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Penmc PLC (PNC)

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Friday 28 May, 2004

Penmc PLC

Interim Results

Penmc PLC
28 May 2004



Interim Results Statement
for the 6 months ended 29 February 2004



Chairman's statement


The activity in the first half of the current financial year has been
concentrated on the ongoing resolution of disposal issues and the pursuit of
outstanding debtors owing to the Company.

The following significant matters have now been resolved: conclusion of the sale
of the business of Kingsbridge Advisers Limited on 23 October 2003; receipt of
cash consideration of £234,000 following the disposal of Benson McGarvey last
year; sale of the Alexandria property (the gross proceeds, before costs, of
£138,000 were received after the end of the first half).

Turnover in the period relates almost exclusively to the Kingsbridge Advisers
business to the date of disposal. Total administrative expenses incurred in the
period of £108,000 have now been reduced to the bare minimum necessary to
operate a public company.

On 31 March 2004, an announcement was made to the Stock Exchange that
Kingsbridge Advisers Limited had appointed receivers on that date. The Directors
believe that this action was appropriate in allowing the parent to become a
clean shell and to provide comfort to any business reversing into a quoted
shell.

A number of changes to the Board have been made; Paul Manning was appointed a
non-executive director on 30 March 2004 and I would like to thank Paul once
again for his invaluable efforts in resolving the many issues that have faced
the Company. Paul has now ceased to be a Director to enable him to concentrate
on his other business activities. Stuart Mollekin was appointed as Finance
Director on 24 March 2004 and will assume Paul Manning's responsibilities
including those of Company Secretary with effect from today.



This remains a difficult period for the Company. There are still a number of
outstanding issues, particularly concerning the recovery of debtors from
undertakings disposed of, that are proving time consuming to collect. The
executive directors will, however, continue to pursue these debtors, and expect
to have largely resolved most of the outstanding issues before the end of the
financial year.



Eric Cater
Non-Executive Chairman




Consolidated profit and loss account 
for the 6 months ended 29 February 2004 
 

                                                                              
                                        Unaudited      Unaudited       Audited
                                         6 months       6 months        Year  
                                              to             to           to  
                                      29 February    28 February     31 August
                                             2004           2003         2003 
                                             £000           £000         £000 

  TURNOVER                                     41          3,945        5,347 
                                         --------      ---------    --------- 
  OPERATING LOSS                             (67)        (1,722)      (4,419) 
                                                                              
  Exceptional item - loss on                                                  
  disposal of discontinued                      -              -      (3,222) 
  operations                                                                  
  Net interest payable                        (4)           (15)        (156) 
                                          -------       --------    --------- 
  LOSS ON ORDINARY ACTIVITIES                (71)        (1,737)      (7,797) 
  BEFORE TAXATION                                                             
  - after goodwill amortisation                                               
  and exceptional items                      (71)        (1,737)      (7,797) 
  - goodwill amortisation                       -            340            - 
  Exceptional items                                                           
  - goodwill impairment                         -              -        1,700 
  - loss on disposal of                         -              -        3,222 
  discontinued operations               ---------     ----------    --------- 
                                                                              
  LOSS ON ORDINARY ACTIVITIES                                                 
  BEFORE TAXATION, GOODWILL                  (71)        (1,397)      (2,875) 
  AMORTISATION AND EXCEPTIONAL                                                
  ITEMS                                                                       
                                         ========      =========     ======== 
  Tax on loss on ordinary                       -           (51)           33 
  activities                                                                  
                                          -------       --------     -------- 
  LOSS ON ORDINARY ACTIVITIES                (71)        (1,788)      (7,764) 
  AFTER TAXATION                                                              
                                         ========       ========     ======== 
  Loss per share:                                                             
  Basic                                    (0.1p)        (1.82p)      (7.91p) 
  Basic excluding goodwill                                            (2.90p) 
  amortisation and exceptional             (0.1p)        (1.48p)              
  items                                                                       
  Diluted                                  (0.1p)        (1.82p)      (7.91p) 
                                         ========       ========    ========= 

All of the Group's turnover and operating loss in the period relate to
discontinued activities. 
 
