TIDMCNMI
RNS Number : 4642T
Camper & Nicholsons Marina Inv Ltd
30 March 2016
Camper & Nicholsons Marina Investments Limited
("CNMI" or the "Company" or the "Group")
Preliminary Results for the year to 31 December 2015
Camper & Nicholsons Marina Investments Ltd (AIM:CNMI.L), the
leading international marina company, today announces its
preliminary results for the year ended 31 December 2015.
Highlights
-- Sales of EUR11.2 million from underlying operating businesses
(2014: EUR9.3 million). Under international accounting standards,
reported group revenues are EUR9.1 million (2014: EUR7.1
million)
-- Total operating expenses before depreciation increased to
EUR5.2 million (2014: EUR4.5 million) but were maintained at 2013
and 2014 levels using constant exchange rates
-- Loss before tax reduced by EUR0.9 million to EUR0.5 million (2014: EUR1.4 million)
-- Group cash balances of EUR3.0 million at 31 December 2015 (2014: EUR4.3 million)
-- NAV per share 16.5 euro cents (December 2014: 16.1 euro
cents) with 165.8 million shares in issue (2014: 165.8 million)
-- Supported by major shareholder, First Eastern, continued to
progress the development work at Victoria Quay, East Cowes, with
our partners Victoria Quay Estate Limited and Westcourt Real Estate
(Europe) Limited
-- Camper & Nicholsons Marinas Limited agreed terms with
Blackstone Group to oversee the refurbishment and restoration
programme and also to take over the management and operation of the
marina at St Katharine Docks in London which will be operated under
the Camper & Nicholsons brand
-- Results include a gross payment of EUR0.76 million to the
Company in October 2015 arising from the termination of the Yas
Marina management contract following the owner's decision to take
management in-house
Chairman, Sir Christopher Lewinton commented:
"2015 saw further improvement in the performance of the
business. Your Board was pleased that First Eastern, our major
shareholder continued to show confidence in the Company and has
increased its shareholding from 52.4% to 56.1%.
We look forward to positive revenue and profit impacts being
generated over time from St Katharine Docks and Victoria Quay, our
first joint project with First Eastern. Victoria Quay has taken
longer than expected to get the necessary approvals but anticipate
that these will be obtained during 2016.
Whilst we are all expecting 2016 to be a volatile year, the
Company is now on a sound footing and we expect CNMI to show
continuing progress."
Enquiries
Camper & Nicholsons Marina Investments
Limited
Sir Christopher Lewinton / Clive Whiley Tel: +44 (0)1481 234460
finnCap
Stuart Andrews / Christopher Raggett Tel: +44 (0)20 7220 0500
CHAIRMAN'S STATEMENT
By Sir Christopher Lewinton, Chairman
The unaudited 5 year table of summary financials on the cover of
this report demonstrates the progress made by the Company since
2011. Further good progress was made during 2015 with increased
revenues in both the marina activities and the consultancy
businesses resulting in continued improved performance of the
Group.
As a result of the progress made at each of our marina
businesses and in the consultancy business, overall trading has
improved over 2014. 2015 Results were as follows:
-- Group revenues, which under IFRS11 exclude revenues from our
two joint ventures IC Cesme Marina and CNFE, increased by EUR1.9
million to EUR9.1 million (2014: EUR7.2 million). The improvement
was generated from operating improvements at each of Grand Harbour
Marina, Port Louis Marina and the Consultancy business with the
latter benefitting from the EUR0.76 million gross termination fee
on the Yas Marina contract. This increase was generated without the
benefit of berth sales although there was an increase in the level
of enquiries in 2015. With just a small increase in cost of sales,
there was a EUR1.8 million improvement in gross profit.
-- Operating expenses, excluding depreciation and exchange
gains, remained tightly controlled with the EUR0.5 million increase
to EUR5.3 million (2014: EUR4.8 million) all generated by the
strength of Sterling and the US Dollar versus the weakness in the
Euro.
-- Group operating profit improved to EUR0.7 million (2014:
EUR0.4 million loss) with the improvement in gross profit partially
offset by the increase in operating expenses and a EUR0.2 million
reduction in the exchange gain on US Dollar deposits held.
-- Performance, at each of the three owned marinas improved with
increased sales and continued cost control resulting in profit
before tax being maintained at EUR0.8 million at Cesme after the
inclusion of EUR0.7 million of fees for the two joint venture
partners (2014: Nil). GHM generated a EUR0.2 million profit before
tax (2014: breakeven) and Port Louis made a EUR0.4 million loss
before tax which represented a EUR0.2 million improvement over
2014.
-- Loss before tax for the Group was reduced to EUR0.5 million
(2014: EUR1.4 million loss). This loss includes EUR0.1 million loss
being our share of the results from our joint ventures, Cesme
(EUR0.3 million profit) and CNFE (EUR0.4 million loss).
-- Net cash flow from operating activities improved by EUR1.5
million to EUR1.6 million with around half of the improvement being
derived from the Yas termination fee.
We helped develop and significantly improved Yas Marina over a
period of 4 years, but, as announced in August, Miral Asset
Management LLC decided to take the management of that marina in
house. In the longer term the Group's revenues will be reduced by
this contract loss but in the short term they were improved by the
contractual gross termination fee of EUR0.76 million which was
invoiced and paid in the second half of 2015.
CNFE, our joint venture in Asia Pacific, was impacted by project
deferrals and contract delays which resulted in total revenues in
2015 of EUR0.2 million (2014: EUR0.2 million). However towards the
end of the year and early in 2016 there was an increase in the
level of activity which we expect to result in an improved
performance. Although the reported economic growth in China has
reduced, it still has a high growth rate on a much larger economic
base. Recent stock market falls have been related to the industrial
sector and less so to the service sector. This has however resulted
in developers considering more sustainable, realistic and sensibly
sized developments which we expect to be beneficial to CNFE.
We have continued to work with our partners Victoria Quay Estate
Limited, in which our major shareholder First Eastern is the lead
investor, and Westcourt Real Estate (Europe) Limited, on the
Victoria Quay development at East Cowes. Whilst we wait for final
reports on the impact of the previously constructed breakwater,
efforts have been focussed on supporting the landside including the
detailed planning required.
As indicated in our 2015 Interim Statement we have been working
closely with a subsidiary of the Blackstone Group on the proposed
redevelopment of St Katharine Docks, the premier London marina. We
are pleased to report that Camper & Nicholsons Marinas Limited
has now agreed terms with the Blackstone Group to oversee the
refurbishment and restoration programme and also to take over the
management and operation of St Katharine Docks which will be
operated under the Camper & Nicholsons brand.
As stated in the Directors' Report last year, although the
Company is not within the FTSE350, the Board has decided to comply
with the provision of the UK Corporate Governance Code principle
B.7 requiring all directors of FTSE 350 companies to be subject to
annual re-election by shareholders. At the AGM in May this year all
six Directors will therefore retire and seek re-election.
Outlook
2015 saw further improvement in the performance of the business.
Your Board was pleased that First Eastern, our major shareholder
continued to show confidence in the Company and has increased its
shareholding from 52.4% to 56.1%.
We look forward to positive revenue and profit impacts being
generated over time, both from St Katharine Docks and Victoria
Quay, our first joint project with First Eastern. Victoria Quay has
taken longer than expected to get the necessary approvals but we
anticipate that these will be obtained during 2016.
Whilst we are all expecting 2016 to be a volatile year, the
Company is now on a sound footing and we expect CNMI to show
continuing progress.
Sir Christopher Lewinton
Chairman
29 March 2016
BUSINESS REVIEW
By Clive Whiley, CEO of Camper & Nicholsons Marinas
Limited
2015 Review
2015 was a watershed year for the business and I am pleased to
report that the legacy issues, apparent upon my appointment in
December 2012 , are now firmly in the rear-view mirror:
-- total revenue, before the impact of IFRS11, returned to above
that of 2012 with 100% being of an operating nature (2012: 29% from
asset disposals);
-- this included record revenues in 2015, from both the marina
operating and management & consultancy activities, representing
a combined 13% CAGR in the three years since 31 Dec 2012;
-- furthermore operating expenses, which were reduced by 18% in
2013, although increasing by 6% per annum in absolute terms since,
have been held at 2013 levels in constant currency terms;
-- as a result EBITDA increased by 84% to EUR2.1 million, up by
some EUR1 million per annum since 2012, although this needs to be
viewed in the context of a 2015 PBT loss of EUR0.4 million (2014:
EUR1.4 million loss);
Strategic Development
Our declared aim has been to adopt a balanced approach to debt
reduction, capital investment and the restoration of shareholder
value where deliberately tight cash flow management, in order to
restrict shareholder dilution to the minimum level, has required a
creative approach in developing both existing and new marina
assets:
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Victoria Quay, East Cowes - following the incorporation of the
investing company, Victoria Quay Estate Limited (VQEL), to the
satisfaction of the Homes and Communities Agency, Camper &
Nicholsons Marinas Limited (CNML) has been retained to work
alongside our landside partners, Westcourt Real Estate (Europe) Ltd
on an exciting new 400 berth marina on the Isle of Wight:
-- this has initially been restricted to completing certain
planning and pre construction works, including assessing the impact
of post breakwater hydrodynamic conditions on the design options
for the harbour layout & infrastructure;
-- it is anticipated that CNML will also be retained as
consultants to oversee the construction of the marina and
subsequently enter into a long-term lease to manage it, subject to
certain rolling rental performance conditions;
The agreement for the development of Victoria Quay remains
subject to the satisfaction of certain conditions including
documentation, funding, planning and building. First Eastern, which
has a 56% shareholding in Camper & Nicholsons Marina
Investments Limited, is the lead investor in VQEL and will be
instrumental in procuring the balance of the development capital
for this GBP50 million project.
Grand Harbour Marina, Malta (GHM) - the latest Maltese
Government-led regeneration of the waterfront, around and adjacent
to the marina, was completed during 2015 with the restoration of
the historic Fort Saint Angelo in time to host the Commonwealth
Heads of Government Conference last November:
-- the results of several years of Government-led multi million
Euro investment are now highly visible and undoubtedly enhance the
GHM experience for boat owners, their guests and crew;
-- in addition permit approval was sought and given for the
construction of a new 130 metre super-yacht berth in the area in
front of Fort St Angelo;
Accordingly we have commenced an internal review of the
development potential of GHM, where we have a decade`s history of
consistently improving marina performance, in a location which we
believe has the potential to be a premium destination of choice for
super yachts.
CNFE
There are encouraging signs that the detailed measures
implemented to support sustainable revenue growth within the
Company's Hong Kong-based Asian joint venture are beginning to bear
fruit and will provide a platform to access the opportunities in
the region over the long term.
Marina Consultancy
We have continued to build our portfolio of marina management
contracts, for which we believe our experience as marina owners,
operators & consultants provides us with a competitive
advantage:
-- in August 2015 Miral Asset Management LLC elected to absorb
the associated business & staff of Yas Marina into their own
operating company. Whilst disappointing, the significant
improvements that we achieved in the operation of Yas Marina since
our appointment in 2011 provide an excellent showpiece for our
capabilities and will bring us new opportunities in the region in
the future;
-- we have worked closely with Blackstone Group to jointly
develop our vision for their refurbished marina at St Katharine
Docks with a view to releasing its potential as a truly
international marina in the centre of London. Our proposed
appointment is for an initial three year term following completion
of the refurbishment of the marina, and fees will be received for
management and branding together with a marina performance
incentive above an agreed EBITDA hurdle;
-- in addition to St Katharine Docks and the anticipated
consultancy revenues from Victoria Quay we continue to undertake
feasibility work on several marinas in Europe, which could, in due
course, lead to additional management contracts thereby enhancing
the predictability of our revenue and cash flows.
Financing
Throughout the year we have sought to improve the operating
balance of the business:
-- debt - Isbank increased their loan to IC Cesme by EUR1.56
million to EUR7.0 million (Group's 45% share, EUR3.15 million) at a
reduced interest rate of Euribor + 4.5% (from Euribor + 5.5%)
repayable in semi-annual instalments ending in July 2022, with the
additional funding to be used for further development of Cesme
marina. This leaves only the GHM Unsecured Bond, repayable in 2020,
on the same terms as in 2012;
-- currency - our efforts to reduce the imbalance in the
currency mix of our revenues with our largely GBP operating
expenses continues with GBP & US$ based external consultancy
fee income likely to increase further in the current year.
Outlook
We are confident that the progress that we have made in building
the core EBITDA from our owned marinas and with new projects
exhibiting, primarily, a UK Sovereign and project management risk
bias, provides us with a strong base for future growth,
particularly as there is evidence that EBITDA streams are being
re-evaluated as liquidity finally returns to the sector.
