TIDMBLEY
RNS Number : 6421J
Bailey(C.H.) PLC
21 December 2015
C H Bailey Plc
21 December 2015
Chairman's statement and unaudited financial results
for the six months ended 30(th) September 2015
C.H. Bailey plc ("CH Bailey", the "Company" or together with its
subsidiaries the "Group"), announces its unaudited interim results
for the half year ended 30(th) September 2015.
Interim Statement and Results
Our interim results for the 6 month period ended 30(th)
September 2015 show a loss after tax of GBP717,182 (2014: profit
GBP32,457), which also reflects a foreign currency swing of
GBP471,271 (a loss of GBP248,755 compared to a gain of GBP222,516
in 2014) and fair value reductions on investments of GBP142,060
(2014: gain GBP13,906).
Revenue has decreased by 12.5% to GBP2.4m (2013: GBP2.7m) due
largely to difficult hospitality trading conditions in Africa and
the disposal of the hotel in Malta.
Key Highlights
-- Trading loss GBP133k (2014 loss GBP35k);
-- Bank debt (non current) reduced by GBP737k;
-- Total External debt reduction by GBP 1.4M;
-- Special dividend paid of GBP0.20p per share paid on 16th October 2015; and
-- Over GBP2.0 million spent on development properties in Malta
and Les Hauts de Montagu, the hospitality property, with
development potential, in Montagu, South Africa.
UK Operations
Bailey Industrial Engineering based in Newport, South Wales, is
the Group's specialist heavy engineering operation. Last year the
company saw a slight recovery in sales and reported a profit for
the period.
We have seen some success in attracting business from new
markets but the steel industry has been badly affected by cheap
imported steel and high energy costs, which has led to much reduced
levels of work sent out for repair. However, we are hopeful that
this is a short term issue and we are cautiously optimistic for the
future of this division.
Tanzania
The completion of Phase III at the Oyster Bay has seen an
increase in revenues from the fully serviced, commercial,
hospitality and retail accommodation. The East Africa economy has
been badly affected this year with tourist numbers down in some
instances by 50% but our commercial offices and retail outlets are
still at 90% occupancy and account for 80% of the Group's Tanzanian
revenues. There is currently a slowdown in trade and investment in
the region but with our term leases in place we feel our business
will maintain its position until the economic climate improves.
Malta
Having reported the purchase of Charles Street earlier in the
year, we can now confirm that we have purchased two further
properties in Valletta, 140 Arch Bishop Street and 123 St Lucia
Street. We are in discussions with architects on all the buildings
and the Board is evaluating redevelopment opportunities. We have in
principal an agreement with Lombard Bank to finance the development
of these projects, which will provide the group with a total of
four buildings that will offer serviced, commercial, hospitality
and residential accommodation. The first of the three projects is
expected to be completed in 2016 and should start generating
revenues in Q3.
South Africa
During the period under review, the Company invested in two
large adjoining farms (450 hectares) in Montagu, on the Route 62,
in the Klein Karoo. The site is two hours from Cape Town, next to
the Robertson wine valley. The property has an ongoing hospitality
business and boutique olive farm producing its own oil and olives,
which are sold in the region. Operations will start in Q3 when the
Company will further assess the existing business and potential
development opportunities of the land.
Overall Development Strategy
To date, the company has purchased the Maltese and South African
properties outright. We intend to use local financing to develop
the respective properties and grow the businesses. This model has
been successful elsewhere and offers security to shareholders and
financiers of the projects. When developed, some of the projects
will be operated by the local subsidiaries of the group and some of
the properties may be traded to maintain cash flow and the
liquidity of the ongoing developments.
Directors
At the end of September 2015, Mrs S A Bailey and Mr R Reynolds
retired from the Board and I would like to take this opportunity to
thank them for their hard work during their time in office.
Following the Annual General Meeting I took over the position as
Non Executive Chairman with Mr Charles Bailey moving into the role
of Chief Executive Officer, which allows him greater freedom to
concentrate on the operations of the Group and I am looking forward
to forging a close working relationship with Mr Bailey in order to
maximise shareholder value and growth of the group.