There is no difference between the loss on ordinary activities before
taxation and the loss sustained for the 6 months ended 29 February 2004 and
their historical cost equivalents. 
 
The Group has no recognised gains or losses other than those included in the
results above. 
 
 
Consolidated Balance Sheet  
as at 29 February 2004 
 

                                                                              
                                       Unaudited      Unaudited        Audited
                                            as at         as at         as at 
                                      29 February   28 February      31 August
                                            2004           2003          2003 
                                            £000           £000          £000 
  FIXED ASSETS                                                                
  Intangible assets - goodwill                 -         11,903             - 
  Tangible assets                            138          1,107           138 
  Investments                                  -             11             - 
                                      ----------      ---------     --------- 
                                             138         13,021           138 
                                      ----------      ---------     --------- 
  CURRENT ASSETS                                                              
  Debtors                                     69          1,901           360 
  Loan note deposit                          258          3,734           258 
  Cash at bank and in hand                     -              -             - 
                                       ---------       --------     --------- 
                                             327          5,635           618 
  CREDITORS: Amounts falling due                                              
  within one year                          (715)        (9,284)         (935) 
                                       ---------      ---------     --------- 
  NET CURRENT LIABILITIES                  (388)        (3,649)         (317) 
                                       ---------      ---------     --------- 
  TOTAL ASSETS LESS CURRENT                (250)          9,372         (179) 
  LIABILITIES                                                                 
  CREDITORS: Amounts falling due                                              
  after more than one year                     -        (2,200)             - 
  PROVISION FOR LIABILITIES AND                -           (25)             - 
  CHARGES                                                                     
                                      ----------     ----------    ---------- 
  NET (LIABILITIES)/ASSETS                 (250)          7,147         (179) 
                                      ==========     ==========    ========== 
  CAPITAL AND RESERVES                                                        
  Called-up share capital                    981            981           981 
  Share premium account                   20,113         20,113        20,113 
  Shares to be issued                          -          1,350             - 
  Merger reserve                               -         12,244             - 
  Profit and loss account               (21,344)       (27,541)      (21,273) 
                                      ----------     ----------    ---------- 
  (DEFICIENCY IN)/SURPLUS OF                                                  
  EQUITY SHAREHOLDERS' FUNDS               (250)          7,147         (179) 
                                      ==========     ==========    ========== 
 
 
Consolidated cash flow statement 
for the 6 months ended 29 February 2004 
 

                                                                              
                                        Unaudited      Unaudited       Audited
                                         6 months       6 months        Year  
                                              to             to           to  
                                      29 February    28 February     31 August
                                             2004           2003         2003 
                                             £000           £000         £000 
  NET CASH OUTFLOW FROM OPERATING           (280)        (1,246)        (611) 
  ACTIVITIES                                                                  
  Returns on investments and                                                  
  servicing of finance                        (4)           (15)        (156) 
  Taxation repaid/(paid)                      268           (82)        (214) 
  Capital expenditure and                                                     
  financial investment                          -            173            - 
  Acquisitions and disposals                  309              -           62 
                                       ----------     ----------    --------- 
  CASH INFLOW/(OUTFLOW) BEFORE                293        (1,170)        (919) 
  FINANCING                                                                   
  Financing                                     -              -            - 
                                       ----------     ----------    --------- 
  INCREASE/(DECREASE) IN CASH                 293        (1,170)        (919) 
                                       ==========     ==========    ========= 
 
Reconciliation of movements in group equity shareholders' funds
for the 6 months ended 29 February 2004 
 

