Final Results

Cohen(A.) & Co PLC 30 June 2006 30 June 2006 A.Cohen & Co. PLC (the 'Company') Preliminary Results for the year ended 31 December 2005 Chairman's Statement The Company has, effectively no trading activities save for the completion of a number of transactions that took place whilst it was a trading company. The costs of running the Company were kept to a minimum with none of the directors taking a salary. The operating loss before tax was Â£85,000. After an impairment charge of Â£42,000 on our remaining investments and a small interest charge there was a reduced loss before tax of Â£127,000 compared to a loss before tax of Â£431,000 in 2004. On 8 February 2006, the Company announced that it had negotiated the sale of its 24.5 per cent. investment in ROO Media Europe Ltd., a supplier of internet and broadband media, to ROO Group Inc. for a cash consideration of Â£50,000, before expenses. The Company did not derive any income or revenue from ROO Media Europe Ltd and had written down this investment in its books to nil. The proceeds of this disposal were used for working capital purposes. We realise that this has been a frustrating period for our shareholders and the directors are continuing to seek suitable investment opportunities which can be put before shareholders for their consideration. G.B. Ashley Executive Chairman CONSOLIDATED PROFIT AND LOSS ACCOUNT YEAR ENDED 31 DECEMBER 2005 2005 2004 Notes Â£'000 Â£'000 TURNOVER 3 - - COST OF SALES - - -------- --------- GROSS PROFIT - - DISTRIBUTION COSTS - - ADMINISTRATIVE EXPENSES (85) (201) OTHER OPERATING INCOME - 30 -------- --------- OPERATING PROFIT/(LOSS) BEFORE EXCEPTIONAL COSTS 4 (85) (171) EXCEPTIONAL ADMINISTRATIVE EXPENSES 6 - (82) -------- --------- OPERATING LOSS AFTER EXCEPTIONAL COSTS (85) (253) PROVISION FOR IMPAIRMENT OF INVESTMENTS (42) (186) -------- --------- LOSS ON ORDINARY ACTIVITIES BEFORE INTEREST (127) (439) INTEREST RECEIVABLE 1 8 INTEREST PAYABLE 7 - - -------- --------- LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION 3 (126) (431) TAX ON LOSS ON ORDINARY ACTIVITIES 8 - - -------- --------- LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (126) (431) -------- --------- LOSS FOR THE FINANCIAL YEAR ATTRIBUTABLE TO 17 (126) (431) SHAREHOLDERS ======== ========= LOSS PER SHARE (PENCE) BOTH BASIC AND DILUTED 9 (0.80) (2.80) ======== ========= All of the results for 2005 relate to continuing activities. CONSOLIDATED BALANCE SHEET YEAR ENDED 31 DECEMBER 2005 2005 2004 Notes Â£'000 Â£'000 FIXED ASSETS Tangible assets 10 - - Investments 11 50 92 -------- --------- 50 92 CURRENT ASSETS Tangible assets held for resale 12 - - Debtors 13 5 11 Cash at bank and in hand 10 65 -------- --------- 15 76 CREDITORS : Amounts falling due within one year 14 (78) (55) -------- --------- NET CURRENT ASSETS/(LIABILITIES) (63) 21 TOTAL ASSETS LESS CURRENT LIABILITIES (13) 113 PROVISIONS 15 (82) (82) -------- --------- -------- --------- NET (LIABILITIES)/ASSETS (95) 31 ======== ========= CAPITAL AND RESERVES Called up share capital 16 3,032 3,032 Capital redemption reserve 17 49 49 Share premium account 17 2 2 Other reserves 17 386 386 Profit and loss account 17 (3,564) (3,438) ======== ========= EQUITY SHAREHOLDERS' (DEFICIT)/FUNDS (95) 31 ======== ========= Approved by the Board on 27 June 2006 Signed on behalf of the Board of Directors G.B. Ashley Director CONSOLIDATED CASH FLOW STATEMENT YEAR ENDED 31 DECEMBER 2005 2005 2004 Notes Â£'000 Â£'000 Â£'000 Â£'000 NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES 19 (56) 401 RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest received 1 8 Interest paid - - ------- ------- NET CASH INFLOW/(OUTFLOW) FROM RETURNS ON INVESTMENTS AND SERVICING OF FINANCE 1 8 CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT Payments to acquire fixed asset - - investments Receipts from sale of fixed asset - - investments Receipts from sale of business - - Receipts from sale of tangible - - fixed assets ------- ------- NET CASH INFLOW FROM CAPITAL - - EXPENDITURE AND FINANCIAL INVESTMENT ACQUISITIONS AND DISPOSALS Payments on termination of an - - operation ------- ------- NET CASH OUTFLOW FROM ACQUISITIONS - - AND DISPOSALS ------- ------- NET CASH INFLOW/(OUTFLOW) BEFORE FINANCING (55) 409 FINANCING Repayment of borrowings - - Capital element of finance lease - - rental payments ------- ------- ------- ------- NET CASH INFLOW/(OUTFLOW) - - FROM FINANCING ------- ------- INCREASE/(DECREASE) IN CASH 21 (55) 409 ======= ======= NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2005 1. ACCOUNTING POLICIES The financial statements are prepared in accordance with applicable accounting standards. The particular accounting policies adopted are described below. 