In December 2015, Mr Christopher Fielding also joined the Board
as a Non Executive director. Mr Fielding brings a wealth of
experience in cross-border investments and a very commercial
mindset, which will enhance the capabilities of the board.
Outlook
We continue to put in place measures to control costs whilst
being vigilant about maintaining high levels of client service. We
are conscious that there are difficult market conditions associated
with the countries and sectors in which the Group operates in and
so sales are always difficult to increase in the short term and
require a team effort to achieve increases in a sustainable
way.
Your Group is a diverse group of international businesses, with
investments and operations in leisure, property and engineering
with its current key markets being Tanzania, Malta, the UK and,
now, South Africa.
I am confident that the Group is well placed in these countries
and the sectors in which we operate to offer a platform for growth.
We also believe that the strategies that have been put in place to
diversify our revenue streams will start to bear fruit.
David Wilkinson
18 December 2015
Further information:
Bryan Warren, Company Secretary
C H Bailey Plc
Tel: 01633 262961
James Felix / Ciaran Walsh
Arden Partners plc
Tel: 020 7614 5900
Consolidated Income Statement
for the six months ended 30 September 2015
Notes September September March
2015 2014 2015
GBP GBP GBP
Continuing operations
Revenue 4 2,395,441 2,738,916 4,927,562
Cost of sales (1,767,144) (1,906,278) (3,765,741)
------------------ ------------------ ----------------
Gross profit 628,297 832,638 1,161,821
Profit on sale of property 10 - - 8,160,535
Administrative expenses (761,232) (867,429) (2,157,371)
------------------ ------------------ ----------------
Trading (loss) profit (132,935) (34,791) 7,164,985
Investment activities
and other income 5 (360,588) 264,647 202,109
------------------ ------------------ ----------------
Operating (loss) profit (493,523) 229,856 7,367,094
EBITDA* (51,924) 635,916 126,775
Depreciation (440,767) (406,060) (920,216)
(Loss) profit on sale of
plant and equipment (832) - 8,160,535
------------------ ------------------ ----------------
Operating (loss) profit (493,523) 229,856 7,367,094
---------------------------- ------ ------------------ ------------------ ----------------
Finance income 6 14,103 24,434 54,622
Finance costs 7 (239,012) (224,406) (544,423)
------------------ ------------------ ----------------
(Loss) profit before
taxation (718,432) 29,884 6,877,293
Taxation 945 2,379 (969,082)
Minority interest 305 194 (70,310)
------------------ ------------------ ----------------
(Loss) profit for the
financial year (717,182) 32,457 5,837,901
------------------ ------------------ ----------------
Earnings (loss) per
share from continuing
and total operations 8 (9.43p) 0.43p 76.74p
*Earnings before interest, taxation, depreciation, loss on sale
of plant and equipment and profit on sale of property.
