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Penmc PLC (PNC)

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Wednesday 16 February, 2005

Penmc PLC

Final Results

Penmc PLC
16 February 2005



16 February 2005



PenMc plc
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 AUGUST 2004



Chairman's Statement



The activity during the year ended 31 August 2004 has been concentrated on the
ongoing resolution of disposal issues and the pursuit of outstanding debtors.



The following significant matters have now been resolved: conclusion of the sale
of the business of Kingsbridge Advisors Limited on 29 October 2003; receipt of
cash consideration of £234,000 following the disposal of Benson McGarvey last
year; sale of the Balloch property for gross proceeds, before costs, of
£138,000.


Total administrative expenses incurred in the year of £164,000 have subsequently
been reduced to the bare minimum necessary to operate a public company. In the
year, ongoing administrative expenses amounted to approximately £40,000 (2003:
approximately £60,000). The remainder of administrative expenses incurred in the
year, totalling £124,000 (2003: £8,829,000), are non-recurring and a significant
proportion were incurred in Kingsbridge Advisors Limited prior to the disposal
of its business. The Directors consider that there will be sufficient funds to
finance the ongoing administrative expenses of the Group.



On 30 March 2004, an announcement was made to the Stock Exchange that
Kingsbridge Advisors 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 were made during the year; 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 ceased to be a Director on 28 May 2004 to enable
him to concentrate on his other business activities. Stuart Mollekin was
appointed as Finance Director on 24 March 2004 and assumed Paul Manning's
responsibilities including those of Company Secretary. My thanks also go to our
Chief Executive, Laurie Turnbull who has worked tirelessly to move the Company
forwards.



This is a transitional period for the Company. There are a small number of
outstanding issues including the recovery of certain amounts of deferred
consideration in respect of undertakings disposed of. The Executive Directors
will continue to pursue these amounts to maximise the financial worth of the
Company and to resolve other administrative matters to enable the Company to be
in a position, as a clean shell, to pursue new ventures that the Executive
Directors are currently investigating.







Eric J Cater
Non-executive Chairman
16 February 2005


Consolidated profit and loss account
for the year ended 31 August 2004

                                                                                                                   
                                                                                 Year ended     Year ended  
                                                                       Notes      31 August      31 August   
                                                                                       2004           2003     
                                                                                      £'000          £'000     
                                                                               Discontinued   Discontinued  
                                                                                               As Restated 
 
    Turnover                                                                         105             5,347         
    Cost of sales                                                                    -               (877)         
    Gross profit                                                                     105             4,470         
    Administrative expenses                                                          (164)           (8,889)       
    Operating loss                                                                   (59)            (4,419)       
    Exceptional item-profit/(loss) on disposal of discontinued operations   2        256            (3,222)       
    Net interest payable                                                             (4)             (156)         
    Profit/(loss) on ordinary activities before taxation                             193             (7,797)       
    -Profit/(loss) after exceptional items                                           193             (7,797)       
    Exceptional items                                                                                              
    -goodwill impairment                                                             -               1,700         
    -(profit)/loss on disposal of discontinued operations                   2        (256)           3,222         
                                                                                                     
    Loss on ordinary activities before exceptional items                              (63)          (2,875) 
    Tax on profit/(loss) on ordinary activities                                         -             33      
    Profit retained/(loss sustained) for the year                                     193           (7,764) 
    Earnings/(loss) per share                                                       Pence per   share   
    Basic                                                                   3        0.20            (7.91)  
    Loss per share excluding exceptional items                              3       (0.06)           (2.90)  
    Diluted                                                                 3       0.20             (7.91)  

There are no recognised gains or losses other than the profit for the year.

Consolidated balance sheet 
as at 31 August 2004 
           

                                                                                                    
                                                                      Notes        2004        2003   
                                                                                  £'000       £'000  
                    Fixed assets                                                                    
                    Tangible assets                                                   -          138
                    Current assets                                                                  
                    Debtors                                                           28         360
                    Investment - Loan note deposit                                   213         258
                    Cash at bank and in hand                                          68           -
                                                                                     309         618
                    Creditors: amounts falling due within one year                 (295)       (935)
                    Net current assets/(liabilities)                                  14       (317)
                    Net assets/(liabilities)                                          14       (179)
                                                                                                    
                    Capital and reserves                                                            
                    Called-up share capital                                          981         981
                    Share premium account                                         20,113      20,113
                    Profit and loss account                                     (21,080)    (21,273)
                    Equity shareholders' funds/(deficit)                4             14       (179)
 
 
Consolidated cash flow statement  
for the year ended 31 August 2004

                                                                                                            
                                                                                     Note     2004     2003 
                                                                                             £'000    £'000 

