Base Group plc
 Preliminary Results for the period ended 28 February 2003
 
 
 
Chairman's Statement
 
The past year has seen a continuing contraction within the football industry.
Its well-publicised problems have affected the group's performance and although
our football business has moved forward within its sector, Base group is still
loss making. As a result of this contraction, the Board is reviewing its
options in relation to the football division as set out below.
 
Results and Dividends
 
The financial results for the fourteen months to 28 February 2003 were adversely
impacted by continuing poor trading conditions within the football industry.
The group made an operating loss before charges for exceptional items and
goodwill of £593,000 (2001:£753,000) on turnover of £1,532,000 (2001:£812,000).
After accounting for goodwill amortisation and impairment charges of £1,634,000
(2001:£267,000), other exceptional losses of £77,000 (2001:£208,000) and net
interest receivable of £57,000 (2001:£134,000) the group made a loss before
taxation of £2,237,000 (2001:£1,088,000). No dividend is proposed (2001: £Nil).
 
Strategy
 
The prolonged downturn within the football industry has led to consolidation in
the agency sector which is as yet incomplete. The Board have assessed the
prospects for Base Soccer within this depressed business environment and have
concluded that these adverse conditions will continue. The football business is
therefore unlikely to generate sufficient critical mass on its own so as to be
an effective player within the football sector within an acceptable timescale.
Accordingly the Board is reviewing its strategic options in this regard. These
could include but are not limited to a merger or sale of the football operation
with another company within the sector.
 
The Board has been examining a number of other acquisitions in order to provide
added value to Base Group shareholders. Although the Board has not yet
identified an acquisition attractive enough to place before shareholders, it is
reviewing a number of potential acquisitions with a view to closing a
transaction as soon as possible.
 
Icon
 
Further to the acquisition of Icon Management Solutions Limited, the parent
company of Base Soccer, the group paid further consideration of £424,000 during
the year satisfied by the issue of 42.4 million new ordinary shares of 1p each
in Base Group plc. Further and final consideration of £99,000 is due.
 
Time Management Global Limited ('TMG')
 
Base acquired TMG, another sports representation company in June 2002. Initial
consideration of £560,000 was paid on completion made up of £260,000 in cash and
the issue of 30 million ordinary shares of 1 pence each in the company. Further
consideration is payable on the revenues of TMG for the period from acquisition
to 31 December 2003 of up to £1.25 million by way of shares and cash. £2,000 of
additional consideration was paid during the period to 28 February 2003. The
best estimate at 28 February 2003 of the deferred consideration that is still
due is £113,000. Owing to the board's view of the adverse trading conditions in
the football sector it has been agreed that a provision of £474,000 should be
made for the impairment in the value of goodwill of £1,019,000 arising on this
acquisition.
 
Prospects
 
The prospects for the group depend on the ability of the Directors to identify
and complete a suitable acquisition. The Directors consider that due to
depressed conditions within the quoted company and private company sectors,
attractive acquisition opportunities are available at this point in the cycle.
We hope to develop the group by acquisition during the next twelve months in
order to provide shareholders with an opportunity to participate in a group with
a growing and profitable business at an interesting point in the economic cycle.
 
Employees The Board would like to thank all employees for their efforts as this
has been a difficult year in a depressed football sector.
 
Adrian Bradshaw
 
Chairman
 
 
 
20 June 2003
 
 
Consolidated profit and loss account
for the 14 month period ended 28 February 2003
 
 
 Note 14 month period ended 28 February 2003 Year ended 31 December 2001
 
 Pre goodwill Goodwill Pre goodwill Goodwill and
 and and and exceptional
 exceptional exceptional Total exceptional items Total
  items items items (note 5)
 £'000 £'000 £'000 £'000 £'000 £'000
 
Turnover
 
Continuing 1,479 -  1,479 760 - 760
operations
 Acquisition 53 - 53 - - -
 
 
 1,532 - 1,532 760 -  760
 
Discontinued - - - 52 - 52
operations
 
 2 1,532 - 1,532 812 - 812
Cost of sales 2 (366) - (366) (220) - (220)
 
 
Gross profit 1,166 - 1,166 592 - 592
 
Administration 2,3 (1,749) (1,711) (3,460) (1,345)  (475) (1,820)
expenses
 
 
Operating loss (583) (1,711) (2,294) (753) (475) (1,228)
 
 
Continuing (593) (1,006) (1,599) (264) (475) (739)
operations
Acquisition 10 (705) (695) - - -
Discontinued - - - (489) - (489)
operations
 
 
Operating loss (583)  (1,711) (2,294) (753) (475) (1,228)
 
Profit on disposal
of subsidiaries
(discontinued) - - - - 6 6
Interest 64 -  64 134 - 134
receivable
Interest payable (7) - (7) - - -
 
 
Loss before
taxation and for
the financial year (526) (1,711) (2,237) (619) (469) (1,088)
 
Loss per share:
 Basic 4 (0.08p) (0.20p) (0.28p) (0.08p) (0.04p) (0.15p)
 Diluted 4 (0.08p) (0.20p) (0.28p) (0.08p) (0.04p) (0.15p)
 
 
There were no recognised gains and losses other than the reported losses above.
 
 
Balance sheets
at 28 February 2003 and 31 December 2001
 Group Company
  2003 2001 2003 2001
 £000 £000 £000 £000
 
Fixed assets
Intangible assets  484 1,108 - -
Tangible assets 41 3 4 -
Investments - - - 1,196
 
  525 1,111 4 1,196
 
 
Current assets
Debtors 341 260 578 106
Cash at bank and in hand  1,043 2,634 1,030 2,356
 
 1,384 2,894 1,608 2,462
 
 
Creditors: Amounts falling due within one (428) (570) (295) (423)
year
 
 
Net current assets 956 2,324 1,313 2,039
 
 
Total assets less current liabilities 1,481 3,435 1,317 3,235
 
 
Capital and reserves
Called up share capital  8,399 7,675 8,399 7,675
Shares to be issued 99 540 99 540
Share premium account 3,011 3,011 3,011 3,011
Other reserves 3,330 3,330 - -
Profit and loss account (13,358) (11,121) (10,192) (7,991)
 
 
Equity shareholders' funds  1,481 3,435 1,317 3,235
 
 
 
 
Consolidated cash flow statement
for the 14 months ended 28 February 2003
 14 months to 28 12 months to 31
  February December
 2003 2001
  £000 £000
 
Cash outflow from operating activities (851) (1,407)
 
Returns on investments and servicing of finance 57 134
 
Capital expenditure and financial investment (42) -
 
Acquisitions and disposals (755) (141)
 
Cash outflow before financing  (1,591) (1,414)
 
Financing - 11
 
Decrease in cash in the period (1,591) (1,403)
 
 
Reconciliation of net cash flow to movement in net cash
 14 months to 28 12 months to 31
 February December
  2003 2001
 £000 £000
 
Decrease in cash in the period  (1,591) (1,403)
 
 
Net funds at the start of the period 2,634 4,037
 
Net funds at the end of the period 1,043 2,634