This more robust earnings stream and increased balance sheet
headroom will allow us to pursue a more expansive development
strategy through the coming year as we seek to harvest the latent
potential within both our new projects and our existing assets.
Operating Performance
Excluding berth sales, as shown in the table below, the combined
revenues of our 3 marinas, GHM, Port Louis and 45% of Cesme,
increased in the year by EUR1 million or nearly 14% with each of
the three marinas contributing to this growth.
Revenues excluding berth 2015 2014 2013 2012 2011
sales EURm
--------------------------- ----- ----- ----- ----- -----
Marina Operating Revenues 8.2 7.2 6.5 6.2 5.1
--------------------------- ----- ----- ----- ----- -----
The market for the sale of superyacht berths has remained
challenging and as shown in the table below in the current
difficult markets, no sales have been achieved during the period
2013 to 2015. However there were an increased number of enquiries
during 2015 which could result in future sales although the timing
and value of these remains difficult to forecast.
EURm 2015 2014 2013 2012 2011
------------------------- ------ ------ ------ ----- -----
Licensing of superyacht
berths - - - 3.2 1.2
------------------------- ------ ------ ------ ----- -----
Revenues from our third party marina services business
(including 50% of the revenues from our Hong Kong based joint
venture, CNFE), increased by EUR0.6 million. The main contributors
were a EUR0.4 million increase in fees from Yas, being the net
impact of the EUR0.8 million termination fee, the contractual fee
reduction and the lost revenues post termination and a EUR0.2
million increase in fees from other clients. A number of
feasibility studies were completed during the year and as with the
work completed for St Katharine Docks some of those could lead to
consultancy work and management opportunities. The business
pipeline remains strong with new opportunities in UK, Europe and
the Caribbean being reviewed. Sales by CNFE remained at EUR0.2
million (our share EUR0.1 million) with the majority relating to
projects in the Peoples Republic of China (PRC). The level of CNFE
sales were again impacted by project delays and extended time
periods required to agree contractual terms. Increased activity
levels in late 2015 on both PRC and non-PRC projects has improved
the pipeline and order-book for CNFE with higher revenue levels
expected in 2016.
EURm 2015 2014 2013 2012 2011
------------------------- ----- ----- ----- ----- -----
Marina Consultancy fees 2.7 2.1 1.5 1.6 0.9
------------------------- ----- ----- ----- ----- -----
As shown in the table below the increased revenues and continued
tight control of costs resulted in a EUR1 million improvement in
EBITDA and a similar reduction in loss before tax.
Summary Group Financials
EURm 2015 2014 2013 2012 2011
Marina operating activities 8.2 7.2 6.5 6.2 5.1
Marina consultancy fees 2.7 2.1 1.5 1.6 0.9
------ ------ ------ ------ -------
Sub total 10.9 9.3 8.0 7.8 6.0
Adjustment for joint ventures* (1.8) (2.1) (2.1) (1.8) (1.3)
------ ------ ------ ------ -------
Total pre licensing of
superyacht berths 9.1 7.2 5.9 6.0 4.7
Licensing of superyacht
berths - - - 3.2 1.2
------ ------ ------ ------ -------
Adjusted Sales Revenues 9.1 7.2 5.9 9.2 5.9
------ ------ ------ ------ -------
Cost of sales (2.4) (2.2) (1.5) (2.1) (1.5)
------ ------ ------ ------ -------
Gross profit 6.7 5.0 4.4 7.1 4.4
Operating expenses (5.4) (4.8) (4.6) (5.9) (5.3)
Exchange 0.2 0.3 (0.1) - 0.1
Strategic review & transaction/one-off
costs - - (0.2) (0.3) (1.3)
------ ------ ------ ------ -------
EBITDA 1.5 0.5 (0.5) 0.9 (2.1)
Depreciation (0.8) (0.8) (0.7) (0.8) (1.0)
Net interest expense (1.1) (1.1) (1.0) (1.2) (1.3)
------ ------ ------ ------ -------
Loss before tax and share
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of Joint ventures (0.4) (1.4) (2.2) (1.1) (4.4)
Share of profits/(losses)
of equity accounted investees (0.1) - (0.2) (0.4) (0.7)
Impairment charge - - - (3.8) (10.0)
------ ------ ------ ------ -------
Group (loss) before tax (0.5) (1.4) (2.4) (5.3) (15.1)
------ ------ ------ ------ -------
* Under IFRS 11, revenues of the Group's two joint ventures, IC
Cesme Marina and CNFE are excluded from the headline figures and
the Group's share of the results of those two businesses is
reported as a single line item, being, 'Share of profits/(losses)
of equity accounted investees'. The EUR0.1 million loss for the
year, all of which was incurred during the first half, includes the
Group's share of the after tax profit at Cesme, EUR0.3 million, and
the loss at CNFE, EUR0.4 million.
The increase in operating costs reflects the adverse impact of
the Sterling/Euro and US Dollar/Euro exchange rates on the Group's
costs in the UK based Consultancy and the Port Louis Marina. At
constant exchange rates the operating costs would be at the same
levels as in 2013 and 2014. Although further reductions were made
in the debt levels and the interest rate on the Scotia Bank loan to
Port Louis Marina was reduced during the year, the net interest
expense remained at EUR1.1 million with a reduced level of interest
income, the higher level of premiums paid on the GHM Bond buybacks
and the adverse impact of the US Dollar/Euro rate on the interest
cost at Port Louis Marina.
Grand Harbour Marina
Annual Results
EURm 2015 2014 2013 2012 2011
Berth Sales - - - 3.1 1.2
Marina operating revenues 3.7 3.4 3.1 2.8 2.5
Total revenues 3.7 3.4 3.1 5.9 3.7
Cost of Sales (0.8) (0.8) (0.7) (1.2) (1.0)
Operating Expenses (1.6) (1.6) (1.5) (2.1) (1.6)
EBITDA 1.3 1.0 0.9 2.6 1.1
PBT 0.2 - (0.1) 1.5 (0.1)
Capital expenditure - 0.1 - 0.3 0.1
In addition to hosting the finish and closing event for the 2015
Baille de Suffren classic yacht race, in July Grand Harbour Marina
(GHM) hosted a christening event for the superyacht sailing classic
127' Atalante. Super yacht visitors in the summer months were below
the record levels seen in 2014 but winter bookings improved year on
year to support an overall increase in berthing revenues.
The latest phase of the Government-led regeneration and
restoration around the marina was completed during 2015 with the
restoration of the historic Fort Saint Angelo which now provides an
appropriate backdrop to the super yacht area of the marina and also
an additional tourist attraction. The new 130 metre super yacht
berth, for which permit approval was given in 2015, if constructed,
will be in the area in front of Fort Saint Angelo. The restoration
work was completed in time for the facilities to be used for the
Commonwealth Heads of Government Conference which took place in
Malta in November. It is expected that future marina related events
will also be held at the Fort so helping to enhance the GHM
experience for boat owners, their guests and crew.
During the year, in accordance with the terms of the Bond issue
made in 2010, GHM placed EUR0.8 million (2014: EUR0.6 million) in
the sinking fund towards repayment of the Bond. Nearly EUR0.8
million of the funds in the sinking fund were utilised to buy back
some of the issued bonds (EUR0.7 million nominal value) thus
reducing future interest costs.
Trading
Sales revenues excluding berth sales increased by nearly 10%
with berthing revenues increasing by 4.5% and utility revenues,
including fuel sales, increasing by over 20%. Since 2011 the
compound growth in revenues, excluding berth sales, has been 10%.
Over the same period the level of operating expenses has remained
at EUR1.6 million resulting in a high proportion of the revenue
increase being reflected in EBITDA. 2015 EBITDA improved to EUR1.3
million an increase of nearly 30% over the prior year. After
finance charges of EUR0.8 million, primarily relating to the Bond
including EUR0.1 million premium paid on completed Bond buybacks
and depreciation of EUR0.3 million, GHM achieved a EUR0.2 million
profit before tax (2014: breakeven) for the first time without
making any berth sales.
GHM handled a number of berth sale enquiries during the year
with sizes ranging from 40m to 110m. Although some of these did not
proceed beyond the initial enquiry a few do remain live and could
result in a sale in a future period.
CBRE valued 100% of GHM at EUR23.1 million as at 31 December
2015 (2014: EUR22.9 million). This valuation compares with the
market capitalisation of GHM on the Malta Stock Exchange on 29
March 2016 of EUR18.0 million.
Cesme Marina
Annual Results (for 100% of the Marina)
EURm 2015 2014 2013 2012 2011
Seaside revenues 3.1 2.8 2.4 2.2 1.4
Landside revenues 2.2 2.0 2.0 1.9 1.5
Total revenues 5.3 4.8 4.4 4.1 2.9
Cost of Sales (0.3) (0.4) (0.4) (0.4) (0.3)
Operating expenses (2.9) (2.2) (2.5) (2.4) (2.2)
EBITDA 2.1 2.2 1.5 1.3 0.4
PBT 0.8 0.8 0.1 (0.3) (1.5)
Capital expenditure 0.1 0.1 0.1 0.6 0.4
Cesme Marina, Turkey, our 45% joint venture with IC Holdings
continued the revenue growth seen in the last 4 years and achieved
the same level of PBT as in 2014 even after including EUR0.7
million (2014: Nil) of operator fees payable to the JV Partners.
Cesme Marina was again involved in the Izmir Autumn and Winter
Trophy races with finishing events held at the marina. Cesme, in
cooperation with Setur Ayvalık Marina, was also involved in the
organisation of the North Aegean Cup and although the race between
Chios and Cesme was cancelled due to bad weather the finishing
party was still held at Cesme. In June, to celebrate the Gallipoli
Centenary, members of the London based Royal Thames Yacht Club held
a 12 day rally and sailed from Canakkale to Cesme with a cocktail
event held at Cesme Marina.
Trading
In 2015 total revenues grew by nearly 10% with increases in both
seaside and landside. Over a 5 year period since 2011, compound
growth in revenues has been in excess of 15% per annum with seaside
revenues growing at over 20% per annum compound and landside at
about 10%. Operating expenses increased by EUR0.7 million but all
of this was accounted for by the operator fees. After net finance
charges and depreciation of EUR0.4 million and EUR0.9 million
respectively, Cesme made a profit before tax of EUR0.8 million
(2014: EUR0.8 million profit). With the level of profitability
achieved during the last two years Cesme has now utilised the
brought forward losses and incurred a EUR0.15 million tax charge in
the year.
The Group's 45% share of Cesme's after tax profits was EUR0.27
million (2014: EUR0.35 million) and this is included within its
total share of losses of equity accounted investees, net of
tax.
Having dredged an inner basin area, 21 additional berths of 6
metres each were brought into use. At the end of 2015, the total
number of annual contracts had increased slightly to 359 (2014: 357
contracts) with additional boats contracted on a seasonal basis.
Although the marina had reached full occupancy in terms of berth
numbers, the opportunity to continue to grow revenues remains as
the marina is only 75% full in terms of berthing area and
management is continuing to try to increase the average size of
boats in the marina through a rigorous renewal process. Although
the Turkish Lira fluctuated in value in the year against the Euro
the average rate only changed by around 4% which had a beneficial
impact on operating expenses but an adverse impact on landside
revenues as in each case some are denominated in Turkish Lira.
Although a number of boat owners did not renew annual contracts in
2015, berth pricing was not a significant factor and management
have recently implemented an average price increase of 5% as annual
contract renewals become due.
The retail properties remained fully occupied during the year
with continued efforts made by management to improve the quality of
the customer offering. As reported last year around 55% of the
landside rental agreements were due for renewal in mid-2015. The
programme for this was executed successfully by the local
management team with the necessary support from our local JV
Partners. This resulted in increased landside rental revenues with
a higher proportion of fixed rents and higher common area charges.
The full year effect of the changes will be seen in 2016.
CBRE valued 100% of Cesme Marina at EUR18.9 million as at 31
December 2015 which is a 4% increase on their EUR18.2 million
valuation as at 31 December 2014.
Port Louis Marina
Annual Results
EURm 2015 2014 2013 2012 2011
Berth Sales - - - 0.1 -
Marina operating revenues 2.1 1.6 1.4 1.6 1.2
Total revenues 2.1 1.6 1.4 1.7 1.2
Cost of sales (0.4) (0.3) (0.3) (0.3) (0.2)
Operating expenses (1.4) (1.2) (1.2) (1.4) (1.3)
EBITDA 0.3 0.1 (0.1) - (0.3)
PBT (0.4) (0.6) (0.8) (0.9)* (1.3)*
Capital expenditure 0.1 0.1 - 0.1 0.3
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* 2012 and 2011 PBT results exclude the EUR3.8 million and EUR10
million impairment charges in those years respectively.