            Net cash outflow from operating activities                                 5      (265)    (611)
            Returns on investment and servicing of finance                                                  
            Interest paid                                                                      (12)    (199)
            Interest received                                                                     8       43
            Net cash outflow from returns on investments and servicing of finance               (4)    (156)
            Taxation                                                                                        
            UK corporation tax                                                                 (20)    (214)
            Capital expenditure and financial investment                                                    
            Sale of tangible fixed assets                                                       138        -
            Net cash inflow from capital expenditure and financial investment                    138       -
            Acquisitions and disposals                                                                      
            Disposal of subsidiary undertakings                                        2        536       62
            Net cash inflow from disposal of subsidiary undertakings                            536       62
            Increase/(decrease) in cash in the year                                             385    (919)
Notes 

1 Basis of preparation 

This preliminary announcement contains information extracted from the audited
financial statements of the Company and the Group for the year ended 31 August
2004. Those financial statements have been prepared on the basis of the
accounting policies set out in the Group's 2003 statutory accounts.  2

2 Exceptional items  

During the year, a wholly owned subsidiary of the Group, Kingsbridge Advisors
Limited, disposed of its business to City Gate Argyll Limited for a deferred
consideration based on a share of trail commissions. The consideration
recognised is equivalent to the profit realised on sale. On 30 March 2004,
Kingsbridge Advisors Limited entered administrative receivership. Other
exceptional items related to adjustments to consideration in respect of the sale
of subsidiary companies in the previous financial year and are shown in the
table below:

                                                                                                   
                                                               £'000     £'000
Kingsbridge Advisors - share of trail commissions receivable     (38)        -
Profit relating to disposals in prior year                      (218)        -
Loss on disposal of discontinued operations                         -    3,222
                                                                (256)    3,222

The cash inflow in 2004 of £536,000 from disposal of subsidiary undertakings
includes £309,000 which was included in debtors on the balance sheet at 31
August 2003 and £227,000 in respect of the current year finalisation of
consideration receivable on disposals effected in the prior year.
 
3 Earnings/(loss) per share  

                                                                                                                      
The calculations of earnings/(loss) per share based on the following profits/
(losses) and numbers of shares:    
                                                                                              
  Profit/(loss) on ordinary activities after taxation          193    (7,764)
  Exceptional items                                                                                                   
  - goodwill impairment                                          -      1,700
  - (profit)/loss on disposal of discontinued operations      (256)     3,222
  Loss before goodwill impairment and exceptional items        (63)    (2,842)

                                                         Number        Number                                        
  Weighted average number of shares                    98,147,196    98,147,196
  For diluted earnings/(loss) per share                98,147,196    98,147,196
                                                                               
                                                        Pence per    Pence per
                                                          share       share                   
  Basic                                                    0.20         (7.91)
  Loss per share excluding goodwill impairment            (0.06)        (2.90)
  and exceptional items 
  Diluted                                                  0.20         (7.91)


The directors have presented alternative earnings per share figures to give a
better indication of the long-term results of the business. FRS14 requires
presentation of diluted earnings per share when a company could be called upon
to issue shares that would decrease net profit or increase net loss per share.
Since it seems inappropriate to assume that option and warrant holders would act
irrationally, no adjustment has been made to diluted earnings/(loss) per share
for out-of-the-money share options and warrants. Intentions for dilution are so
immaterial that there is no effect on the disclosed earnings/(loss) per share
figures.

4 Reconciliation of movements in group equity shareholders' funds 
 

                                                                                                 
                                                            2004       2003   
                                                           £'000      £'000 
 
 Profit/(loss) for the year                                  193     (7,764)
 Shares cancelled in the year                                  -     (4,350)
 Net increase/(reduction) in equity shareholders' funds      193    (12,114)
 Opening equity shareholders' (deficit)/funds              (179)      11,935
 Closing equity shareholders' funds/(deficit)                 14       (179)


5 Reconciliation of operating loss to operating cash flows 

                                                                                           
                                               2004      2003  
                                              £'000     £'000  
Operating loss                                 (59)    (4,419)
Depreciation charges                              -        227
Loss on sale of tangible fixed assets             -        128
Goodwill amortisation and impairment              -      1,700
Decrease in debtors                              17      1,573
(Decrease)/increase in creditors              (223)        180
Net cash outflow from operating activities    (265)      (611)
 
6 Analysis and reconciliation of net (debt)/funds 
 

                                   At 1 September     Cash      At 31 August 
                                             2003     Flow              2004 
Cash at bank and in hand                        -       68               68
Bank overdraft                               (317)     317                -
                                             (317)     385               68
Investment - loan note deposit                258      (45)             213
Loan notes due within one year               (258)      45             (213)
Net (debt)/funds                             (317)     385               68
 

 
7 Report and Accounts

The Report and Accounts of the Company and the Group for the year ended 31
August 2004 will be sent to shareholders shortly and will be available from the
Company Secretary at the registered office; Barton Hall, Peel Green, Manchester,
M30 7NB.



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