Final Results
29 June 2004 - 2:42AM
UK Regulatory
For immediate release
28 June, 2004
AZURE HOLDINGS PLC
PRELIMINARY ANNOUNCEMENT OF RESULTS
YEAR ENDED 31 DECEMBER 2003
Chairman's Statement
I am pleased to present my report on the Group's activities and financial
results for the year ended 31 December 2003.
Since the appointment of Raymond Harris and myself to the board on 22 October
2003, the company has been embroiled in events not of its making, namely the
prolonged suspension of its dealing facility on AIM caused by short selling. On
the other hand, the company has raised an aggregate of �214,893 in the private
placing and open offer which took place in December 2003 and February 2004 and
has paid all its creditors bar one. The company is now actively seeking an
acquisition.
Nicolas Greenstone
Chairman
Consolidated profit and loss account
for the year ended 31 December 2003
Year ended Year ended
Notes 31 31
December December
2003 2002
�'000 �'000
Turnover - 17
Administrative expenses (86) (1,108)
Profit on sale of investments 10 -
Operating loss (76) (1,091)
Interest receivable and similar income - 2
Amounts written off investments - (1,748)
Loss on disposal of subsidiary (16) -
undertakings
Loss on ordinary activities before (92) (2,837)
taxation
Taxation 7 - -
Loss on ordinary activities after taxation (92) (2,837)
Minority interest - (22)
Loss for the year (92) (2,859)
Loss per share 4 (2.54p) (2.33p)
Fully diluted loss per share 4 (2.54p) (2.33p)
All of the Group's activities are classed as discontinued.
The Group has no recognised gains and losses other than the loss for the year.
Consolidated balance sheet
as at 31 December 2003
Notes 31 31
December December
2003 2002
�'000 �'000
Fixed Assets
Intangible fixed assets - -
Tangible fixed assets - -
Investments - -
- -
Current assets
Investments - -
Debtors 7 126
Cash at bank and in hand 119 -
126 126
Creditors: amounts falling due within one year (59) (209)
Net current (liabilities)/assets - (83)
Total assets less current liabilities 67 (83)
Capital and reserves
Called up share capital 5,304 5,004
Share premium account 6 10,241 10,241
Profit and loss account 6 (15,478) (15,328)
Equity shareholders' funds 67 (83)
Consolidated cash flow statement
for the year ended 31 December 2003
Year ended Year
ended
31
31
December December
2003 2002
Note �'000 �'000 �'000 �'000
Cash outflow from 5 (76) (723)
operating activities
Returns on investments
and servicing of
finance
Interest received - 2
- 2
Capital expenditure
Purchase of tangible - (27)
fixed assets
- (27)
Acquisitions
Acquisition of fixed - (207)
asset investments
- (207)
Disposals
Cash disposed of with (1) -
subsidiary undertakings
(1) -
Financing
Issue of equity shares 195 265
Share issue costs - (37)
195 228
Increase/(Decrease) in 118 (727)
cash in the year
Notes to the preliminary announcement
for the year ended 31 December 2003
1. Basis of preparation
The financial information in this announcement does not constitute statutory
financial statements as defined in Section 240 of the Companies Act 1985. The
information relating to the year ended 31 December 2002 is an extract from the
statutory accounts for that year, which have been delivered to the Registrar of
Companies. The auditors' report on those accounts was unqualified and did not
contain any statement under section 237(2) or (3) of the Companies Act 1985.
The auditors have indicated that they will issue an unqualified report on the
statutory financial statements for the year ended 31 December 2002. Copies of
the Company's Report and Financial Statements will be sent to shareholders
shortly and will be available at the registered office of the Company: One
Great Cumberland Place, London W1H 7AL .
2. Going concern
During the year the Group made losses of �92,000 and had net assets at 31
December 2003 of �67,000.
On 4 March 2004 the Company raised �19,893 (before expenses) via the placing of
1,989,319 new ordinary shares of 1p each at par. The directors consider that
the Company will have sufficient funds to enable the Company to meet its
liabilities as they fall due for the foreseeable future.
Based on the above, the directors have prepared the financial statements on the
going concern basis. The financial statements do not include any adjustments
that might arise if this basis was inappropriate.
3. Basis of consolidation
The consolidated financial statements include the financial statements of the
Company and its subsidiary undertakings (with the exception of Room Service
(UK) Limited) up to date of disposal and have been prepared using both merger
accounting principles and acquisition accounting principles.
The Company has not presented its own profit and loss account as permitted by
Section 230(3) of the Companies Act 1985. The Company's loss for the financial
year was �150,000.
4. Loss per share
Loss per share are calculated on a net basis using the loss on ordinary
activities and the weighted average number of shares detailed below.
For fully diluted loss per share, the weighted average number of shares is
adjusted for the effect of dilutive share options issued under Group share
option schemes.
2003 2002
�'000 �'000
Basic and diluted losses attributable to (92) (2,859)
ordinary shareholders
Number Number
Weighted average number of ordinary shares 3,625,812 1,228,701
Dilutive share options - -
Adjusted weighted average number of 3,625,812 1,228,701
ordinary shares
Loss per share (2.54p) (233p)
Fully diluted loss per share (2.54p) (233p)
The losses per share have been calculated as if the share consolidation on 20
October 2003 had occurred on 1 January 2002.
5. Reconciliation of operating loss to net cash outflow from operating
activities
31 December 31 December
2003 2002
�'000 �'000
Operating loss (76) (1,091)
Depreciation - 34
Decrease in current asset investments - 292
Decrease in debtors 48 308
Decrease in creditors (48) (66)
(Decrease)/increase in provisions - (200)
Net cash outflow from operating activities (76) (723)
6. Reserves
Share Profit and Total
premium loss account
account �'000
�'000
�'000
At 1 January 2003 10,241 (15,328) (5,087)
Loss for the year - (150) (150)
At 31 December 2003 10,241 (15,478) (5,237)
7. Taxation
Factors affecting taxation:
The tax charge for the year does not equate to the loss before tax at the
standard rate of corporation tax in the United Kingdom (30%). The differences
are explained below:
2003 2002
�'000 �'000
Loss on ordinary activities before taxation (92) (2,837)
Loss on ordinary activities multiplied by the (28) (851)
standard rate of corporation tax in the United
Kingdom of 30% (2002: 30%)
Effects of:
Expenses not deductible for tax purposes (including - 524
provisions)
Difference between depreciation and capital - 10
allowances
Addition to losses 28 317
- -
8. Dividends
The Directors are not proposing the payment of a dividend in respect of the
year ended 31 December, 2003.
END
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