Consolidated Statement of
Comprehensive Total Income
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for the six months ended 30 September 2015
September September March
2015 2014 2015
GBP GBP GBP
(Loss) profit for the financial
period (717,182) 32,457 5,837,901
Items that may be reclassified to
profit and loss:
Exchange differences (1,654,433) (215,814) (872,267)
Total comprehensive (loss)
profit for the period (2,371,615) (183,357) 4,965,634
--------------- ---------------- ---------------
Balance Sheets
as at 30 September 2015
Notes September September March
2015 2014 2015 2013
GBP GBP GBP GBP
Non-current assets
Property, plant and
equipment 9 12,455,865 12,587,281 12,653,515 1,171
Operating leases 35,175 134,471 39,455 -
Deferred tax asset 187,272 146,823 168,875 133,927
12,678,312 12,868,575 12,861,845 135,098
----------------- ---------------- ----------------- --------------------
Current assets
Inventory 15,622 15,634 13,718 -
Trade and other receivables 2,618,450 2,219,425 2,422,699 3,424,572
Current asset investments 1,889,234 1,561,373 1,616,157 443,494
Cash and cash equivalents 4,418,838 2,649,734 7,653,913 1,270,493
8,942,144 6,446,166 11,706,487 5,138,559
Assets classified as
held for sale 171,850 2,257,084 211,635 -
9,113,994 8,703,250 11,918,122 5,138,559
----------------- ---------------- ----------------- --------------------
Current liabilities
Trade and other payables (2,292,295) (3,267,920) (2,290,396) (808,994)
Bank loans and overdrafts 13 (1,663,368) (1,387,951) (2,331,959) (308,039)
Other loans 13 (793,787) (767,938) - -
Obligations under finance
leases (17,181) (29,894) (29,894) -
Provisions (225,000) (250,000) (250,000) (250,000)
(4,991,631) (5,703,703) (4,902,249) (1,367,033)
----------------- ---------------- ----------------- --------------------
Net current assets 4,122,363 2,999,547 7,015,873 3,771,526
----------------- ---------------- ----------------- --------------------
Total assets less current
liabilities 16,800,675 15,868,122 19,877,718 3,906,624
Non-current liabilities
Trade and other payables - (317,512) - -
Bank loans 13 (3,652,976) (4,823,047) (4,355,893) -
Obligations under finance
leases - (31,129) (2,234) -
Deferred tax liabilities - (258,650) - -
Net assets 13,147,699 10,437,784 15,519,591 3,906,624
----------------- ---------------- ----------------- --------------------
Equity
Called-up share capital 11 833,541 833,541 833,541 833,541
Share premium account 609,690 609,690 609,690 609,690
Capital redemption
reserve 5,163,332 5,163,332 5,163,332 5,163,332
Investment in own shares (960,509) (960,509) (960,509) (960,509)
Translation reserve 50,978 237,308 51,307 -
Retained earnings 7,449,574 4,485,868 9,820,860 799,936
----------------- ---------------- ----------------- --------------------
Surplus attributable
to the parent's
shareholders 13,146,606 10,369,230 15,518,221 6,445,990
Minority interest 1,093 68,554 1,370 -
Total equity 13,147,699 10,437,784 15,519,591 6,445,990
----------------- ---------------- ----------------- --------------------
Consolidated Cash Flow Statement
for the six months ended 30 September 2015
Notes September September March
2015 2014 2015
GBP GBP GBP
Cash flows from operating
activities
Cash generated from
operations 12 30,868 370,136 (274,599)
Interest paid (239,012) (224,406) (544,423)
Overseas tax paid (17,452) (1,033) (1,230,328)
Net cash flow from
operating activities (225,596) 144,697 (2,049,350)
----------------- ------------------ ------------------
Investing activities
Sale of property, plant
and equipment 11,330 - 9,728,109
Purchase of property, plant
and equipment (2,194,701) (888,590) (1,400,271)
Sale of investments 117,431 1,039,517 1,382,134
Purchase of investments (574,800) (237,878) (556,429)
Interest received 14,103 24,434 54,622
Net cash flow from
investing activities (2,626,637) (62,517) 9,208,165
----------------- ------------------ ------------------
Financing activities
Dividend to minority
interest - - (123,111)
Movement in bank loans (625,876) (273,090) (1,211,716)
Movement in directors'
loans (15,533) 236,552 (849,556)
Movement in other loans 793,787 16,349 (751,589)
Movement in capital
element of finance
leases (14,947) (999) (29,894)
Net cash flow from
financing activities 137,431 (21,188) (2,965,866)
----------------- ------------------ ------------------
Net (decrease) increase
in cash and cash equivalents (2,714,802) 60,992 4,192,949
Cash and cash equivalents
at beginning of period 5,321,954 1,257,948 1,257,948
Exchange differences 148,318 (57,157) (128,943)
Cash and cash equivalents
at end of period 13 2,755,470 1,261,783 5,321,954
----------------- ------------------ ------------------
Reconciliation of net
cash flow to movement
in net (debt) funds
in the period
Net (decrease) increase