                                                                              
                                        Unaudited      Unaudited       Audited
                                         6 months       6 months        Year  
                                              to             to           to  
                                      29 February    28 February     31 August
                                             2004           2003         2003 
                                             £000           £000         £000 
  Loss for the period                        (71)        (1,788)      (7,764) 
  Shares cancelled                              -              -      (4,350) 
  Shares to be issued                           -        (3,000)            - 
                                        ---------     ----------    --------- 
  Net reduction in equity                                                     
  shareholders' funds                        (71)        (4,788)     (12,114) 
  Opening (deficiency in)/surplus                                             
  of equity shareholders' funds             (179)         11,935       11,935 
                                        ---------      ---------    --------- 
  Closing (deficiency in)/surplus                                             
  of equity shareholders' funds             (250)          7,147        (179) 
                                        =========     ==========    ========= 
 
 
Notes to financial statements 
 
1.     LOSS PER SHARE 
 
The calculations of earnings per share are based on the following losses or
profits and numbers of shares: 
 

                                                                              
                                        Unaudited      Unaudited       Audited
                                         6 months       6 months        Year  
                                              to             to           to  
                                      29 February    28 February     31 August
                                             2003           2003         2003 
                                             £000           £000         £000 
  Loss on ordinary activities                                                 
  after taxation                             (71)        (1,788)      (7,764) 
  Goodwill amortisation                         -            340            - 
  Exceptional items                                                           
  - goodwill impairment                         -              -        1,700 
  - loss on disposal of                                                       
  discontinued operations                       -              -        3,222 
                                        ---------      ---------    --------- 
  Loss before goodwill                                                        
  amortisation and exceptional               (71)        (1,448)      (2,842) 
  items                                                                       
                                        =========      =========    ========= 
                                                                              
                                           Number         Number       Number 
                                        of shares      of shares    of shares 
                                              000            000          000 
  Weighted average number of                                                  
  shares:                                                                     
  For basic loss per share                 98,147         98,147       98,147 
                                        ---------      ---------    --------- 
  For diluted loss per share               98,147         98,147       98,147 
                                        =========      =========    ========= 
  Basic                                    (0.1p)        (1.82p)      (7.91p) 
  Basic excluding goodwill                                            (2.90p) 
  amortisation and impairment and          (0.1p)        (1.48p)              
  exceptional items                                                           
  Diluted                                  (0.1p)        (1.82p)      (7.91p) 
                                        =========      =========    ========= 
 
The directors have presented an alternative earnings per share figure to give
a better indication of the long term results of the business. FRS14 requires
presentation of diluted EPS when a company could be called upon to issue
shares that would decrease net profit or increase net loss per share. For a
loss making company with outstanding share options, net loss per share would
only be increased by the exercise of out-of-the-money options and warrants.
Since it seems inappropriate to assume that option and warrant holders would
act irrationally, no adjustment has been made to diluted EPS for
out-of-the-money- share options and warrants. 

2.     RECONCILIATION OF OPERATING LOSS TO OPERATING CASH FLOWS

                                                                              
                                        Unaudited      Unaudited       Audited
                                         6 months       6 months        Year  
                                              to             to           to  
                                      29 February    28 February     31 August
                                             2004           2003         2003 
                                             £000           £000         £000 
  Operating loss                             (67)        (1,722)      (4,419) 
  Depreciation charges                          -            172          227 
  Goodwill amortisation and                     -            340        1,700 
  impairment                                                                  
  Loss/(profit) on disposal of                                                
  tangible fixed assets                         -           (54)          128 
  Decrease (increase) in debtors             (18)             32        1,573 
  Decrease in creditors                     (195)           (14)          180 
                                        ---------      ---------    --------- 
  NET CASH OUTFLOW FROM OPERATING           (280)        (1,246)        (611) 
  ACTIVITIES                                                                  
                                         ========       ========    ========= 
3.     ANALYSIS OF CASH FLOWS