Port Louis Marina continued to host events such as the Grenada
Sailing Week in January and World ARC rally in the early part of
the year in addition to hosting boats for the Spice Island Billfish
tournament. The finish of the second Royal Ocean Racing Club
Transatlantic Race was hosted in Grenada and the organisers and the
Grenada Tourism Authority have agreed to continue with the event
for 2016. The 2015 race was considered a great success and with
favourable wind conditions the transatlantic crossing was completed
in record time. Among notable yachts to visit the marina during
2015 were MV Bystander and SV Velsheda.
Trading
With the benefit of a 20% strengthening of the US Dollar versus
the Euro, the reported marina operating revenues increased by 28%
with a 33% increase in berthing revenues, a 25% increase in utility
and services and a 14% increase in landside revenues. Over a 5 year
period since 2011 compound growth in revenues has been nearly 15%
per annum.
Although expansion of the Mount Cinnamon resort on Grenada has
been announced, the lack of landside development around Port Louis
continues to detract from the marina and impacts on the opportunity
for berth sales with the last completed sale being in 2012. The
conditions for sales will really only improve when there is greater
certainty on the landside development around the marina and an
improvement in general economic conditions.
Operating expenses increased by EUR0.2 million to EUR1.4 million
but all of this change related to the 20% change in the average US
Dollar : Euro exchange rate as compared with last year. With the
increase in revenues and a smaller increase in operating expenses,
Port Louis achieved a EUR0.3 million EBITDA profit (2014: EUR0.1
million). After depreciation and interest charges there was a pre
and post-tax loss of EUR0.4 million (2014: EUR0.6 million loss). As
the Scotia Bank loan had been restructured with a reduced interest
rate from 1 July 2015 and further capital was repaid on the loan,
the net interest cost reduced by nearly EUR0.1 million in spite of
the adverse impact of the exchange rate. Capital expenditure in the
year of EUR0.1 million (2014: EUR0.1 million) related to completion
of dredging work commenced in 2014, improvements to the marina
office and some marina offshore works.
Dream Yacht Charters which has been at Port Louis Marina since
2013 submitted a request to double their number of annual berthing
contracts whilst TUI Marine which has been based at the marina
since 2010 agreed renewal on a 5 year term late in 2015 with 3
additional docks.
CBRE has valued the Port Louis marina at US$20.9 million
(EUR19.2 million) at 31 December 2015, (2014: US$20.9 million,
EUR17.2 million). Using this valuation adjusted by US$1.5 million
for the estimated value of the unused seabed to which CBRE did not
attribute a specific value and after adjusting for other assets and
liabilities, losses and exchange impacts there is a cumulative
negative NAV adjustment of EUR0.1 million.
Third Party Marina Consultancy
(including 50% share of CNFE joint venture)
Annual Results
EURm 2015 2014 2013 2012 2011
External revenues 2.7 2.1 1.5 1.6 0.9
Revenues from owned marinas 1.1 0.6 0.6 0.9 0.9
Revenues from Parent Company 0.4 0.4 0.6 1.0 1.2
------ ------ ------ ------ ------
Total revenues 4.2 3.1 2.7 3.5 3.0
Cost of sales (1.6) (1.5) (1.0) (1.0) (0.8)
Third Party Business operating
costs (1.9) (1.7) (1.5) (2.1) (2.5)
One-off redundancy costs - - (0.2) (0.3) -
Third Party Business operating
costs - CNFE (0.4) (0.3) (0.3) (0.3) -
------ ------ ------ ------ ------
EBITDA 0.3 (0.4) (0.3) (0.2) (0.3)
====== ====== ====== ====== ======
The business provides sales and marketing, technical and
operational services to a range of third party marinas in addition
to our three owned marinas and also services to the parent company,
Camper & Nicholsons Marina Investments Limited. During the
year, in addition to servicing existing third party clients we
started work for several new clients which have potential for
further revenues in the future. There were three significant
developments for the business during 2015:
(i) Having completed a condition report and feasibility study
for improvement works at the marina at St Katharine Docks in London
during the first quarter of the year, since June we have been
providing consultancy services to the marina owner, a subsidiary of
the Blackstone Group in relation to the refurbishment. That work
has continued into 2016 and we have now agreed terms to provide
brand, marketing and marina management support to the refurbished
marina for an initial period of 3 years.
(ii) We have announced previously that First Eastern, the
Company's major shareholder had supported Camper & Nicholsons
Marinas Limited (CNML) and its partner Westcourt Real Estate
(Europe) Ltd (WREE) in the negotiations for the new Victoria Quay
development project at East Cowes on the Isle of Wight. The
investing company for the project, Victoria Quay Estate Limited
(VQEL) was established in the second half of the year with First
Eastern becoming the majority investor. CNML has been retained as a
consultant by VQEL for the construction of the marina and in due
course expects to enter into a long-term marina lease subject to
certain rolling rental performance conditions. CNML worked closely
with WREE and VQEL during 2015 to progress the project but as
funding was not agreed until late in the year our project costs
were expensed as incurred and no revenue has been assumed from this
project in the results reported for 2015.
(iii) In August, Miral Asset Management LLC (Miral) decided to
absorb the business and staff associated with our contract to
manage Yas Marina into their own operating company. Although this
resulted in the loss of revenues from our management fees to Yas
Marina and the recharge of expenses, mainly payroll costs, a gross
one-off contractual termination fee of EUR0.76 million was invoiced
to Miral and paid during the second half of 2015.
The pipeline of opportunities improved during 2015 with 74
enquiries logged during the year as compared with 72, 65 and 26 in
2014, 2013 and 2012 respectively. The quality of the opportunities
in the pipeline also improved and some have already started to
generate revenues in the UK, Europe and the Caribbean.
Figures in the table above include the Group's share (50%) of
the results of Camper & Nicholsons First Eastern (CNFE), our
Asia Pacific joint venture with First Eastern. Although included
above, the Group's share of CNFE's losses are reported as part of a
total share of losses of equity-accounted investees, net of tax in
the Statement of Comprehensive Income. In 2015, the Group's share
of CNFE's losses treated this way is EUR0.4 million (2014: EUR0.3
million loss). Further information on the Group's share of the
results of CNFE is provided in Note 13 to the Financial
Statements.
External revenues generated by CNFE remained at EUR0.2 million
as project delays and contractual issues continued to impact on the
business. 2015 revenues were all generated from projects in the
Peoples Republic of China whilst in the prior year the majority had
been outside of the People's Republic of China.
Total revenues for the year increased by EUR1.1 million with a
EUR0.2 million increase in third party revenues excluding Yas
Marina, the termination fee from Yas partly offset by the loss of
normal fees and recharged expenses to Yas and EUR0.4 million from
the first time inclusion of fees from Cesme Marina which are
expected to return to a normal level of EUR0.2 million in 2016.
Net Asset Value and property valuation
At 31 December 2015 the Group's net assets, on an IFRS basis,
amounted to EUR27.8 million (Dec 2014: EUR27.1 million). Of this
amount, EUR0.5 million related to the minority shareholders in GHM
with EUR27.3 million (Dec 2014: EUR26.7 million) attributable to
the equity shareholders of the Company, which equated to 16.5 cents
(Dec 2014: 16.1 cents) per share on both a basic and diluted basis.
As reported in prior years, these figures do not reflect any
revaluation of the Company's investments in subsidiaries and joint
ventures, since in accordance with our statutory accounting
policies, which conform to the requirements of International
Financial Reporting Standards (IFRS), such investments are
consolidated in the statement of financial position at the book
value of the Group's share of net assets. On a revaluation basis,
the net assets per share were 20.5 cents (Dec 2014: 19.8 cents) on
both a basic and diluted basis.
However, in accordance with the Group's stated valuation policy,
which was set out in its Admission Document, CBRE Limited has
updated its valuations of Cesme Marina, Turkey, Grand Harbour
Marina, Malta and Port Louis Marina, Grenada. The basis on which
these valuations were completed, is explained in the Note at the
end of this report. CBRE's valuations of Cesme, Grand Harbour
Marina and Port Louis Marina, completed in accordance with RICS
Valuation - Professional Standards (2014), are EUR18.9 million,
EUR23.1 million and US$20.9 million (EUR19.2 million) respectively.
Adjusting for debt and other liabilities, and taking into account
the Company's 100% shareholding in Port Louis Marina and 79.2%
shareholding in GHM, which itself owns 45% of Cesme, there is a
cumulative NAV increase of EUR6.6 million equating to an Adjusted
NAV per share of 20.5 cents on both a basic and diluted basis.
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The Company holds some investments, which are accounted for and
valued in currencies other than Euros. In keeping with its stated
policies, it is not intended to hedge the exchange rate risk but,
where possible, the Company's investments and related borrowings
will be in matched currencies.
The NAV, and reconciliation to Adjusted NAV, are summarised in
the table below.
Total Per share
#
(EURm)
(c)
---------------------------- -------------- ----------------
NAV (IFRS) 27.3 16.5
---------------------------- -------------- ----------------
Grand Harbour Marina 5.5 3.3
---------------------------- -------------- ----------------
Cesme Marina, Turkey 1.2 0.8
---------------------------- -------------- ----------------
Port Louis Marina (0.1) (0.1)
---------------------------- -------------- ----------------
NAV (Adjusted) 33.9 20.5
---------------------------- -------------- ----------------
(#) Basic and diluted per share figures are the same as there
are no options outstanding at the reporting date
The year on year reconciliation is shown in the table below:
Total Per share
(EURm) (c) #
--------------------------------------------- -------------- ----------------
Adjusted NAV - 31 December 2014 32.9 19.8
--------------------------------------------- -------------- ----------------
Trading loss (0.8) (0.5)
--------------------------------------------- -------------- ----------------
Valuation adjustments
Grand Harbour Marina 0.4 0.2
Cesme (0.3) (0.1)
Port Louis Marina 0.3 0.2
--------------------------------------------- -------------- ----------------
Exchange gain/(loss) on consolidation
and other changes 1.4 0.9
--------------------------------------------- -------------- ----------------
Adjusted NAV - 31 December 2015 33.9 20.5
--------------------------------------------- -------------- ----------------
(#) Basic and diluted per share figures are the same as there
are no options outstanding at the reporting date
Note concerning Property Valuations
CBRE Ltd is the Company's property valuer and has prepared
valuations for Grand Harbour Marina, Malta, Cesme Marina, Turkey
and Port Louis Marina, Grenada. Further information is set out
below.
Grand Harbour Marina, Malta
The property was initially valued as at 11 June 2007 in
accordance with Royal Institution of Chartered Surveyors Appraisal
and Valuation Standards Fifth Edition (Red Book) in the sum of
EUR23.2 million. The property was valued as a fully operational
business entity with reference to trading potential. The property
is occupied by way of a sub-Emphyteusis agreement granted June 1999
expiring in 2098. The property was valued again in accordance with
the RICS Valuation - Professional Standards January 2014 ("the
Standards") at 31 December 2015 in the sum of EUR23.1 million. We
are in receipt of a valuation report as at 31 December 2015.
Cesme Marina, Turkey
The property was initially valued as at 20 April 2007 in
accordance with Royal Institution of Chartered Surveyors Appraisal
and Valuation Standards, Fifth Edition (Red Book) in the sum of
EUR4.1 million. The property was valued as a fully operational
business entity with reference to trading potential. The property
is occupied by way of a Build Operate and Transfer agreement
expiring after 25 years. On expiry, all interest in the Marina, its
fixtures and fittings will revert to the Turkish Government, free
of consideration or compensation. The property was valued again at
31 December 2015 in accordance with the RICS Valuation -
Professional Standards January 2014 ("the Standards") in the sum of
EUR18.9 million. We are in receipt of a valuation report as at 31
December 2015.
Port Louis Marina, Grenada
The property was initially valued as at 6 December 2007 in
accordance with Royal Institution of Chartered Surveyors Appraisal
and Valuation Standards Fifth Edition (Red Book) in the sum of
$27.3 million (EUR18.7 million). The property and reclaimed land
for development was valued in its then current state with reference
to trading potential. The property is occupied by way of a 99 year
lease from the Government of Grenada which expires in 2105 but is
renewable at that time for a further 99 years. The property was
valued again at 31 December 2015 in accordance with the RICS
Valuation - Professional Standards January 2014 ("the Standards")
in the sum of $20.9 million (EUR19.2 million). We are in receipt of
a valuation report as at 31 December 2015. However as explained in
Note 14 of the Consolidated Financial Statements for the year ended
31 December 2015, although the CBRE valuation is around 5% below
the current book value, the Directors consider that there are signs
that more positive market conditions are returning to both the
region and the marine market generally and that in the medium term
the unused seabed area, for which a value of US$1.5 million was
estimated but to which CBRE did not attribute a specific value, and
super yacht berths are expected to be meaningful contributors to
value.