1.1 Accounting Convention The financial statements are prepared under the historical cost convention as modified by the revaluation of certain investments. 1.2 Basis of Preparation of the Financial Statements The financial statements are prepared on the basis that the Group is a going concern. It should be noted, however, that all trading operations of the subsidiary companies have ceased and that the parent company is now looking to existing and other investments. The directors are confident that investors will continue to support the Group and that as a result the going concern basis of preparation has been adopted in the preparation of these financial statements. 1.3 Basis of Consolidation The Group financial statements consolidate the financial statements of the company and all subsidiary undertakings for the financial year ended 31st December, 2005. 1.4 Financial Instruments As at the end of the financial year the Group did not have any derivative contracts. 1.5 Foreign Currencies Company and UK subsidiary undertakings: Assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date unless covered by forward exchange contracts when the contracted rates are used. Transactions during the year in foreign currencies are recorded at the rates ruling at the date of the transactions. Overseas subsidiaries: The financial statements of overseas subsidiaries are translated into sterling at the rates of exchange ruling at the balance sheet date and their results are translated at the average rates for the year. The differences arising from the translation of the opening net investments in subsidiaries and associates are taken direct to reserves. 1.6 Acquisitions and Disposals On the acquisition of a business, including an interest in an associated undertaking, fair values are attributed to the Group's share of net tangible assets. Where the cost of acquisition exceeds the values attributable to such net assets, the difference is treated as purchased goodwill. The profit or loss on disposal or closure of a previously acquired business includes the attributable amount of any purchased goodwill relating to that business not previously charged through the profit and loss account. The results and cash flows relating to a business are included in the consolidated profit and loss account and the consolidated cash flow statement from the date of acquisition or up to the date of disposal. 1.7 Tangible Fixed Assets Depreciation is provided on cost or on revalued amounts over the estimated useful lives of the assets. The rates of depreciation are as follows:- Plant and - 15% per annum on written down value machinery Fixtures, - 15% per annum on written down value fittings, tools and equipment 1.8 Turnover Turnover represents the amounts derived from the sale of goods which fall within the Group's ordinary activities after deduction of trade discounts and VAT. 1.9 Fixed Asset Investments Fixed asset investments are stated at cost or valuation, less provision for impairment. Investments are revalued where the directors believe this is necessary in order to show a true and fair view in the accounts. Investments in which the Group has shareholdings of between 20% and 50% are only equity accounted where the Group has significant influence over the operations. 1.10 Tangible Asses Held for Resale These assets represent the cost of valuation, less provision for impairment, of assets the directors have resolved to dispose of within one year subject to shareholder agreement. 1.11 Deferred Taxation Deferred taxation is provided on all timing differences, without discounting, calculated at the rate at which it is estimated that tax will be payable, except where otherwise required by accounting standards. 1.12 Leases Operating lease rentals are charged to the profit and loss account in equal amounts over the lease term. 1.13 Pension Costs UK pension scheme: The Company made payment into a defined contribution scheme, and these amounts were charged to the profit and loss account during the year in which they were incurred. 