                                                                              
                                        Unaudited      Unaudited       Audited
                                         6 months       6 months        Year  
                                              to             to           to  
                                      29 February    28 February     31 August
                                             2004           2003         2003 
                                             £000           £000         £000 
  Returns on investments and                                                  
  servicing of finance                                                        
  Interest received                             5              -           43 
  Interest paid                               (9)           (15)        (199) 
                                        ---------      ---------    --------- 
  NET CASH OUTFLOW                            (4)           (15)        (156) 
                                        =========      =========    ========= 
  Taxation                                                                    
  UK corporation tax repaid/(paid)            268           (82)        (214) 
                                        =========      =========    ========= 
  Capital expenditure and                                                     
  financial investment                                                        
  Purchase of tangible fixed                    -            (6)            - 
  assets                                                                      
  Sale of tangible fixed assets                 -            179            - 
                                        ---------      ---------    --------- 
  NET CASH INFLOW                               -            173            - 
                                        =========       ========     ======== 
  Acquisitions and disposals                                                  
  Net cash receipt on sale of                                                 
  subsidiary undertakings                     309              -           62 
                                        =========      =========    ========= 
 

4.     ANALYSIS AND RECONCILIATION OF NET DEBT

                                                                              
                                At 1                    Other            At 29
                           September   Cash flow       non-cash       February
                               2003                    changes           2004 
                               £000         £000          £000           £000 
  Cash in hand, at                -            -             -              - 
  bank                                                                        
  Overdrafts                  (317)          293             -           (24) 
                           --------     --------      --------      --------- 
                              (317)          293             -           (24) 
                           --------     --------      --------      --------- 
  Investment-Loan               258            -             -              - 
  note deposit                (258)            -             -              - 
  Loan notes due                                                              
  within 1 year                                                               
                                                                              
                           --------     --------      --------      --------- 
  Net debt                    (317)          293             -           (24) 
                           ========     ========      ========       ======== 
                                                                              
                                         Unaudited      Unaudited      Audited
                                          6 months       6 months       Year  
                                               to             to          to  
                                       29 February    28 February    31 August
                                              2004           2003        2003 
                                              £000           £000        £000 
  Increase/(decrease) in cash in               293        (1,170)       (919) 
  the period                                                                  
                                          --------       --------    -------- 
  Change in net debt resulting from                                           
  cash flows                                   293        (1,170)       (919) 
  Finance lease disposed with                                                 
  subsidiary undertaking                         -              -       1,300 
                                          --------       --------    -------- 
  Movement in net debt in period               293        (1,170)         381 
  Net debt at start of period                (317)          (698)       (698) 
                                          --------       --------    -------- 
  Net debt at end of period                   (24)        (1,868)       (317) 
                                          ========      =========    ======== 
 
5.     BASIS OF PREPARATION 
 
The financial information included in this interim statement for the 6 months
ended 29 February 2004 does not constitute statutory accounts within the
meaning of section 240 of the Companies Act 1985 and is neither audited nor
reviewed. The financial information has been prepared on the basis of
accounting policies consistent with those set out in the statutory financial
statements for the year ended 31 August 2003, which have been filed with the
Registrar of Companies and on which the auditors gave an unqualified opinion. 
 
The financial information has been prepared on the going concern basis which
assumes that the Company will continue in operational existence for the
foreseeable future. Following completion of the disposal of the Group's
subsidiaries in the year ended 31 August 2003, the directors have taken steps
to reduce expenditure to an absolute minimum and are satisfied that the
Company has adequate resources to meet existing obligations as they fall due.
As a result, the directors consider it appropriate to prepare the financial
information on a going concern basis. 
 
6. 
 
The Interim Statement was approved by the Board on 28 May 2004. 
 
7. 
 
Copies of this announcement are available to members of the general public
from the company's Registered Office at Barton Hall, Hardy Street, Eccles,
Manchester, M30 7NB. 
 
 
 
 
 
END  






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