Independent auditor's report to the members of Camper &
Nicholsons Marina Investments Limited
We have audited the consolidated financial statements (the
"financial statements") of Camper & Nicholsons Marina
Investments Limited (the "Company") together with its subsidiaries,
(together the "Group") for the year ended 31 December 2015, which
comprise the Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Changes in Equity, the Consolidated
Statement of Financial Position, the Consolidated Statement of Cash
Flows, and the related notes. The financial reporting framework
that has been applied in their preparation is applicable law and
International Financial Reporting Standards as issued by the
IASB.
This report is made solely to the Company's members, as a body,
in accordance with section 262 of the Companies (Guernsey) Law,
2008. Our audit work has been undertaken so that we might state to
the Company's members those matters we are required to state to
them in an auditor's report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's
members as a body, for our audit work, for this report, or for the
opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Statement of Directors'
Responsibilities, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give
a true and fair view. Our responsibility is to audit and express an
opinion on the financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the Group's circumstances and have been consistently
applied and adequately disclosed; the reasonableness of significant
accounting estimates made by the Board of Directors; and the
overall presentation of the financial statements. In addition, we
read all the financial and non-financial information in the Annual
Report to identify material inconsistencies with the audited
financial statements and to identify any information that is
apparently materially incorrect based on, or materially
inconsistent with, the knowledge acquired by us in the course of
performing the audit. If we become aware of any apparent material
misstatements or inconsistencies we consider the implications for
our report.
Opinion on financial statements
In our opinion the financial statements:
-- give a true and fair view of the state of the Group's affairs
as at 31 December 2015 and of its loss for the year then ended;
-- are in accordance with International Financial Reporting Standards as issued by the IASB; and
-- comply with the Companies (Guernsey) Law, 2008.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies (Guernsey) Law 2008 requires us to report to
you if, in our opinion:
-- the Company has not kept proper accounting records; or
-- the consolidated financial statements are not in agreement with the accounting records; or
-- we have not received all the information and explanations,
which to the best of our knowledge and belief are necessary for the
purpose of our audit.
KPMG Channel Islands Limited
Guernsey, Channel Islands
Chartered Accountants
29 March 2016
Consolidated Statement of Comprehensive Income
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For the year ended 31 December 2015
Note 2015 2014
EUR000 EUR000
Marina operating activities 5,836 5,049
Licensing of super yacht berths - -
Marina consultancy fees 3,230 2,105
Revenue 9,066 7,154
Cost of sales (2,375) (2,223)
-------- --------
Gross Profit 6,691 4,931
Operating expenses 7 (6,029) (5,293)
Operating profit/(loss) 662 (362)
Finance income 51 130
Finance expense (1,124) (1,199)
(1,073) (1,069)
-------- --------
Share of (losses) / profits
of equity-accounted investees,
net of tax 13 (89) 16
-------- --------
Loss before tax (500) (1,415)
Taxation 10 (270) (173)
Loss for the year from continuing
activities (770) (1,588)
-------- --------
Other comprehensive income
Items that may be reclassified
subsequently to profit or loss:
Net change in fair value reserve - (31)
Foreign exchange reserve 1,441 1,199
-------- --------
Other comprehensive income for
the year 1,441 1,168
-------- --------
Total comprehensive income for
the year 671 (420)
-------- --------
Loss attributable to:
Equity shareholders (812) (1,623)
Non-controlling interest 42 35
Loss for the year (770) (1,588)
-------- --------
Total comprehensive income attributable
to:
Equity shareholders 629 (449)
Non-controlling interest 42 29
-------- --------
Total comprehensive income for
the year 671 (420)
-------- --------
Loss per share (Euro cents)
basic, attributable to equity
shareholders 11 (0.49) (1.05)
-------- --------
diluted, attributable to equity
shareholders 11 (0.49) (1.05)
-------- --------
The accompanying notes (see below) form an integral part of
these consolidated financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2015
Fair Foreign
Issued Retained Value Exchange Non-controlling Total
Capital Earnings Reserve Reserve Total Interests Equity
EUR000 EUR000 EUR000 EUR000 EUR000 EUR000 EUR000
Year Ended 31 December 2014
Balance at 1 January 2014 58,782 (36,888) 25 2,329 24,248 654 24,902
Total comprehensive income
Loss for the year - (1,623) - - (1,623) 35 (1,588)
Other comprehensive income - - (25) 1,199 1,174 (6) 1,168
--------- ---------- ------------- ---------- -------- ---------------- --------
Total comprehensive income - (1,623) (25) 1,199 (449) 29 (420)
--------- ---------- ------------- ---------- -------- ---------------- --------
Transactions with owners of
the Company
Contributions and
distributions
Issue of ordinary shares 2,839 - - - 2,839 - 2,839
Dividend paid to
non-controlling
interest - - - - - (175) (175)
--------- ---------- ------------- ---------- -------- ---------------- --------
Total contributions and
distributions 2,839 - - - 2,839 (175) 2,664
--------- ---------- ------------- ---------- -------- ---------------- --------
Balance at 31 December 2014 61,621 (38,511) - 3,528 26,638 508 27,146
========= ========== ============= ========== ======== ================ ========
Year Ended 31 December 2015
Balance at 1 January 2015 61,621 (38,511) - 3,528 26,638 508 27,146
Total Comprehensive income
for the year
Loss for the year - (812) - - (812) 42 (770)
Other comprehensive income - - - 1,441 1,441 - 1,441
--------- ---------- ------------- ---------- -------- ---------------- --------
Total comprehensive income - (812) - 1,441 629 42 671
--------- ---------- ------------- ---------- -------- ---------------- --------
Transactions with owners of
the Company
Total contributions and
distributions - - - - - - -
--------- ---------- ------------- ---------- -------- ---------------- --------
Balance at 31 December 2015 61,621 (39,323) - 4,969 27,267 550 27,817
========= ========== ============= ========== ======== ================ ========
The accompanying notes (see below) form an integral part of
these consolidated financial statements.
Consolidated Statement of Financial Position
As at 31 December 2015
31 December 31 December
2015 2014
Note EUR000 EUR000
Non current assets
Property, plant and equipment 14 26,618 25,154
Equity accounted investees 13 898 626
Assets held under Trust 15 1,118 1,070
Cash pledges 16 4,008 3,969
Deferred tax asset - 158
Goodwill 17 10,604 10,604
------------
43,246 41,581
------------ ------------
Current assets
Trade and other receivables 18 1,499 1,546
Cash and cash equivalents 19 3,029 4,314
------------
4,528 5,860
------------ ------------
TOTAL ASSETS 47,774 47,441
------------ ------------
Current liabilities
Trade and other payables 20 3,106 2,930
Loans repayable within one
year 22 687 612
------------
3,793 3,542
------------ ------------
TOTAL ASSETS LESS CURRENT
LIABILITIES 43,981 43,899
------------ ------------
Non current liabilities
Loans repayable after more
than one year 22 5,125 5,191
Unsecured 7% Bond 21 10,762 11,393
Other payables 173 169
Deferred tax liability 104 -
------------
16,164 16,753
------------ ------------
NET ASSETS 27,817 27,146
------------ ------------
Equity attributable to equity
shareholders
Issued capital 23 61,621 61,621
Retained earnings (39,323) (38,511)
Foreign exchange reserve 4,969 3,528
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------------
27,267 26,638
Non-controlling interest 25 550 508
------------ ------------
Total equity 27,817 27,146
============ ============
Net assets per share:
Basic, attributable to equity
shareholders 24 16.45c 16.07c
------------ ------------
Diluted, attributable to
equity shareholders 24 16.45c 16.07c
------------ ------------
These consolidated financial statements were approved by the
Board of Directors on 29 March 2016.
Sir C Lewinton, Chairman M Bralsford, Director
The accompanying notes (see below) form an integral part of
these consolidated financial statements.
Consolidated Statement of Cash Flows
For the year end 31 December 2015
Year ended Year ended
31 December
2015 31 December 2014
EUR000 EUR000
Cash flows from operating activities
Loss before taxation (500) (1,415)
Adjusted for:
Finance income (51) (130)
Finance expense 1,124 1,199
Depreciation 862 814
Share of losses / (profits) of
equity accounted investees, net
of tax 89 (16)
Unrealised foreign exchange gain (72) (147)
Realised gain on sale of available
for sale financial assets - (38)
1,452 267
Decrease/(increase) in receivables 128 (283)
Increase in payables 71 112
Income tax (expense) / credit (8) 18
Net cash flows from operating
activities 1,643 114
------------ -----------------
Cash flow from investing activities
Acquisition of property, plant
& equipment (151) (331)
Disposals of property plant and
equipment 1 2
Short term investment in equity
accounted investee (361) -
Interest received 51 130
(Increase) / decrease in pledged
cash (39) 435
Net contribution to Trust to buy
back bonds (48) (216)
Proceeds from sale of available
for sale financial assets - 800
Net cash flows from investing
activities (547) 820
------------ -----------------
Cash flows from financing activities
Proceeds of borrowings 54 49
Proceeds from new share issue - 2,839
Repayment of borrowings (684) (2,487)
Buyback of bonds issued (755) (375)
Dividend paid - (175)
Interest paid (1,068) (1,185)
Net cash flows from financing
activities (2,453) (1,334)
------------ -----------------
Net increase/(decrease) in cash
and cash equivalents (1,357) (400)
Opening cash and cash equivalents 4,314 4,567
Effect of exchange rate fluctuations
on cash held 72 147
Closing cash and cash equivalents 3,029 4,314
============ =================
The accompanying notes (see below) form an integral part of
these consolidated financial statements.
Notes to the consolidated financial statements
For the year ended 31 December 2015
1 Corporate Information
Camper & Nicholsons Marina Investments Limited ("the
Company") is a limited liability company, registered and domiciled
in Guernsey, whose shares are publicly traded on the AIM
Market.
The principal activity of the Company and its subsidiaries and
joint ventures ("the Group") during 2015 was the acquisition,
development, redevelopment and operation of an international
portfolio of both new and existing marinas and related real estate
in the Mediterranean and the United States / Caribbean. The Group
has also continued to develop its third party marina management and
consulting business.
The Consolidated Financial Statements of the Group for the year
ended 31 December 2015 were authorised for issue in accordance with
a resolution of the Directors on 29 March 2016.
2 Basis of preparation
The consolidated financial statements of the Group for the year
to 31 December 2015 have been prepared on a historical cost basis
and are presented in Euro 000s.
Going concern
Having received the EUR0.76 million gross termination payment
from Yas Marina during the last quarter of 2015 and with the
overall improvement in trading performance and, after completing
negotiations with Scotia Bank to reduce by US$0.9 million, the
capital repayments required to be made between June 2016 and
September 2017, the Directors, after making the necessary
enquiries, confirm that they are satisfied that the Company has
adequate resources to continue in business for the foreseeable
future. The Directors believe that it is appropriate to continue to
apply the going concern basis in preparing the consolidated
financial statements.
Statement of compliance
The consolidated financial statements of the Group, which give a
true and fair view, have been prepared in accordance with
International Financial Reporting Standards (IFRS), as issued by
the IASB and are in compliance with The Companies (Guernsey) Law
2008.
Basis of consolidation
The consolidated financial statements comprise the financial
statements of the Group at 31 December each year. The financial
statements of the subsidiaries are prepared for the same reporting
year as the parent company, using consistent accounting
policies.
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group
controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the entity.
The financial statements of subsidiaries are fully consolidated
from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date
that such control ceases.
(ii) Business Combinations
Business combinations are accounted for using the acquisition
method as at the acquisition date, which is the date on which
control is transferred to the Group (see note 2i) The consideration
transferred in the acquisition is generally measured at fair value,
as are the identifiable net assets acquired. Any goodwill that
arises is tested annually for impairment.
The Group's interests in equity accounted investees comprise
interests in two joint ventures.
Significant accounting judgments, estimates and assumptions
The preparation of the consolidated financial statements
requires management to make judgments, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and
liabilities, and the disclosure of contingent liabilities, at the
reporting date. However, uncertainty about these assumptions and
estimates could result in outcomes that could require a material
adjustment to the carrying amount of the asset or liability
affected in the future.
(a) Judgements
Information about critical judgements in applying accounting
policies that have the most significant effect on the amounts
recognised in the consolidated financial statements is included in
Note 4, Revenue recognition.