2. POST BALANCE SHEET EVENTS The directors are not aware of any post balance sheet events that would materially affect the affairs of the Company. 3. ANALYSIS OF GROUP TURNOVER, LOSS BEFORE TAXATION AND NET ASSETS The principal activity of the Group was investment. The loss before taxation and net assets are attributable to the UK. 4. OPERATING LOSS 2005 2004 Â£'000 Â£'000 Operating loss is stated after charging: Depreciation - owned assets - 10 Rentals under operating leases: - - Hire of plant and machinery 30 104 Land and buildings ========= ========== Auditors' remuneration 10 10 Audit fees - company - 7 Other - taxation and other advice ========= ========== 5. INFORMATION REGARDING DIRECTORS AND EMPLOYEES Directors' emoluments Total emoluments excluding pensions Basic Salary Fees Benefits 2005 2004 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 R. Ritchie (resigned - - - - 32 20.10.04) J. Ferguson - - - - 12 R. Sincock - - - - 12 ---------- --------- ---------- ---------- ---------- - - - - 56 ========== ========= ========== ========== ========== Directors' expenses were paid on a reimbursement basis and there were no other services performed by the directors for the year. There were no directors for whom the Company made pension contributions during the year. 2005 2004 Average number of persons employed Number Number Office and management - - Manufacturing - - --------- ---------- - - ========= ========== Â£'000 Â£'000 Staff cost during the year (including directors) Wages and salaries - 199 Social security costs - 25 Pension costs (see note 22) - 10 --------- ---------- - 234 ========= ========== 6. EXCEPTIONAL ITEMS 2005 2004 Â£'000 Â£'000 Aborted acquisition expenditure - - Impairment of assets of A. Cohen (Great Britain) Ltd - - Meeting costs re: Extraordinary General Meeting 30.6.04 - - Onerous lease rental - 82 --------- ---------- - 82 ========= ========== The provision represents unavoidable payments, less the estimate of rental income receivable, under leases on surplus premises. 7. INTEREST PAYABLE 2005 2004 Â£'000 Â£'000 ========= ========== Bank loans, overdrafts and other loans repayable - - within five years ========= ========== 8. TAX ON LOSS ON ORDINARY ACTIVITIES 2005 2004 Â£'000 Â£'000 United Kingdom corporation tax at nil% (2004 : nil%) - - ========= ========== There is no tax charge in the year as the Group has brought forward losses available and has made losses in the year. The Group has a deferred tax asset which has not been recognised in the accounts. This asset would be recoverable in the event that the group made sufficient, applicable taxable profits in the future. 9. LOSSES PER SHARE The calculation losses per share is based on losses attributable to shareholders of 384,000 (2004 : Â£431,000) and on the weighted average number of shares of 15,160,482 (2004 : 15,160,482) in issue during the year. There were no diluting instruments at the end of the year. There is therefore no difference between diluted and non-diluted losses per share. 10. TANGIBLE FIXED ASSETS Fixtures and Fittings Total Group and Company Â£'000 Â£'000 Cost or valuation At 1st January, 2005 17 17 Additions - - --------- ---------- At 31st December, 2005 17 17 --------- ---------- Accumulated depreciation At 1st January, 2005 17 17 Charge for the year - - --------- ---------- At 31st December, 2005 17 17 --------- ---------- Net Book Value At 31st December, 2005 - - ========= ========== At 31st December 2004 - - ========= ========== 11. INVESTMENTS HELD AS FIXED ASSETS Trade Investments Â£'000 The Group At 1st January, 2005 50 Provision for diminution - ------------- At 31st December, 2005 50 ============= Shares in Trade Total Subsidiary Investments Undertakings Company Â£'000 Â£'000 Â£'000 Cost At 1st January, 2005 and 31st December, 1,929 386 2,315 2005 ------------- --------- ---------- Provisions At 1st January, 2005 1,929 294 2,223 Impairment - 42 - ------------- --------- ---------- At 31st December, 2005 1,929 336 2,223 Net Book Value At 31st December, 2005 - 50 92 ============= ========= ========== At 31st December, 2004 - 92 92 ============= ========= ========== Details of the company's investments are given in note 27. 