in cash and cash equivalents (2,714,802) 60,992 4,192,949
Net cashflow from the
movement in debt (152,964) 257,740 1,993,199
----------------- ------------------ ------------------
Movement in net (debt)
funds during the period (2,867,766) 318,732 6,186,148
Net (debt) funds at
the beginning of period 933,933 (4,513,395) (4,513,395)
Exchange differences 225,359 (195,562) (738,820)
Net (debt) funds at
the end of period 13 (1,708,474) (4,390,225) 933,933
----------------- ------------------ ------------------
Consolidated Statement of Changes in Equity
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for the six months ended 30 September 2015
Called-up Share Capital Investment Translation Retained Minority Total
share premium redemption in own reserve earnings interest
capital account reserve shares
GBP GBP GBP GBP GBP GBP GBP GBP
At 31st
March
2014 833,541 609,690 5,163,332 (960,509) 323,167 4,583,366 71,523 10,624,110
Transactions with owners recorded
directly in equity
Equity
dividends
paid - - - - - - (123,111) (123,111)
Income
statement
(Loss) for
the
financial
period - - - - - 5,837,901 70,310 5,908,211
Items that may be reclassified
to profit and loss
Exchange
differences - - - - (271,860) (600,407) (17,352) (889,619)
------------------- ------------------ ---------------------- ---------------------- ------------------------ ---------------------- ---------------- -------------------
At 31st
March
2015 833,541 609,690 5,163,332 (960,509) 51,307 9,820,860 1,370 15,519,591
Income
statement
Profit for
the
financial
period - - - - - (717,182) (305) (717,487)
Items that may be reclassified
to profit and loss
Exchange
differences - - - - (329) (1,654,104) 28 (1,654,405)
------------------- ------------------ ---------------------- ---------------------- ------------------------ ---------------------- ---------------- -------------------
At 30th
September
2015 833,541 609,690 5,163,332 (960,509) 50,978 7,449,574 1,093 13,147,699
------------------- ------------------ ---------------------- ---------------------- ------------------------ ---------------------- ---------------- -------------------
.
Notes to the Accounts
1. General information
Legal status and country of incorporation
C. H. Bailey plc, company number 190106, is incorporated in
England and Wales under the Companies Act 2006.
Basis of preparation
These interim financial statements have been prepared in
accordance with International Accounting Standards (IAS) and
International Financial Reporting Standards (IFRS) as adopted by
the European Union and with the Companies Act 2006. Therefore these
financial statements comply with the AIM rules.
The interim financial statements are prepared using the
historical cost basis of accounting except for:
-- Properties held at the date of transition to IFRS which are stated at deemed cost; and
-- Assets held for sales which are stated at the lower of fair
value less anticipated disposal costs and carrying value.
Going concern
The directors have prepared these financial statements on the
fundamental assumption that the group is a going concern and will
continue to trade for at least 12 months following the date of
approval of the financial statements.
Accounting period
The current period is for the six months ended 30 September 2015
and the comparative period is for the six months ended 30 September
2014.
Functional and presentational currency
The financial statements are presented in pounds sterling
because that is the functional currency of the primary economic
environment in which the group operates.
2. Significant accounting policies
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the company and entities controlled by the company
(its subsidiaries) made up to 30 September 2015. Control is
achieved where the company has the power to govern the financial
and operating policies of an investee so as to obtain benefits from
its activities.
Minority interests in the net assets of consolidated
subsidiaries are identified separately from the group's equity
therein. Minority interests consist of the amount of those
interests at the date of the original business combination (see
below) and the minority's share of changes in equity since the date
of the combination. Losses applicable to the minority in excess of
the minority's interest in the subsidiary's equity are allocated
against the interests of the group except to the extent that the
minority has a binding obligation and is able to make an additional
investment to cover the losses.
The results of subsidiaries acquired or disposed of during the
year are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of
disposal, as appropriate.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used
into line with those used by the group.