(b) Assumptions and estimation uncertainties
The key assumptions concerning the future and other key sources
of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year
are: the impairment of non-financial assets, the impairment of
trade receivables, the measurement of fair values and the
recognition of deferred tax assets. The policies adopted for each
of these items are included within the detailed accounting policies
in Note 4.
3 Changes in accounting policies
The Group has applied consistently the accounting policies set
out in Note 4 to all periods presented in these consolidated
financial statements.
4 Summary of significant accounting policies
Goodwill
After initial recognition, goodwill is measured at cost less any
accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the
acquisition date,
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allocated to each of the Group's cash generating units that are
expected to benefit from the synergies of the combination,
irrespective of whether other assets or liabilities of the acquiree
are assigned to those units.
Revenue Recognition
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the Group and the revenue can be
reliably measured. Revenue is measured at the fair value of the
consideration received, excluding discounts, rebates and sales
taxes or duty. The following specific recognition criteria must be
met before revenue is recognised:
Licensing of super yacht berths
Super yacht berths are licensed to berth holders on terms which
transfer substantially all the risks and rewards incidental to
ownership. Revenue from such licensing is recognised in the
statement of comprehensive income on the signing of the licensing
agreements with the berth-holders, on the basis that they give
effect to the sale of the Group's right to the use of such
berths.
Rendering of marina operating activities and consultancy
fees
Revenue from the rendering of marina operating activities and
consultancy fees is recognised when the services have been
delivered. When services are delivered evenly over a period of time
the revenue is recognised pro rata to the time elapsed.
Rental income
Rental income from operating leases is recognised on a straight
line basis over the term of the rental.
Taxation
Current income tax
Current income tax assets and liabilities for the current and
prior periods are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amount are those that are enacted or
substantively enacted by the reporting date.
Deferred income tax
Deferred income tax is provided using the liability method on
temporary differences at the balance sheet date between the tax
bases of assets and liabilities and their carrying amounts for
financial reporting purposes.
Deferred income tax assets and liabilities are recognised for
all taxable temporary differences, except:
- where the deferred tax liability arises from the initial recognition of goodwill, and
- in respect of taxable temporary differences associated with
investments in subsidiaries or joint ventures where the timing of
the reversal of the temporary differences can be controlled and it
is probable that the temporary differences will not reverse in the
foreseeable future.
The carrying amount of deferred income tax assets and
liabilities is reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient taxable
profit will be available to allow all or part of the deferred tax
asset to be utilised.
Deferred income tax assets and liabilities are measured at the
tax rates expected to apply to the year when the asset is realised
or the liability is settled, based on tax rates (and tax laws) that
had been enacted or substantially enacted at the reporting
date.
Deferred tax assets are recognised for all unused tax losses to
the extent that it is probable that taxable profit will be
available against which the losses can be utilised. Significant
management judgment is required to determine the amount of deferred
tax assets that can be recognised, based upon the likely timing and
level of future taxable profits together with future tax planning
strategies.
Deferred tax assets and liabilities are offset, if a legally
enforceable right exists to set off current tax assets against
current income tax liabilities and the deferred taxes relate to the
same taxable entity and the same taxation authority.
Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost less
accumulated depreciation and accumulated impairment losses.
Cost includes expenditure that is directly attributable to the
acquisition of the asset, including interest incurred during the
construction phase.
When parts of an item of property, plant and equipment have
different useful lives, they are accounted for as separate items of
property, plant and equipment. Purchased software that is integral
to the functionality of the related equipment is capitalised as
part of that equipment.
(ii) Subsequent costs
Subsequent expenditure is capitalised only when it is probable
that the future economic benefits associated with the expenditure
will flow to the Group. On-going repairs and maintenance
expenditure is expensed as incurred.
(iii) Long term berth licences
As described above under Revenue recognition, part of the
Group's operating activities involves the licensing of superyacht
berths under finance leases typically for periods of 25-30 years.
The cost of such berths is apportioned between that part
attributable to the initial licensing period, which is recognised
immediately in the consolidated statement of comprehensive income,
and that part (the residual amount)
attributable to the time period which extends beyond the initial
licensing period. The method of cost apportionment used represents
a fair reflection of the pattern of future economic benefits
estimated to accrue from the licensing of such berths. The residual
amount is classified in the consolidated Statement of Financial
Position as 'deferred costs' and included with non-current assets.
(see note 14)
(iv) Depreciation
Items of property, plant and equipment are depreciated on a
straight-line basis over the estimated useful lives of each
component. Leased assets are depreciated over the shorter of the
lease term and their useful lives unless it is reasonably certain
that the Group will obtain ownership by the end of the lease term.
Land is not depreciated.
Items of property, plant and equipment are depreciated from the
date they are installed and are ready for use. Assets in course of
construction are not depreciated.
The estimated useful lives for the current and comparative years
of significant items of property, plant and equipment are as
follows:
Leasehold seabed 99 years
Buildings 10-24 years
Superyacht berths 50 years
Pontoons 25 years
Motor vehicles 5 years
Other equipment 5 years
Depreciation methods, useful lives and residual values are
reviewed at each reporting date and adjusted if appropriate.
In relation to the superyacht berths, depreciation is provided
up to the point when a long term licensing contract is signed, at
which time the carrying amount of such berths is apportioned and
accounted for as explained in (iii) above.
Cash and cash equivalents
Cash and cash equivalents in the consolidated Statement of
Financial Position comprise cash at banks and at hand and short
term deposits with an original maturity of three months or
less.
For the purposes of the consolidated Statement of Cash Flows,
cash and cash equivalents consist of cash and cash equivalents as
defined above, net of outstanding bank overdrafts.
Trade and other receivables
Trade receivables are recognised and carried at the lower of
their original invoiced value and recoverable amount. Where the
time value of money is material, receivables are carried at
amortised cost. Provision is made where there is objective evidence
that the Group will not be able to recover balances in full.
Balances are written off when the probability of recovery is
assessed as being remote.
Trade and other payables
Trade payables are included at the lower of their original
invoiced value and the amount payable.
Interest bearing loans and borrowings
Obligations for loans and borrowings are recognised when the
Group becomes party to the related contracts and are measured
initially at fair value less directly attributable transaction
costs.
After initial recognition interest-bearing loans and borrowings
are subsequently measured at amortised cost using the effective
interest method.
Gains and losses arising on the repurchase, settlement or
otherwise cancellation of liabilities are realised respectively in
finance revenue and finance cost.
Borrowing costs that are not directly attributable to the
acquisition, construction or production of a qualifying asset are
recognised as expense using the effective interest method.
Foreign currency
(i) Foreign currency transactions
The consolidated financial statements are prepared in Euros,
which is the Company's functional and presentational currency.
Transactions in a foreign currency are initially translated into
the functional currency at the exchange rate ruling at the date of
the transaction.
Monetary assets and liabilities denominated in foreign
currencies are retranslated into the functional currency rate at
the rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost
in a foreign currency are translated using the exchange rate as at
the date of the initial transaction.
Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair
value was determined.
All differences are taken to the consolidated Statement of
Comprehensive Income.
(ii) Foreign operations
The assets and liabilities of foreign operations, including
goodwill and fair value adjustments arising on acquisition, are
translated to Euro at exchange rates at the reporting date. The
income and expenses of foreign operations are translated to Euro at
exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other
comprehensive income, and presented in the foreign exchange reserve
in equity. However, if the operation is a non-wholly-owned
subsidiary, then the relevant proportionate share of the
translation difference is allocated to the non-controlling
interests.
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March 30, 2016 02:00 ET (06:00 GMT)
When the settlement of a monetary item receivable from or
payable to a foreign operation is neither planned nor likely in the
foreseeable future, foreign exchange gains and losses arising from
such a monetary item are considered to form part of a net
investment in a foreign operation and are recognised in other
comprehensive income, and presented in the foreign exchange reserve
in equity.
Impairment of non-financial assets
The carrying amounts of the Group's non-financial assets, other
than deferred tax assets, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any
such indication exists, then the asset's recoverable amount is
estimated. Goodwill and indefinite life intangible assets are
tested every six months for impairment and at other times when such
indicators exist. An impairment loss is recognised if the carrying
amount of an asset or cash generating unit (CGU) exceeds its
recoverable amount.
Impairment losses are recognised in the consolidated Statement
of Comprehensive Income. Impairment losses recognised in respect of
CGUs are allocated first to reduce the carrying amount of any
goodwill allocated to the CGU and then to reduce the other assets
in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For
other assets, an impairment loss is reversed only to the extent
that the asset's carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
Impairment of non-derivative financial assets
Financial assets not classified as at fair value through profit
or loss, including interests in equity accounted investees, are
assessed at each reporting date to determine whether there is
objective evidence of impairment which may include default or
delinquency of a debtor, restructuring of amounts due to the Group
on very unfavourable terms, indications that a debtor or issuer
will enter bankruptcy and the disappearance of an active market for
a security.
An impairment loss in respect of an equity-accounted investee is
measured by comparing the recoverable amount of the investment with
its carrying amount. An impairment loss is recognised in profit or
loss, and is reversed if there has been a favourable change in the
estimates used to determine the recoverable amount.
Fair values
The Group uses market observable data as far as possible to
measure the fair value of an asset or a liability. Fair values are
categorised into different levels in a fair value hierarchy as
defined in IFRS13.
Share Capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of ordinary shares are
recognised as a deduction from equity.
Leases
Leases in terms of which the Group assumes substantially all the
risks and rewards of ownership are classified as finance leases.
Other leases are operating leases and not recognised in the
consolidated Statement of Financial Position; lease payments under
operating leases are straight lined across the term of the
lease.
Segment reporting
All operating segments' operating results are reviewed by the
CEO of Camper & Nicholsons Marinas Ltd, the Group's chief
operating decision maker, to make decisions about resources to be
allocated to the segment and assess its performance.
Reported segment results include items directly attributable to
a segment as well as those that can be allocated on a reasonable
basis. Unallocated items comprise mainly corporate assets and
liabilities (primarily Camper & Nicholsons Marina Investments
Limited) and head office expenses.
When trading occurs between segments this is done at current
market prices and revenues are accounted for as if services were
being provided to a third party.
Segment expenditure on non-current assets is the total cost
incurred during the period to acquire property, plant and
equipment, and intangible assets other than goodwill.
Standards issued but not yet effective
A number of new standards and amendments to standards are
effective for annual accounts beginning after 1 January 2015, and
have not been applied in preparing these consolidated financial
statements.
Those which may be relevant to the Group are set out below.
IFRS 9 (Financial Instruments) published in July 2014, replaces
the existing guidance in IAS 39 Financial Instruments Recognition
and Measurement. IFRS 9 includes revised guidance on the
classification and measurement of financial instruments, including
a new expected credit loss model for calculating impairment of
financial assets, and the new general hedge accounting
requirements. It also carries forward the guidance on recognition
and de-recognition of financial instruments from IAS39. IFRS 9 is
effective for annual reporting periods beginning on or after 1
January 2018, with early adoption permitted. The Group is assessing
the potential impact on its consolidated financial statements
resulting from the application of IFRS 9.
IFRS 15 (Revenue from Contracts with Customers) establishes a
comprehensive framework for determining whether, how much and when
revenue is recognised. It replaces existing revenue recognition
guidance, including IAS 18 Revenue, IAS 11 Construction Contracts
and IFRIC 13 Customer Loyalty Programmes. IFRS 15 is effective for
annual reporting periods beginning on or after 1 January 2017 with
early adoption permitted. The Group is assessing the potential
impact on its consolidated financial statements resulting from the
application of IFRS 15.
IFRS 16 (Leases) published in January 2016, replaces the
existing guidance in IAS17 (Leases) and changes fundamentally the
accounting by lessees. It introduces a single, on-balance sheet
accounting model for all leases similar to the current finance
lease accounting. Lessor accounting remains similar with lessors
continuing to classify leases as finance and operating leases.
Sale-and-leaseback is effectively eliminated as an off-balance
sheet financing structure. IFRS 16 is effective for annual
reporting periods beginning on or after 1 January 2019, with early
adoption permitted provided IFRS15 has also been adopted. The Group
is assessing the potential impact on its consolidated financial
statements resulting from the application of IFRS16.
5 Seasonality of operations
Marinas derive their income from several sources some of which
will produce greater revenues during the summer months and while
these seasonally-affected sources are generally relatively small in
relation to the overall level of sales they can make an important
contribution to profitability. The timing of long term berth sales,
which are neither seasonal by nature nor capable of accurate
prediction, can have a more significant impact on the level of both
sales and profits.
6 Segmental Reporting
Under the "management approach" to segmental reporting, the
Company believes there are two separately reportable segments to
its business, Marina operations and Marina consultancy. These two
operating segments are managed separately as they have different
resource and capital requirements. A summary of the business
operations in each of these two operating segments is given
below:
Marina operations: ownership and operation of high quality
marina facilities providing berthing and ancillary services for
yachts and super yachts.
