restricted ROOG shares have requested ROOG to accelerate the activity of RME. ROOG and its directors are shareholders in the Company. A further investment of the Company is the 33.33% interest in Money Products International Ltd which is a Company associated with Scott Tod plc and develops, manufactures and sells smart cards and other technology associated with the credit card and cash businesses. The investment at cost is GBP40,000 and the Company is under the management control of the Scott Tod plc directors and employees some of whom are also substantial shareholders in the Company. The Company is not represented on the Board of Money Products International Ltd. The only other material investment which the Company continues to hold is a 37.4% interest in Speedmark Industries Pty Ltd. This company was part of the former Cohen metals and recycling businesses. The Company is not represented on the Board of Speedmark which is held by the Company at a valuation of GBP 50,000. Speedmark is in the process of realizing its investments by the sale of subsidiaries which are expected to realize a considerable premium to this value. Consequently the directors have chosen to revalue this previously written down investment at GBP 50,000. The Company has written down its investment in Metal Sales Zimbabwe to a negligible figure. The Company has not derived any income or revenue from any of the above investments during 2003 or to date during 2004. Current Trading and Prospects The Company for the first time in recent years has no debt and no material creditors. It is reviewing several investment opportunities and will consider additional investments and activities to add to the existing portfolio. It is continuing to review the performance of the existing investments and I hope to be in a position to report further to shareholders when we send out the notice of AGM to be held in approximately 60 days. Conclusion I would like to thank my co-directors for their continued efforts during another difficult year. We look forward to a much brighter future for the Company and its shareholders. R.B. Ritchie Executive Chairman 28th June 2004 CONSOLIDATED PROFIT AND LOSS ACCOUNT Year ended 31 December 2003 2003 2003 2003 2002 ------------- -------- -------- -------- ------- Continuing Discontinued Total Total ------------- Activities Activities -------- ------- -------- -------- £'000 £'000 £'000 £'000 ------------- -------- -------- -------- ------- Turnover - 6,484 6,484 8,502 Cost of sales - (6,099) (6,099) (7,725) ------------- -------- -------- -------- ------- Gross profit - 385 385 777 ------------- -------- -------- -------- ------- Distribution costs - (82) (82) (171) Administrative expenses (416) (357) (773) (1,084) Other operating income - - - 67 ------------- -------- -------- -------- ------- Operating loss before exceptional costs (416) (54) (470) (411) ------------- -------- -------- -------- ------- Exceptional administrative expenses - (215) (215) (859) ------------- -------- -------- -------- ------- Operating loss after exceptional costs (416) (269) (685) (1,270) ------------- -------- -------- -------- ------- Profit on sale of fixed assets - 87 87 1 Profit on sale of business - 31 31 - Loss on termination of an operation - (110) (110) - Provision for impairment of investments 46 - 46 (235) ------------- -------- -------- -------- ------- Loss on ordinary activities before interest (370) (261) (631) (1,504) ------------- -------- -------- -------- ------- Interest receivable 10 3 Interest payable (122) (64) ------------- -------- -------- -------- ------- Loss on ordinary activities before tax (743) (1,565) ------------- -------- -------- -------- ------- Tax on loss on ordinary - - activities -------- -------- -------- ------- ------------- Loss on ordinary activities after taxation (743) (1,565) ------------- -------- -------- -------- ------- Loss for the financial year attributable to shareholders (743) (1,565) ------------- -------- -------- -------- ------- Losses per share (pence) both basic and diluted (4.9) (11.4) ------------- -------- -------- -------- ------- STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES Year ended 31 December 2003 2003 2002 ---------------------------------- ------- ------- £'000 £'000 ---------------------------------- ------- ------- Loss for the financial year (743) (1,565) Revaluation of fixed asset investment (479) 779 ---------------------------------- ------- ------- Total recognized gains and losses relating to the year (1,222) (786) ---------------------------------- ------- ------- CONSOLIDATED BALANCE SHEET 31 December 2003 2003 2002 ---------------------------------- -------- -------- £'000 £'000 ---------------------------------- -------- -------- Fixed assets Intangible assets - 184 Tangible assets 3 7 Investments 276 1,039 ---------------------------------- -------- -------- 279 1,230 Current assets Tangible assets held for resale 7 857 Stocks - 256 Debtors 771 1,688 Cash at bank and in hand 74 78 ---------------------------------- -------- -------- 852 2,879 Creditors: amounts falling due within one year (669) (2,105) ---------------------------------- -------- -------- Net current assets 183 774 ---------------------------------- -------- -------- Total assets less current liabilities 462 2,004 Creditors: amounts falling due after more than one year - (319) ---------------------------------- -------- -------- 462 1,685 