All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
Business combinations and goodwill
The acquisition of subsidiaries is accounted for using the
acquisition method. The assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3
are recognised at their fair value at their acquisition date except
for non-current assets (or disposal groups) that are classified as
held for sale in accordance with IFRS 5 which are recognised and
measured at fair value less costs to sell. Any excess of the cost
over the asset valuation as calculated above is recognised as
goodwill.
Goodwill arising on consolidation represents the excess of
consideration over the group's interest in the fair value of
identified assets, liabilities and contingent liabilities
recognised. Goodwill is recognised as an asset and is not
amortised. It is reviewed for impairment annually as detailed in
"impairment of non-financial assets" below.
In accordance with the options that are available under IFRS 1
on transition to IFRS, the group elected not to apply IFRS 3
retrospectively to past business combinations that occurred before
the date of transition to IFRS.
Accordingly goodwill that had previously been offset against
reserves under UK GAAP has not been recognised in the opening IFRS
balance sheet. The interest of any minority shareholders in the
acquiree is initially measured at the minority's proportion of the
net fair value of the assets, liabilities and contingent
liabilities recognised.
Investments in associates and trade investments
The results of entities over which the group is not in a
position to be able to exercise significant influence despite
holding a significant shareholding are not accounted for as
associates and therefore are not equity accounted. The companies
are classified as trade investments and are carried as available
for sale financial assets which are measured at cost, as the
directors consider that fair value cannot be reliably measured,
other than impairment losses which are recognised in the income
statement. Dividend income is recognised in the income statement on
a cash basis when received.
Property, plant and equipment
Property is carried at deemed cost at the date of transition to
IFRS based on the previous UK GAAP valuations. Plant and equipment
held at the date of transition and subsequent additions to
property, plant and equipment are stated at purchase cost including
directly attributable costs. The group does not have a revaluation
policy. Freehold land is not depreciated. Depreciation of other
property, plant and equipment is provided on a straight line basis
using rates calculated to write down the cost of each asset over
its estimated useful life as follows:
Property:
Freehold buildings Between 1% and 5%
Leasehold buildings Period of the lease
Plant and equipment Between 10% and 25%
Annual reviews are made of estimated useful lives and material
residual values.
Lessee accounting
Initial rental payments in respect of operating leases are
included in current and non-current assets as appropriate and
amortised to the income statement over the period of the lease.
Ongoing rental payments are charged as an expense in the income
statement on a straight line basis until the date of the next rent
review. Finance leases are capitalised and depreciated in
accordance with the accounting policy for property, plant and
equipment. As permitted by IFRS 1 at the date of transition to
IFRS, the carrying value of long leasehold properties are based on
the previous UK GAAP valuations and this has been taken as deemed
cost. Rental costs arising from operating leases are charged as an
expense in the income statement on a straight line basis over the
period of the lease.
Non-current assets held for sale
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Non-current assets are reclassified as assets held for sale if
they are immediately available for sale in their current condition
and their carrying value will be recovered through a sale
transaction on which is highly probable to be completed within 12
months of the initial classification. Assets held for sale are
valued at the lower of carrying value at the date of initial
classification and fair value less costs to sell.
Impairment of non-financial assets
Goodwill is tested annually for impairment or more frequently if
there are any changes in circumstances or events that indicate that
a potential impairment may exist. Goodwill impairments cannot be
reversed. Property, plant and equipment are reviewed for
indications of impairment when events or changes in circumstances
indicate that the carrying amount may not be recovered. If there
are indications then a test is performed on the asset affected to
assess its recoverable amount against carrying value. An asset
impaired is written down to the higher of value in use or its fair
value less cost to sell.
Deferred and current taxation
The charge for taxation is based on the taxable profit or loss
for the year and takes into account taxation deferred because of
differences between the treatment of certain items for taxation and
for accounting purposes. Full provision is made for the tax effects
of these differences. Deferred tax is provided on unremitted
earnings from overseas subsidiaries where it is probable that these
earnings will be remitted to the UK in the foreseeable future.