Marina consultancy: provision through multi-year contracts of a
range of services, including consultancy, to third party
marinas.
The results for these two segments for the year ended 31
December 2015 are set out below:-
Marina Marina Parent
Operations Consultancy Company Totals
For the year ended 31 December
2015 EUR000 EUR000 EUR000 EUR000
Revenues from external customers 8,210 3,005 36 11,251
Intersegment revenues - 1,197 313 1,510
----------- ------------ -------- --------
Total including joint ventures 8,210 4,202 349 12,761
Excluding joint venture
impact (2,374) (94) - (2,468)
----------- ------------ -------- --------
Total excluding joint ventures 5,836 4,108 349 10,293
----------- ------------ -------- --------
Revenues from external customers 5,836 3,159 71 9,066
Intersegment revenues - 949 278 1,227
Interest revenue 13 - 38 51
Interest expense (1,124) - - (1,124)
Depreciation & amortisation 805 57 - 862
Reportable segment loss (238) 593 (766) (473)
Share of profits/(losses)
of equity accounted investees 272 (361) - (89)
Total including equity accounted
investees 34 232 (766) (500)
Expenditures for reportable
segment non-current assets 148 4 - 152
For the year ended 31 December
2014
Revenues from external customers 7,215 2,085 35 9,335
Intersegment revenues - 1,032 141 1,173
----------- ------------ -------- --------
Total including joint ventures 7,215 3,117 176 10,508
Excluding joint venture
impact (2,166) (128) - (2,294)
----------- ------------ -------- --------
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Total excluding joint ventures 5,049 2,989 176 8,214
----------- ------------ -------- --------
Revenues from external customers 5,049 2,035 70 7,154
Intersegment revenues - 954 106 1,060
Interest revenue 90 - 40 130
Interest expense (1,199) - - (1,199)
Depreciation & amortisation 724 90 - 814
Reportable segment loss (648) (166) (617) (1,431)
Share of profits/(losses)
of equity accounted investees 355 (339) - 16
Total including equity accounted
investees (293) (505) (617) (1,415)
Expenditures for reportable
segment non-current assets 239 91 - 330
Reconciliation of reportable segment revenues and profit and
loss
31 December 31 December
2015 2014
Revenues EUR000 EUR000
Total revenues for reportable
segments 10,293 8,214
Elimination of inter-segment
revenues (1,227) (1,060)
------------ -------------------
Group revenues 9,066 7,154
------------ -------------------
Profit & Loss
Total profit & loss for
reportable segments (411) (1,431)
Share of profits / (losses) of
equity accounted investees (89) 16
------------ -------------------
Group loss before tax (500) (1,415)
------------ -------------------
Reconciliation of reportable segment assets
and liabilities
Marina Marina Parent
Operations Consultancy Company Totals
As at 31 December 2015 EUR000 EUR000 EUR000 EUR000
Assets for reportable segments 44,391 2,286 38,437 85,114
Investment in and loan to
equity accounted investees 898 - - 898
--------------- ------------ -------- ---------
Total 45,289 2,286 38,437 86,012
--------------- ------------ --------
Less: intercompany loans (36,041)
Less: investments in subsidiaries
net of goodwill (2,197)
---------
Group total assets 47,774
---------
Liabilities for reportable
segments 49,530 2,170 4,298 55,998
--------------- ------------ --------
Less: intercompany loans (36,041)
---------
Group total liabilities 19,957
---------
Group Net Assets 27,817
---------
As at 31 December 2014
Assets for reportable segments 43,220 1,972 39,444 84,636
Investment in and loan to
equity accounted investees 626 - - 626
--------------- ------------ -------- ---------
Total 43,846 1,972 39,444 85,262
--------------- ------------ --------
Less: intercompany loans (35,621)
Less: investments in subsidiaries
net of goodwill (2,200)
---------
Group total assets 47,441
---------
Liabilities for reportable
segments 49,345 2,390 4,181 55,916
--------------- ------------ --------
Less: intercompany loans (35,621)
---------
Group total liabilities 20,295
---------
Group Net Assets 27,146
---------
7 Operating expenses Year ended Year ended
31 December 2015 31 December 2014
Note EUR000 EUR000
Directors' remuneration 8 221 180
Salaries & wages 2,187 1,922
Audit fees 164 168
Rent and rates 509 583
Other general administration
expenses 9 1,747 1,382
Legal & professional and fundraising
fees 223 234
Promotion 294 379
Depreciation 862 814
Exchange differences (178) (369)
----------- ------------------
Total operating expenses 6,029 5,293
=========== ==================
8 Directors' remuneration
Year ended 31 Year ended
December 2015 31 December 2014
EUR000 EUR000
Directors' fees - Parent Company 208 166
Directors' fees - Other Group
Companies 13 14
----------- --------------------
Total 221 180
=========== ====================
9 Other general administration expenses Year ended Year ended
31 December 2015 31 December 2014
EUR000 EUR000
Communications including
travel 206 184
Repairs & maintenance 215 167
Security 87 88
Insurance 189 182
Electricity, water & gas 154 156
Administration fees 71 65
Printing stationery & postage 32 30
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Bank charges 89 90
Bad debt provision 136 4
Bond costs amortisation 51 49
Royalty fees 296 154
Other 221 213
----------------- -----------------
Total 1,747 1,382
================= =================
10 Taxation
10.1 Taxation charge
The parent company, Camper & Nicholsons Marina Investments
Limited is a Guernsey Exempt Company and is therefore not subject
to taxation on its income under the Income Tax (Exempt Bodies)
(Guernsey) Ordinance, 1989. An annual exempt fee of GBP1,200
(2014:GBP600) has been paid. The Group's tax charge during the year
is calculated as shown in the table below. The deferred tax asset
has reduced by EUR158k to EURNil at 31 December 2015 (31 December
2014: EUR158k) with a deferred tax liability of EUR104k at 31
December 2015 (31 December 2014: EURNil). The current year income
tax charge consists predominantly of withholding tax in foreign
jurisdictions. In the prior period the deferred tax charge is
partially offset by a tax credit of EUR18k in a subsidiary (being
interest received following settlement of prior years' tax
accounts).
Year ended Year ended
31 December 2015 31 December 2014
EUR000 EUR000
Income Tax charge / (credit) 8 (18)
Deferred Tax charge 262 191
----------------- -----------------
Total charge 270 173
================= =================
10.2 Reconciliation of taxation charge
A reconciliation between tax expense and the product of
accounting profit multiplied by domestic tax rates in the countries
of operation for the year ended 31 December 2015 is as follows:
Year ended Year ended
31 December 2015 31 December 2014
EUR000 EUR000
Accounting loss before income
tax (411) (1,431)
================= ===================
Income tax (charge)/credit
using the country domestic
rates (236) 68
Tax effect of:
Brought forward losses 135 (12)
Previously unrecognised losses 32 -
Profit on sale of long-term berths taxed
separately - (2)
Expenses not deductible
for income tax (212) (210)
Interest accrued taxable
on receipt 18 13
Losses carried forward - (52)
Withholding tax in foreign
jurisdictions (7) -
Interest received on prior years' tax
settlements - 18
Income tax charge for the
year (270) (173)
================= ===================
11 Earnings per share
Basic earnings per share amounts are calculated by dividing
EUR812k Group net loss (2014: EUR1,623k Group net loss) for the
year attributable to ordinary equity holders of the parent by
165.784 million (2014: 153.949 million) being the weighted average
number of ordinary shares outstanding during the period.
There is no difference between the weighted average number of
shares used to calculate both the basic and diluted earnings per
share because there were no outstanding options for either of the
years ended 31 December 2014 or 31 December 2015.
12 Subsidiaries and Joint Ventures
Country
of % Equity
Activity Incorporation Interest
Subsidiaries
Camper & Nicholsons Marinas
(Malta) Ltd Investment Holding Malta 100.00
Camper & Nicholsons Caribbean
Holdings Ltd Investment Holding Bahamas 100.00
Camper & Nicholsons Grenada
Ltd Property Holding Grenada 100.00
Camper & Nicholsons Grenada
Services Ltd Marina Operator Grenada 100.00
Grand Harbour Marina plc (including
its subsidiary Maris Marine
Limited) Marina Operator Malta 79.17
Group Investment Management
Camper & Nicholsons Marinas and Third Party Marina
International Ltd Management & Consultancy Malta 100.00
Group Investment Management
Camper & Nicholsons Marinas and Third Party Marina
Ltd Management & Consultancy UK 100.00
Jointly Controlled Entities
Camper & Nicholsons First Eastern Third Party Marina
Ltd Management & Consultancy Hong Kong 50.00
IC Cesme Marina Yatirim Turizm
ve Isletmeleri Sirketi Marina Operator Turkey 35.63*
* The Group's subsidiary Grand Harbour Marina plc, owns a 45%
equity interest in IC Cesme Marina.
13 Equity Accounted Investees - Joint ventures
The Group accounts for a 45% interest in IC Cesme Marina Yatirim
Turizm ve Isletmeleri Sirketi ("IC Cesme"), a jointly controlled
entity which operates a marina in Turkey. As at 31 December 2015
the Group had invested EUR1.8 million (31 December 2014: EUR1.8
million) in the equity of IC Cesme.
The Company has a 50% interest in Camper & Nicholsons First
Eastern Limited ("CNFE"), a jointly controlled entity established
during 2011 which is involved in marina management and consultancy
in the Asia Pacific region. The Company agreed to provide funding
of up to US$1.25 million to CNFE over 2 years of which $0.5 million
was to be equity capital with US$0.75 million as shareholder loan.
The equity capital was provided in 2011 and a US$0.3 million
(EUR0.22 million) shareholder loan was provided in July 2013.
Additional funding has been provided by both joint venture partners
by permitting CNFE to take extended credit terms on invoices for
services provided.
2015 2015 2015 2014
IC Cesme CNFE Total Total
Percentage ownership interest 45% 50%
EUR000 EUR000 EUR000 EUR000
Non-current assets 12,618 18 12,636 13,381
Cash and cash equivalents 3,378 114 3,492 2,119
Other current assets 2,301 274 2,575 1,546
Non-current financial liabilities (14,957) (552) (15,509) (13,886)
Current financial liabilities (538) - (538) (1,088)
Other current liabilities (1,633) (1,980) (3,613) (2,750)
Net assets / (net liabilities)
(100%) 1,169 (2,126) (957) (678)
--------- -------- --------- ---------
Group's share of net assets / (net
liabilities) 526 (1,063) (537) (367)
Goodwill 372 - 372 372
Loan to equity accounted investee - 276 276 247
Short term investment in JV - 699 699 338
Exchange - 88 88 36
--------- -------- --------- ---------
Carrying amount of interest in
joint ventures 898 - 898 626
--------- -------- --------- ---------
Revenue 5,275 188 5,463 5,021
Operating expenses (3,212) (916) (4,128) (3,439)
Depreciation and amortisation (867) (2) (869) (818)
Finance revenue 60 8 68 22
Finance costs (503) - (503) (590)
Tax (150) - (150)
-------- ------ -------- --------
Profit/(Loss) and total comprehensive
income (100%) 603 (722) (119) 196
-------- ------ -------- --------
Profit/(Loss) and total comprehensive
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March 30, 2016 02:00 ET (06:00 GMT)
income (Group share) 272 (361) (89) 58
Prior year losses recognised - - - (42)
Group's share of loss and total
comprehensive income 272 (361) (89) 16
-------- ------ -------- --------
As indicated above, CNFE has been allowed to take extended
credit terms on invoices from the two joint venture partners for
services provided. Management believes that the amounts owed to
Group companies should be considered to be a short term investment
in CNFE and as explained in Note 18, EUR699k of the receivables due
from CNFE have been treated in this way. The Company's share of
losses of CNFE have been recognised to the extent of this short
term investment.
Subsequent to the year end, the two joint venture partners have
concluded that, although there is an improvement in the activity
levels at CNFE, it is unlikely that the business will be able to
pay the outstanding amounts in the near future. The partners have
decided therefore that each partner should convert the equivalent
of US$950k of the amounts owed to them into a shareholder loan.
These loans, which will attract interest at a rate of 3% per annum,
will rank as preferred debt of CNFE and will be due for repayment
by March 2018. These shareholder loan arrangements are expected to
be completed in April 2016 and following this each joint venture
partner will have provided funding of US$1.75 million of which
US$0.5 million is equity capital and US$1.25 million as a
shareholder loan.