12. TANGIBLE ASSETS HELD FOR RESALE 2005 2004 Â£'000 Â£'000 Transferred from tangible fixed assets - - ========= ========== 13. DEBTORS Group Company 2005 2004 2005 2004 Â£'000 Â£'000 Â£'000 Â£'000 Trade debtors - - - - Amounts owned by group - - - 13 undertakings Other debtors - - - - Prepayments and accrued income 5 11 12 11 -------- -------- -------- -------- 5 11 12 24 ======== ======== ======== ======== 14. CREDITORS : Amounts falling due within one year Group Company 2005 2004 2005 2004 Â£'000 Â£'000 Â£'000 Â£'000 Trade creditors (45) (31) (46) (31) Amounts owned by group - - (4) - undertakings Other creditors and accruals (33) (24) (32) (24) -------- -------- -------- -------- (78) (55) (82) (55) ======== ======== ======== ======== 15. PROVISIONS Group and Company Other Â£'000 At 31st December, 2004 82 Charged to the profit and loss account during the year - ---------- At 31st December, 2005 82 ========== Other provisions relate to surplus premises costs relating to an onerous lease. 16. CALLED UP SHARE CAPITAL 2005 2004 Number Â£'000 Number Â£'000 '000 '000 Authorised Ordinary shares of 20p each - - - - Ordinary shares of 1p each 111,951 1,120 111,951 1,120 Deferred shares of 19p each 15,160 2,880 15,160 2,880 -------- -------- -------- -------- 127,111 4,000 127,111 4,000 ======== ======== ======== ======== Allotted, called up and fully paid Ordinary shares of 20p each - - - - Ordinary shares of 1p each 15,160 152 15,160 152 Deferred shares of 19p each 15,160 2,880 15,160 2,880 -------- -------- -------- -------- 30,320 3,032 30,320 3,032 ======== ======== ======== ======== During the year, each of the 15,160,482 issued Ordinary Shares of 20p each were converted and subdivided into one Ordinary Share of 1p and one Deferred Share of 19p. The 4,839,518 unissued Ordinary Shares of 20p each were converted and subdivided into 20 Ordinary Shares of 1p each. 17. RESERVES Capital Share Other Profit Redemption Premium Reserves and Loss Reserve Account Account Group Â£'000 Â£'000 Â£'000 Â£'000 At 1st January, 2005 49 2 386 (3,438) Loss for the year - - - (126) --------- -------- -------- -------- At 31st December, 2005 49 2 386 (3,564) ========= ======== ======== ======== Company At 1st January, 2005 49 2 252 (3,308) Loss for the year - - - (126) --------- -------- -------- -------- At 31st December, 2005 49 2 252 (3,434) ========= ======== ======== ======== As permitted by Section 230 of the Companies Act 1985, the profit and loss account of the parent undertaking. A. Cohen & Co. plc, has not been presented in these accounts. The loss after tax of the parent undertaking for the financial year amounted to Â£81,352 (2004 : loss of Â£449,835). 18. FINANCIAL COMMITMENTS At 31st December, 2005 the Group had no capital commitments (2004 : Â£nil). The Group has an annual commitment of Â£22,080 per year under an operating lease for land and buildings, which expires after more than five years. 19. RECONCILIATION OF OPERATING LOSS TO NET CASH FLOW FROM OPERATING ACTIVITIES 2005 2004 Â£'000 Â£'000 Operating loss before exceptional costs (127) (171) Exceptional costs - (82) Impairment of fixed assets 42 - Depreciation - 10 Net movement in working capital Stocks - - Debtors 6 759 Creditors 23 (197) Provisions - 82 ----------- ---------- Net cash inflow/(outflow) from operating activities (56) 401 =========== ========== 20. CASH FLOW STATEMENT : Analysis of net debt At 1 Jan. Cash At 31 Dec. 2005 Flow 2005 Â£'000 Â£'000 Â£'000 Cash in hand and at bank 65 (55) 10 Overdrafts and bank loans - - - ---------- ----------- ----------- 65 (55) 10 ========== =========== =========== 21. CASH FLOW STATEMENT : Reconciliation of net cash flow to movement in the net debt 2005 2004 Â£'000 Â£'000 Â£'000 Â£'000 Increase/(decrease) in cash in (55) 409,000 the year Cash outflow from decrease in - - debt and lease financing --------- -------- Change in net debt resulting from cash (55) 409 flows -------- -------- Movement in net debt in the year (55) 409 Net debt at start of year 65 (344) -------- -------- Net funds at end of year 10 65 ======== ======== 22. PENSIONS The Group makes contributions to various pension schemes as shown below. The funds of these schemes are administered by trustees and held separately from the group's assets. 2005 2004 Â£'000 Â£'000 Contribution - - UK - defined contribution scheme - - ----------- ---------- - - =========== ========== 23. FINANCIAL INSTRUMENTS The Group's policies as regards derivatives and financial instruments are set out below. Currency risk The Group has investments in foreign currencies and transactional currency exposures arising from sales or purchases by operating businesses in currencies other than the business' functional currency. Interest rate risk The Group has borrowings as disclosed in Note 24. 