Deferred tax is measured using tax rates that have been enacted, or
substantively enacted, by the year end balance sheet date. The
measurement of deferred tax reflects the tax consequences that
would follow the manner in which the group expects, at the end of
the reporting period, to recover or settle the carrying value of
its assets and liabilities. Deferred tax assets and liabilities are
not discounted.
The carrying amount of the deferred tax assets is reviewed at
each reporting balance sheet date to ensure that it is probable
that sufficient taxable profits will be available to allow the
asset to be recovered. Assets and liabilities, in respect of both
deferred and current tax, are only offset when there is a legally
enforceable right to offset and the assets and liabilities relate
to taxes levied by the same taxation authority.
Deferred and current tax is charged or credited in the income
statement except when it relates to items charged directly to
equity in which case the associated tax is also dealt with in
equity.
Stocks
Stocks are valued at the lower cost of purchase and net
realisable value. Cost comprises actual purchase price and, where
applicable, associated direct costs incurred bringing the stock to
its present location and condition. Net realisable value is based
on estimated selling price less further costs expected to be
incurred to completion and disposal. Provision is made for
obsolete, slow moving or defective items where appropriate.
Financial instruments
Financial assets and financial liabilities are recognised on the
consolidated balance sheet when the group becomes a party to the
contractual provisions of the instrument.
Financial assets are recognised and derecognised on a trade date
where the purchase or sale of an asset is under a contract whose
terms require delivery of the investment within the timeframe
established by the market concerned. Financial assets are
classified as "loans and receivables", "held to maturity"
investments, "available for sale" investments or "assets at fair
value through the profit and loss" depending upon the nature and
purpose of the financial asset. The classification is determined at
the time of the initial recognition.
Financial assets are normally classified as "loans and
receivables" and are initially measured at fair value including
transaction costs incurred. The only financial assets currently
held at "fair value through profit or loss" are the current asset
investments.
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the group after deducting all of
its liabilities. Financial liabilities are normally classified as
"other financial liabilities" and are initially measured at fair
value, normally cost, net of transaction costs.
Loans and receivables
Trade receivables, loans and other receivables are measured on
initial recognition at fair value and, except for short term
receivables where the recognition of interest would be immaterial,
are subsequently re-measured at amortised cost using the effective
interest rate method. Allowances for irrecoverable amounts, which
are dealt with in the income statement, are calculated based on the
difference between the asset's carrying amount and the present
value of estimated future cash flows, calculated based on past
default experience, discounted at the effective interest rate
computed at initial recognition where material.
Derivative financial instruments and hedge accounting
The group's borrowing is subject to floating interest rates
based on LIBOR plus the most competitive margin available. The
group's policy is not to hedge its international assets with
respect to foreign currency balance sheet translation exposure, nor
against foreign currency transactions. The group generally does not
enter into any forward exchange contracts and it does not use
financial instruments for speculative purposes. Derivative
financial instruments are initially measured at cost and are
remeasured at fair value at the balance sheet date. Changes in the
fair value of derivative financial instruments that do not qualify
for hedge accounting are recognised in the income statement as they
arise.
Cash and cash equivalents
Cash and cash equivalents includes cash-in-hand, cash at bank
and short term highly liquid investments that are readily
convertible into known amounts of cash within three months from the
date of initial acquisition with an insignificant risk of a change
in value.
Impairment of financial assets
Financial assets, other than those designated as "assets at fair
value through the profit and loss" are assessed for indicators of
impairment at each balance sheet date. Financial assets are
impaired where there is objective evidence that, as a result of one
or more events that occurred after the initial recognition of the
financial assets, the estimated future cash flows of the investment
have been impacted.
Other financial liabilities
Other financial liabilities, including trade payables, are
measured on initial recognition at fair value and, except for short
term payables where the recognition of interest would be
immaterial, are subsequently re-measured at amortised cost using
the effective interest rate method.
Bank loans
Interest bearing bank loans are recorded at the proceeds
received less capital repayments made. Finance charges are
accounted for on an accruals basis in the profit and loss account
using the effective interest rate method. They are included within
accruals to the extent that they are not settled in the period in
which they arise.