Equity minority interests - (1) ---------------------------------- -------- -------- 462 1,684 ---------------------------------- -------- -------- Capital and reserves Called up share capital 3,032 3,032 Capital redemption reserve 49 49 Share premium account 2 2 Revaluation reserve - 1,531 Other reserves 386 386 Profit and loss account (3,007) (3,316) ---------------------------------- -------- -------- Equity shareholders' funds 462 1,684 ---------------------------------- -------- -------- CONSOLIDATED CASH FLOW STATEMENT Year ended 31 December 2003 Note 2003 2003 2002 2002 ----------------------- ------ ------- ------- ------- ------- Total Total ----------------------- ------ ------- ------- ------- ------- £'000 £'000 £'000 £'000 ----------------------- ------ ------- ------- ------- ------- Net cash outflow from operating 2 (371) (793) activities Returns on investments and servicing of finance Interest received 10 3 Interest paid (122) (49) Interest element of finance lease rental payments - (3) ----------------------- ------ ------- ------- ------- ------- Net cash outflow from returns on investments and servicing of finance (112) (49) Capital expenditure and financial investment Payments to acquire fixed asset investments (12) - Receipts from sale of fixed asset investments 525 - Receipts from sale of business 31 - Payments to acquire tangible fixed assets - (11) Receipts from sale of tangible fixed 796 1 assets ------ ------- ------- ------- ------- ----------------------- Net cash inflow/(outflow) from capital expenditure and financial investment 1,340 (10) ----------------------- ------ ------- ------- ------- ------- Acquisitions and disposals Payments on termination of an operation (110) - ----------------------- ------ ------- ------- ------- ------- Net cash outflow from capital expenditure and financial investment (110) - ----------------------- ------ ------- ------- ------- ------- Net cash inflow/(outflow) before 747 (852) financing Financing Increase in borrowings - 300 Repayment of borrowings (312) (212) Capital element of finance lease rental payments (6) (48) ----------------------- ------ ------- ------- ------- ------- Net cash (outflow)/inflow from financing (318) 40 ----------------------- ------ ------- ------- ------- ------- Increase/(decrease) in cash 429 (812) ----------------------- ------ ------- ------- ------- ------- NOTES Year ended 31 December 2003 1. Basis of Preparation The above results for the year ended 31 December 2003 are an abridged version of the Group's statutory financial statements which have not been filed at the Registrar of Companies and which have not yet been reported on by the auditors. The consolidated profit and loss account, consolidated balance sheet and consolidated cashflow statement do not constitute statutory financial statements within the meaning of Section 240 of the Companies Act 1985 (as amended). These statements have been prepared on the basis of the accounting policies as stated in the previous year's financial statements save that Fixed Asset Investments are now revalued. The results for the year ended 31 December 2002 have been extracted from the financial statements of the Group on which an unqualified report from the auditors has been issued and which have been filed with the Registrar of Companies. The Annual Report and Accounts will be sent to shareholders on 30th June 2004. 2. Reconciliation of operating profit to net cash outflow from operating activities 2003 2002 £'000 £'000 Operating loss before exceptional costs (470) (411) Exceptional Costs (215) (859) Impairment of fixed assets 115 265 Depreciation 30 69 Net movement in working capital Stocks 256 167 Debtors 918 284 Creditors (1,005) (308) ------------------------------- ------------------------------- Net cash outflow from operating activities (371) (793) =============== =============== 3. Cash flow statement: Analysis of net debt At Cash At 1 January flow 31 December 2003 2003 £'000 £'000 £'000 Cash in hand 78 (5) 73 and at bank Overdrafts and (851) 434 (417) bank advances ------------------------------- ------------------------------- ------------------------------- (773) 429 (344) Debt due within one year (312) 312 - Finance (6) 6 - leases ------------------------------- ------------------------------- ------------------------------- Net debt (1,091) 747 (344) =============== =============== =============== 4. Cash flow statement: Reconciliation of net cash flow to movement in net debt 2003 2003 2002 2002 £'000 £'000 £'000 £'000 Increase/ (decr ease) in 429 (812) cash in the year Cash inflow from increase in debt 318 (52) and lease financing ------------------- ------------- - - Change in net debt resulting from cash flows 747 (864) ---------- ------- - - Movement in net debt in year 747 (864) Net debt at start of year (1,091) (227) ----------------- --------- - - Net debt at end of (344) (1,091) =============== ============= Copies of this notice will be available from the offices of Beaumont Cornish Ltd, Georgian House, 63 Coleman Street, London. EC2R 5BB For a period of 30 days from the date hereof. Audited accounts for the year ending 31 December 2003 will be posted to shareholders on or before 30th June 2004 and copies will be available from the above address for a period of 30 days. This information is provided by RNS The company news service from the London Stock Exchange

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