The lease of Cesme Marina in Turkey is held by IC Cesme Marina
Yatrim Turizm ve Isletmeleri Sirketi, a company in which the
Group's subsidiary, Grand Harbour Marina, has a 45% interest. The
lease is non-cancellable and expires in 2033. The initial annual
rent payable was approximately EUR1 million and this is index
linked in future years in accordance with the Build Operate
Transfer (BOT) contract.
The bank loan was provided by Isbank to IC Cesme in the form of
a Term Facility Agreement ("Term Facility") in the amount of
EUR9.249 million. This loan was repayable in semi-annual
instalments which commenced in December 2011 and had reduced the
outstanding balance to EUR5.44 million at 30 June 2015. In July
2015 negotiations were completed with Isbank to increase the loan
by EUR1.56 million to EUR7.0 million (Group's share EUR3.15
million) with the additional funding to be used for further
development of the marina. At the same time the interest rate on
the loan was reduced to Euribor + 4.5% (previously Euribor + 5.5%)
and repayments will now be made in thirteen equal semi-annual
instalments commencing July 2016 and ending July 2022. In addition
to the Term Facility, Isbank provided a loan in the form of a
General Cash and Non-Cash Credit Agreement (the "Subordinated
Loan") with a maximum facility of EUR10 million of which EUR8.495
million has been drawn down. The Subordinated Loan has been secured
against cash pledges by the shareholders and is repayable
commensurate with the Term Facility. The Isbank loans are
guaranteed by the shareholders as detailed in notes 16 and 26.
14 Property, plant and equipment
Deferred
super Equipment
yacht &
berth office Motor Leasehold
Marina Development costs furniture vehicles Property Total
Cost: EUR000 EUR000 EUR000 EUR000 EUR000 EUR000
Year ended 31 December 2014
At 1 January
2014 29,023 496 1,027 51 49 30,646
Additions 234 - 11 - 85 330
Disposals - - (41) (7) (50) (98)
Exchange to closing
rate 2,473 - 58 5 5 2,541
At 31 December
2014 31,730 496 1,055 49 89 33,419
Year ended 31 December 2015
Additions 75 - 77 - - 152
Disposals - - (140) - - (140)
Exchange to closing
rate 2,705 - 60 4 5 2,774
At 31 December
2015 34,510 496 1,052 53 94 36,205
------------------- --------- ----------- ---------- ---------- -------
Deferred
super Equipment
yacht &
berth office Motor Leasehold
Marina Development costs furniture vehicles Property Total
Depreciation: EUR000 EUR000 EUR000 EUR000 EUR000 EUR000
Year ended 31 December 2014
At 1 January
2014 6,207 5 736 46 21 7,015
Depreciation
charge 659 - 117 5 33 814
Disposals - - (41) (5) (50) (96)
Exchange to closing
rate 489 - 40 3 - 532
At 31 December
2014 7,355 5 852 49 4 8,265
Year ended 31 December 2015
Depreciation
charge 737 - 100 - 25 862
Disposals - - (139) - - (139)
Exchange to closing
rate 553 - 42 4 - 599
At 31 December
2015 8,645 5 855 53 29 9,587
------------------- --------- ----------- ---------- ---------- -------
Net Book Value:
At 31 December
2015 25,865 491 197 - 65 26,618
=================== ========= =========== ========== ========== =======
At 31 December
2014 24,375 491 203 - 85 25,154
=================== ========= =========== ========== ========== =======
During 2015, trading performance at the Port Louis Marina
continued to improve with EBITDA doubled to US$0.4 million (EUR0.34
million) in spite of the generally weak regional economic
conditions and a continued lack of berth sales. In spite of this
marina performance remains below the performance levels previously
expected. CBRE Ltd have completed their annual valuation and have
applied a discount rate of 9% (2014: 12%) and an exit multiple of
12.5x (2014: 10x) to their forecast of the cash flows for the
marina excluding the superyacht berths. As last year they have
applied a bulk valuation approach for the unsold superyacht dock
area of 11,415 square metres but in addition have also applied a
bulk valuation to the other superyacht berth area of 5,355 square
metres. Having considered the improved trading results but also the
low levels of superyacht berth sales, the continued slow take up of
annual berthing contracts and the generally weak economic climate,
CBRE have maintained their valuation of the asset at 31 December
2015 at US$20.9 million (2014: US$20.9 million) or EUR19.2 million
(2014: EUR17.2 million). This valuation is US$1.0 million (2014:
US$1.5 million) below the US$21.9 million (2014: US$22.4 million)
carrying value of the asset and is therefore considered to be an
indicator of possible impairment of value.
When considering the value of the marina at the end of 2014, the
Directors reviewed the CBRE valuation carefully and noted that it
did not attribute a specific value to the 20,000 square metres of
unutilised seabed for which there is planning permission to install
additional berthing. Based on the cost originally attributed to the
whole seabed area of around 50,000 square metres and after
considering the overall decrease in the value of the marina since
acquisition it was estimated that the unused seabed area had a
value of around US$1.5 million (EUR1.2 million). The Directors have
again reviewed the CBRE valuation as at 31 December 2015 and
maintain the view that the unused seabed area has a value of US$1.5
million (EUR1.4 million).
Although the CBRE valuation is around 5% below the current book
value, primarily due to using a bulk valuation of the superyacht
dock water area that is based on a price that is less than 50% of
the current list price and the lack of a specific value being
attributed to the unused seabed, the Directors maintain their
belief that there are signs that more positive market conditions
have and are continuing to return to both the region and the marine
market generally and that in the medium term consider the unused
seabed area and berths will be meaningful contributors to value.
They remain confident that Port Louis Marina remains a sound long
term investment and based on this, the financial statements for
2015 include no impairment charge (2014: Nil).
15 Assets held under Trust
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In accordance with the terms of the Trust Deed for Grand Harbour
Marina plc's ("GHM") unsecured 7% Bond, GHM is required to
establish a sinking fund to support repayment of the Bond in 2020.
During the year, GHM transferred EUR803k to the Trustees and, as
shown in the table below, some of this was used to buy back some of
the 7% Bond. The re-purchased bonds were cancelled and may not be
re-issued or re-sold.
31 December 31 December
2015 2014
EUR000 EUR000
Balance at start of year 1,070 854
Transfers to Trustees 803 591
Buy back of 7% Bond (755) ( 375)
Balance at end of year 1,118 1,070
============ ============
The nominal value of bonds bought back was EUR682k (2014:
EUR349k) with total costs and premium paid of EUR73k (2014:
EUR26k).
16 Cash pledges
31 December 31 December
2015 2014
EUR000 EUR000
Isbank cash pledge 4,008 3,969
============ ============
As detailed in Note 13, the subordinated loan provided by Isbank
to IC Cesme is secured against cash pledges made by the IC Cesme
Marina shareholders. The Company's interest in IC Cesme Marina was
sold to Grand Harbour Marina plc ("GHM") in March 2011. Part of the
contractual terms of the sale required GHM to take over the
Company's obligations to Isbank. At 31 December 2015 the Group's
share of the cash pledge amounted to EUR4,008k (31 December 2014:
EUR3,969k) including interest added of EUR171k (31 December 2014:
EUR132k). This continued to be held in the Company's name but in
line with the terms of the sale agreement, GHM has lodged an
equivalent sum with the Company in anticipation of Isbank agreeing
to substitute GHM for the Company in relation to the banking
arrangements for IC Cesme.
17 Goodwill
Goodwill arises from the following acquisitions:
31 December 2015 31 December 2014
Group share
of fair
value of
assets /
Acquisition (liabilities)
Cost acquired Goodwill Goodwill
EUR000 EUR000 EUR000 EUR000
Grand Harbour Marina
plc 11,168 1,835 9,333 9,333
Camper & Nicholsons
Marinas International
Ltd 1,271 1,271
10,604 10,604
========= =================
The Company commissions annual professional valuations of the
marinas in which it has a financial interest and reviews the
carrying value of marina related goodwill by reference to those
valuations. A valuation of Grand Harbour Marina was carried out as
at 31 December 2015 by the specialist leisure consultancy team of
CBRE Limited, the Company's independent property valuer. Having
reviewed this valuation and completed a value in use assessment,
the Directors have concluded that no adjustment to the carrying
value of goodwill was necessary at 31 December 2015.
The goodwill relating to Camper & Nicholsons Marinas
International Ltd arose originally on Camper & Nicholsons
Marina Holdings ("CNMH") of which it was a wholly owned subsidiary.
As reported previously CNMH has been dissolved and Camper &
Nicholsons Marinas International Ltd is a wholly owned subsidiary
of the Company. In relation to Camper & Nicholsons Marinas
International Ltd, management has considered the performance of the
business since the cost reductions completed during 2013, and the
forecast performance of the business in 2016. As this is a
specialist business there are no recent transactions or listed
businesses that are truly comparable. However management has used
businesses with similar characteristics in estimating an
appropriate EBITDA multiple range. Using the lower end of this
range of multiples, the estimated value of the business is in
excess of the carrying value of the business assets including the
goodwill of EUR1.3 million and no impairment of goodwill is
considered necessary.
18 Trade and other receivables
31 December 2015 31 December 2014
EUR000 EUR000
Trade receivables 1,017 1,090
Taxation recoverable 19 27
Other receivables 93 137
Prepayments and accrued income 370 292
1,499 1,546
================= =================
Trade receivables are non-interest bearing and are generally on
30-90 days terms.
At 31 December 2015 a total of EUR818k (2014: EUR534k) was owed
to Group companies by the Group's 50:50 joint venture with First
Eastern, Camper & Nicholsons First Eastern ("CNFE"). As at 31
December 2015, EUR699k (2014: EUR338k) was considered to be a short
term investment in the joint venture as detailed in note 13. The
trade receivables figure above includes EUR119k (2014: EUR196k)
owed to the Group by CNFE.
As at 31 December 2015 the ageing analysis of trade receivables
was as follows:
31 December 2015 31 December 2014
EUR000 EUR000
Neither past due nor impaired 138 110
Past due but not impaired:
Less than 30 days 139 174
Between 30 and 60 days 183 267
Between 60 and 90 days 224 151
Between 90 and 120 days 121 102
Greater than 120 days 212 286
Past due and impaired:
Less than 120 days 1 -
Greater than 120 days 301 160
Less impairment (302) (160)
1,017 1,090
================= =================
19 Cash and cash equivalents
31 December 2015 31 December 2014
EUR000 EUR000
Cash and cash equivalents comprise the
following:-
Cash at bank and in hand 1,729 1,669
Short term deposits 1,300 2,645
3,029 4,314
================= =================
20 Trade and other payables
31 December 2015 31 December 2014
EUR000 EUR000
Trade payables 147 358
Other payables 256 201
Accrued expenses 1,740 1,595
Deferred revenue 963 776
3,106 2,930
================= =================
Trade payables are non-interest bearing and are normally settled
on 30-90 day terms.
21 Unsecured Bond Issue
During the period ended 31 December 2010, Grand Harbour Marina
plc ("GHM") issued EUR10 million bonds, with an over-allotment
option of EUR2 million bearing an interest rate of 7%, redeemable
on 25 February 2020 and subject to an early redemption option that
may be exercised by GHM between 2017 and 2020.
As at 31 December 2015 the outstanding balance related to these
bonds was EUR10,762k (31 December 2014: EUR11,393k) which can be
analysed as shown in the table below:
31 December 2015 31 December 2014
EUR000 EUR000
Opening balance 11,393 11,693
Amortisation of transaction
costs 51 49
Buyback of bonds (682) (349)
Balance at year end 10,762 11,393
================= =================
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As indicated in Note 15 the Trustees utilised some of the cash
transferred to the Sinking Fund to purchase in the market some of
the Bonds in issue. The re-purchased bonds have been cancelled.
22 Interest bearing loans and deposits
31 December 2015 31 December 2014
EUR000 EUR000
Scotia Bank Loan B - 611
Scotia Bank Loan C 5,808 5,191
----------------- -----------------
Total Bank Loans 5,808 5,802
Bank Overdrafts 4 1
----------------- -----------------
5,812 5,803
Unsecured 7% Bond (Note 21) 10,762 11,393
Total Loans 16,574 17,196
----------------- -----------------
Repayable within one year 687 612
Repayable after more than one
year 15,887 16,584
----------------- -----------------
16,574 17,196
================= =================
Interest Interest
Rate at Rate at
31 December 31 December Due Due Due 2019-
2015 2014 2016 Due 2017 2018 2020 Total
% % EUR000 EUR000 EUR000 EUR000 EUR000
Scotia Bank n/a 5.70% - - - - -
Loan B
Scotia Bank
Loan C 3.41% 5.70% 683 911 1,253 2,961 5,808
Bank overdraft 4.85% 4.85% 4 - - - 4
Unsecured 7%
Bond 7.00% 7.00% - - - 10,762 10,762
Total 687 911 1,253 13,723 16,574
======= ========= ======= ========== =======
Information on the maturity profiles of the loans is given in
Note 30.