Provisions
Provisions are created where the group has a present obligation
(legal or constructive) as a result of a past event where it is
probable that the group will be required to settle that obligation.
Provisions are measured at the directors' best estimate of the
expenditure required to settle the obligation at the balance sheet
date. Provisions are only discounted to present value where the
effect is material.
Net debt
Net debt is defined as cash and cash equivalents, bank and other
loans including finance lease obligations and derivative financial
instruments stated at current fair value.
Revenue recognition
Revenue
Revenue represents the fair value of the consideration received
and receivable for services provided and goods supplied to third
party customers. In respect of long term contracts and contracts
for on-going services, revenue is recognised as the contract
progresses on the basis of work completed. Revenue excludes value
added tax.
Investment and interest income
Dividend income is recognised in the income statement when the
shareholder's right to receive payment has been established.
Interest income from bank deposit accounts is accrued on a time
basis calculated by reference to the principal on deposit and
effective interest rate applicable.
Foreign currencies
Transactions in foreign currencies are recorded at the rate of
exchange at the date of the transaction. Monetary assets and
liabilities in foreign currencies are translated into pounds
sterling at the financial reporting year end rates. Non monetary
items that are measured in terms of historical cost in a foreign
currency are not re-translated. The results of overseas subsidiary
undertakings, associates and trade investments are translated into
pounds sterling at average rates for the year unless exchange rates
fluctuate significantly during that year in which case exchange
rates at the date of transactions are used.
The closing balance sheets are translated at the year end rates
and the exchange differences arising are transferred to the group's
translation reserve as a separate component of equity and are
reported within the consolidated statement of changes in equity.
All other exchange differences are included within the consolidated
income statement in the year. In accordance with IFRS 1, the
translation reserve has been set to zero at the date of transition
to IFRS.
Operating profit
Operating profit is defined as the profit for the year from
continuing operations after all operating costs and income but
before finance income, finance costs, and taxation. Operating
profit is disclosed as a separate line on the face of the income
statement.
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Normalised operating profit is the same as the above but
excludes non-recurring items, for example profit on the sale of
property. Normalised operating profit is reconciled to operating
profit on the face of the income statement.
Other gains and losses
Other gains and losses are material items that arise from
unusual non-recurring events. They are disclosed separately, in
aggregate, on the face of the income statement after operating
profit where, in the opinion of the directors, such disclosure is
necessary in order to fairly present the results for the financial
period.
Finance costs
Finance costs are recognised in the income statement on the
accruals basis in the year in which they are incurred.
3. Use of critical accounting assumptions and estimates
Estimates and judgements are continually evaluated and assessed
based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
given the circumstances prevailing when the accounts are
approved.
The group makes estimates and assumptions concerning the future.
The resulting accounting estimates will, by definition, seldom
equal the related actual results. The directors are not aware of
any estimates and assumptions that have significant risk of causing
a material adjustment to the carrying value of assets and
liabilities.