24. INTEREST RATE RISKS Interest rate and currency of financial liabilities The Group had invoice discounting facilities of which Â£nil (2004: Â£nil) was drawn down at year end. These balances are included in other creditors (see note 14). These were repaid in full during the year. 25. HEDGING Foreign currency hedging The Group does not hedge its foreign exposure. The Group's exposure to foreign exchange is set out in note 26 below. Fixed asset investment The value of the investment in Speedmark Industries (Proprietary) Limited and Metal Sales (PVT) Ltd are not hedged. 26. CURRENCY PROFILE The main functional currency of the Group is sterling. The following analysis of net monetary assets and liabilities shows the Group's currency exposures. Such exposures comprise the monetary assets and monetary liabilities of the Group that are not denominated in the operating (or 'functional') currency of the operating unit involved. 2005 2004 Australian US$ European Australian US$ European $ Currencies $ Currencies Operating Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 currency Sterling - - - 22 289 88 ======== ====== ========= ======== ======= ======== 27. PRINCIPAL SUBSIDIARY AND ASSOCIATED UNDERTAKINGS Subsidiary undertakings Country of Incorporation Great Britain Class of Share Interest in Held Equity A. Cohen & Co. (Great Britain) Ltd. Non-trading Ordinary 100% A. Cohen Metals Merchanting Non-trading Ordinary 100% Ltd. A. Cohen (Aust) Pty Ltd Non-trading Ordinary 100% A. Cohen & Co. Securities Ltd Non-trading Ordinary 100% Comexim International Ltd Non-trading Ordinary 100% All the companies are incorporated in Great Britain and registered in England and Wales except for A. Cohen (Aust) Pty Ltd. which is registered in Victoria Australia. Trade Investments Country of Operation Class of Interest Incorporation Share in Held Equity Great Britain ROO Media Europe Media products and services of content Ordinary 24.5% Limited syndication and supply of streaming video, reproduction of video content and advertising. Money Products International Manufacture, sale and rental of change machines Ordinary 33.3% Ltd and coin operated equipment. South Africa Speedmark Industries (Proprietary) Ltd Non-trading Ordinary 37.4% Zimbabwe Metal Sales (PVT) Ltd. Production of copper alloy and aluminium alloy Ordinary 46.9% ingots, copper wire bars and lead anodes, zinc distillation and distribution of brass and copper semis. Despite the equity interest in the above noted investments the directors have decided not to equity accounts due to a lack of significant influence over the investments. 28. RELATED PARTY TRANSACTIONS J.S. Ferguson is a director of A. Cohen & Co. (Great Britain) Ltd and a director and shareholder of Motehill Metals Limited. Motehill Metals Limited has a service contract with A. Cohen & Co plc to provide the services of J.S. Ferguson to the company. 29. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 2005 2004 Â£'000 Â£'000 Loss attributable to members of the company (84) (431) Revaluation of investment - - ----------- ---------- Total recognised gains and losses relating to the year (84) (431) =========== ========== 30. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' (DEFICIT)/FUNDS 2005 2004 Â£'000 Â£'000 Loss attributable to members of the company (84) (431) Revaluation of investment - - Net increase/(reduction) in shareholders' funds (84) (431) Opening shareholders' funds 31 462 ----------- ---------- Closing shareholders' (deficit)/funds (53) (31) =========== ========== 31. NOTE OF HISTORICAL COST PROFITS AND LOSSES 2005 2004 Â£'000 Â£'000 Loss on ordinary activities before taxation (84) (431) Realisation of revaluation - - Difference between the historical cost depreciation - - charge and the actual depreciation charge for the year ----------- ---------- calculated on the revalued amount Historical cost profit/(loss) on ordinary activities before (84) (431) taxation =========== ========== Historical cost profit/(loss) for the year after (84) (431) taxation, Minority interests and dividends =========== ========== This information is provided by RNS The company news service from the London Stock Exchange

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