4. Segmental information
Revenue Operating Net assets
continuing profit
operations (loss)
continuing
operations
GBP GBP GBP
Classes of business
Engineering:
September 2015 781,372 17,104 320,022
September 2014 717,032 (9,524) 320,022
March 2015 1,388,891 (74,819) 225,287
Hospitality:
September 2015 1,614,069 203,988 9,157,031
September 2014 2,021,884 215,631 9,157,031
March 2015 3,538,671 7,774,988 7,308,334
Management:
September 2015 - (714,615) 960,731
September 2014 - 23,749 960,731
March 2015 - (333,075) 7,985,970
Total:
September 2015 2,395,441 (493,523) 10,437,784
September 2014 2,738,916 229,856 10,437,784
March 2015 4,927,562 7,367,094 15,519,591
Geographical segments
United Kingdom:
September 2015 840,731 (135,605) 1,984,024
September 2014 786,339 (132,308) 1,178,158
March 2015 1,502,938 (352,352) 1,723,287
Africa:
September 2015 1,554,710 27,767 3,719,519
September 2014 1,678,576 345,496 5,264,810
March 2015 3,173,552 (69,893) 4,758,607
Malta and Rest of the
World:
September 2015 - (385,685) 7,444,156
September 2014 274,001 16,668 3,994,816
March 2015 251,072 7,789,339 9,037,697
Total:
September 2015 2,395,441 (493,523) 13,147,699
September 2014 2,738,916 229,856 10,437,784
March 2015 4,927,562 7,367,094 15,519,591
`
5. Investment activities and other income
September September March
2015 2014 2015
GBP GBP GBP
Income from current asset
investments 72,459 66,319 92,411
(Loss) profit on sale
of current asset investments (9,497) (17,494) (37,928)
(Increase) in provision
on current asset investments (32,735) (20,600) (44,871)
Net foreign exchange (loss)
gain (248,755) 222,516 55,038
Fair value movement on
investments (142,060) 13,906 137,459
(360,588) 264,647 202,109
----------------- ---------------- ----------------
6. Finance income
September September March
2015 2014 2015
GBP GBP GBP
Bank deposits 14,103 24,434 54,622
--------------- --------------- ---------------
7. Finance costs
September September March
2015 2014 2015
GBP GBP GBP
Bank loans 234,473 179,882 451,788
Directors' loans - 22,170 48,135
Other loans - 17,815 35,631
Finance leases 4,539 4,539 8,869
239,012 224,406 544,423
----------------- ----------------- -----------------
8. Earnings (loss) per share
The earnings per share has been calculated by reference to the
weighted average number of ordinary shares of 10p each in issue of
7,607,755 (2014: 7,607,755) which excludes own shares held. The
share options in issue have no dilutive effect on the weighted
average number of ordinary shares.
9. Property, plant and equipment
Freehold Leasehold Plant and Total
land and land and equipment
buildings buildings
under 50
years
GBP GBP GBP GBP
Cost
At 1st April 2014 1,748,040 11,505,951 3,877,677 17,131,668
Exchange differences 36,352 (2,025,500) (583,673) (2,572,821)
Additions 2,151,568 1,726 41,407 2,194,701
Transfer - - (16,407) (16,407)
At 30th September
2014 3,935,960 9,482,177 3,319,004 16,737,141
----------------------- --------------------- --------------------- ---------------------
Depreciation
At 1st April 2014 15,641 2,560,483 1,902,029 4,478,153
Exchange differences 325 (351,812) (281,912) (633,399)
Charge for year 4,000 216,535 220,232 440,767
Disposals - - (4,245) (4,245)
At 30th September
2014 19,966 2,425,206 1,836,104 4,281,276
----------------------- --------------------- --------------------- ---------------------
Carrying value
September 2014 3,915,994 7,056,971 1,482,900 12,455,865
March 2014 1,732,399 8,945,468 1,975,648 12,653,515
10. Profit on the sale of property
March
2015
GBP
Hotel complex in Malta
Proceeds - EUR13,743,283 9,944,612
Legal fees and direct
sale costs - EUR257,617 (186,411)
----------------
9,758,201
Asset classified as held
for sale (1,868,889)
----------------
Profit on sale of assets
classified as held for
sale 7,889,312
----------------
Other leasehold land and
buildings
Proceeds 288,713
Net book value (17,490)
----------------
Profit on sale of leasehold
land and buildings 271,223
----------------
Profit on sale of property 8,160,535
----------------
On 17 March 2015, completion took place on the sale of the
remaining property at the hotel complex at St Georges Bay, Malta
for EUR13,743,283, pursuant to the agreement made on 9 September
2011 which gave the purchaser to 30 March 2015 to complete on the
purchase for this amount. As a deposit of EUR400,000 had already
been paid, the balance EUR13,343,283 was received on 17 March
2015.
11. Called-up share capital
September September March
2015 2014 2015
GBP GBP GBP
Issued and fully paid:
8,335,413 ordinary shares
of 10p each 833,541 833,541 833,541
--------------- ----------- ---------------
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