Security:
The Scotia Bank loan in respect of Camper & Nicholsons
Grenada Limited ("CNGL") is secured by:
- First ranking and continuing sum Demand Mortgage Debenture
stamped for US$15 million or equivalent charge over the fixed
assets, goodwill, and uncalled capital of the borrower and a
floating charge over all other assets.
At 31 December 2014 the loan was shown in two parts as Scotia
Bank Loan B and Loan C to reflect the different repayment profiles
following the amendment to the loan agreement completed in June
2014.
Scotia Bank Loan B, originally for US$7.5 million, on which the
interest rate was fixed at 5.7% was previously subject to bullet
repayment of the full amount in June 2015. The loan was re-profiled
during June 2014 with a partial repayment due by June 2015 with the
balance, referred to as Loan C, payable in instalments commencing
in June 2016 with the final balance due in June 2019. As at 31
December 2015 the outstanding balance on loan B had been reduced to
Nil (31 December 2014: EUR0.6 million). At 31 December 2015 the
interest rate on loan C was at a floating rate of Libor+3% (31
December 2014: fixed rate of 5.7%).
Subsequent to the year-end, negotiations were completed with
Scotia Bank to reduce, by US$0.9 million, the capital repayments
required to be made between June 2016 and 2017. If this change had
been reflected in the figures above the repayment amounts due on
Scotia Bank Loan C would have been shown as, 2016: EUR273k, 2017:
EUR501k, 2018: EUR1,253k and 2019-2020: EUR3,781k with the total
amount remaining unchanged at EUR5,808k.
The bank overdraft in respect of Grand Harbour Marina plc
("GHM") is secured by:
- a first general hypothec for EUR1,747k on overdraft basis over
all assets, present and future given by Grand Harbour Marina plc;
and
- a first special hypothec for EUR1,747k on overdraft basis over
the temporary utile dominium for 99 years commencing from 2 June
1999 over the land measuring 1,410 square metres at Cottonera
Waterfront Vittoriosa.
Details of the Grand Harbour Marina 7% unsecured bond are given
in Note 21.
23 Share Capital Authorised Issued & Fully Paid
2015 2014
Ordinary shares of no par
value (000) Unlimited 165,784 165,784
The share capital is shown in the consolidated Statement of
Financial Position net of issue costs of EUR2,883k (2014:
EUR2,883k). As reported last year, in June 2014 the Company raised
EUR2,994k (pre costs), EUR2,839k net of costs, from the issue of 24
million new Ordinary shares at a price of 10 pence (Sterling) per
share.
24 Net asset value per share
The calculation of basic net asset value per share as at 31
December 2015 is based on net assets of EUR27,267k (2014:
EUR26,638k) attributable to the equity shareholders, divided by the
165,784k (2014: 165,784k) ordinary shares in issue at that date. As
there were no options outstanding at 31 December 2015 the basic and
diluted net asset value per share are the same.
25 Non-controlling interest
The non-controlling interest is all attributable to the 20.83%
non-controlling shareholding in Grand Harbour Marina plc ("GHM"),
the Group's Maltese subsidiary which owns a 45% interest in IC
Cesme Marina Yatirim Turizm ve Isletmeleri Sirketi, in Turkey.
The following is summarised financial information for the GHM
subgroup, prepared in accordance with IFRS, modified for fair value
adjustments on acquisition and differences in the Group's
accounting policies. The information is before inter-company
eliminations with other companies in the Group.
2015 2014
EUR000 EUR000
Revenues 3,727 3,405
Profit 202 170
--------- ---------
Profit attributable to non-controlling
interest 42 35
--------- ---------
Other comprehensive income - (31)
--------- ---------
Total comprehensive income 202 139
--------- ---------
Total comprehensive income attributable
to non-controlling interest 42 29
--------- ---------
Current assets 2,827 3,038
Non-current assets 13,383 13,524
Current liabilities (2,380) (2,393)
Non-current liabilities (10,866) (11,393)
--------- ---------
Net assets 2,964 2,776
--------- ---------
Net assets attributable to non-controlling
interest 550 508
--------- ---------
Cash flows from operating activities 827 1,379
Cash flows from investing activities (68) 498
Cash flows from financing activities (1,165) (2,046)
--------- ---------
Net decrease in cash and cash equivalents (406) (169)
--------- ---------
Dividends paid to non-controlling interest
during the year - (175)
--------- ---------
26 Commitments and contingencies
Operating lease commitments - Group as lessee
The Group carries on business from three marinas and three
office premises all of which are held under non-cancellable
operating leases. Rentals, excluding those related to IC Cesme
Marina which is not consolidated on a line by line basis, are
payable as follows:
2015 2014
EUR000 EUR000 EUR000 EUR000
Minimum Maximum Minimum Maximum
Less than one year 483 864 458 840
Between one and five years 1,776 3,303 1,831 3,358
More than 5 years 5,417 9,542 6,336 11,903
-------------- -------------- -------------- --------------
Total 7,676 13,709 8,625 16,101
============== ============== ============== ==============
The marina leases have (a) 84 years and (b) 91 years unexpired
at 31 December 2015. In respect of lease (a) the Group has the
option to terminate in 2033 and in respect of lease (b) the
original term can be extended for a further 99 years. The rent
payable under lease (a) is based on a percentage of turnover,
subject to defined minimum and maximum levels and under lease (b)
the rent is dependent upon the square footage brought into use.
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The office premises' leases range in length between 5 and 25
years and the rents are reviewable periodically to prevailing
market rates. The unexpired periods of these leases at 31 December
2015 were between 3 and 15 years. The Group ceased to occupy one of
the offices during 2012 and this was sublet at a small premium for
five years from February 2013 with a three year break clause, which
has not been exercised.
Finance lease commitments - Group as lessor
The Group has granted a number of licences ranging in duration
from 25 to 45 years in respect of berths at Grand Harbour Marina.
The licence fees payable for the berth are accounted for in the
year of sale and consequently there is no future licence fee
income. Licensees are required to pay annual service charges to
defray the costs of maintenance of the berths. Because all amounts
receivable under long term licences are collected at the outset of
the contract, the Group's gross and net investment in finance
leases is zero.
Capital commitments
At 31 December 2015, the Group had contracted capital
commitments of EURNil (2014: EUR61k).
Contingent liabilities
The Group had the following contingencies at 31 December
2015:
The Group's joint venture, IC Cesme, is disputing a claim by the
District Governorship of Cesme that the landside tenants/subtenants
in Cesme should pay to the Governorship a charge of 1% on the
annual revenues from 2010 to 2015 and in future years. This charge
would ultimately be the responsibility of IC Cesme in the event
that the Governorship's claim is successful and the
tenants/subtenants do not make the payment. The Board of Directors
of IC Cesme Marina believes that this claim is contrary to the
signed agreements and in this regard has initiated a legal case. As
at 31 December 2015, the potential claim would amount to EUR727k
(2014: EUR624k) with the Group's 45% share being EUR327k (2014:
EUR281k) if IC Cesme had to make payment in full.
IC Cesme, is also disputing a claim and lawsuit by the Izmir Tax
Inspection Board that it has incorrectly calculated the useful
lives of certain assets and therefore the depreciation charge for
the years between 2010 and 2013 resulting in a claim for payment of
EUR207k tax, including a EUR124k penalty. The Board of Directors of
IC Cesme having consulted the company's Attorney believe that the
lawsuit will be cancelled in a subsequent period, however, in the
event that it was not cancelled and IC Cesme lost the lawsuit, it
would result in a liability of EUR207k (2014: Nil) with the Group's
45% share being EUR93k (2014: Nil).
Litigation and claims
At 31 December 2015, other than the two items noted above, there
were no material claims against the Group or litigation issues with
which the Group was involved.
Guarantees
The Company and Camper & Nicholsons Grenada Services
Limited, a subsidiary, have each provided an unlimited guarantee in
favour of The Bank of Nova Scotia in support of a loan facility
provided to Camper & Nicholsons Grenada Limited.
The Company currently acts as a guarantor and sponsor of IC
Cesme's repayment obligations under the Term Facility and the
Subordinated Loan to the extent of 45% of any non-payment. As part
of the contractual arrangements for the sale of the Company's
interest in IC Cesme to GHM, GHM has agreed to become guarantor in
place of the Company but the legal formalities relating to this
substitution had not been completed at the reporting date. GHM has
indemnified the Company against any loss arising. The Group's
potential liability at 31 December 2015 was EUR6,973k (2014:
EUR6,516k).
Grand Harbour Marina plc, a subsidiary, has provided a guarantee
in respect of a performance bond amounting to EUR35k (2014:
EUR35k).
Trade Mark Licence
The Company has an exclusive, perpetual, global licence to use
the Camper & Nicholsons brand and related trademarks in
connection with marinas and marina related services and is liable
to pay a royalty of, generally, 1.5% of the marina related turnover
of entities licensed to use the brand and of 1.5% of fees earned
from marina related consultancy services provided to third party
clients, subject to a minimum annual payment of EUR125k (base year
2009) rising annually in line with RPI (UK).
27 Related party transactions
27.1 Transactions with key management personnel
Information on Directors' Emoluments, the key terms of their
contracts and their interests in the shares of the Company is given
in the Directors' Report.
27.2 Administration and support services provided by Y Lee Limited
During the year, Y Lee Limited charged EUR62k (2014: EUR56k) to
Camper & Nicholsons Marinas Limited for providing the services
of Clive Whiley as CEO. At 31 December 2015 EURNil (2014: EURNil)
was due to Y Lee Limited.
27.3 Office Rental agreement with Evolution Securities China Limited
When Camper & Nicholsons Marinas Limited moved offices in
October 2014 it agreed to share the office space with Evolution
Securities China Limited, a Company which, like Camper &
Nicholsons Marina Investments Limited, is majority owned by First
Eastern. During the year EUR46k (2014: EUR7k) was charged to
Evolution Securities China Limited for the provision of office
space. At 31 December 2015 EURNil (2014: EURNil) was due to Camper
& Nicholsons Marinas Limited.
28 Financial Instruments
The fair values of financial assets and financial liabilities,
together with the carrying amounts, as at 31 December 2015 and 31
December 2014, in the consolidated statement of financial position,
are as follows.
31 December 2015 31 December 2014
Carrying Fair Value Carrying Fair Value
Amount Amount
EUR000 EUR000 EUR000 EUR000
Financial assets not measured at
Fair Value
Trade and Other Receivables 1,499 1,499 1,545 1,545
Cash and Cash equivalents 3,029 3,029 4,314 4,314
Assets held under Trust
(Note 15) 1,118 1,118 1,070 1,070
Cash pledges 4,008 4,008 3,969 3,969
Financial liabilities not measured
at Fair Value
Fixed rate borrowings - - (5,801) (5,935)
Other Loans and Borrowings (5,812) (5,812) (1) (1)
Unsecured 7% Bond (10,762) (11,792) (11,393) (12,758)
Trade and Other liabilities (3,106) (3,106) (2,930) (2,930)
Other payables (277) (277) (169) (169)
The Unsecured 7% Bond is a financial instrument that is quoted
on the Malta Stock Exchange albeit that the market for the Bond is
considered to be illiquid. The fair value of the bonds in issue at
31 December 2015, as shown above, is based on the trading price
existing at the balance sheet date of EUR107.5 (2014: EUR109.5) per
EUR100 nominal value.
As explained in Note 22 the loan from Scotia Bank was
re-profiled during 2014 and with effect from 1 July 2015 the
interest rate on the loan was based on Libor+3% instead of being a
5.7% fixed rate.
29 Financial risk management objectives and policies
The Group holds cash and liquid resources, bank and other loans
as well as debtors and creditors arising from its operations.
The main risks arising from the Group's financial instruments
and its fixed assets are market price risk, credit risk, liquidity
risk, exchange rate risk and interest rate risk. The directors
regularly review and agree policies for managing these risks and
these are summarised as follows:
Market price risk
The Group's exposure to market price risk relates mainly to
changes in the value of its marina assets. Marinas and marina
related real estate are inherently difficult to value due to the
individual nature and particular characteristics of each property.
As a result, professional valuations are subject to uncertainty and
there can be no assurance that estimates resulting from the
valuation process will reflect the actual sale price achievable in
the marketplace.
The market value of the Group's marinas may be affected by
general economic conditions, including changes in interest rates
and inflation, by conditions and pricing within the markets in
which the Group operates. It may also be affected by changes in the
political and economic climate in the countries or regions within
which the Group's assets are situated.
Operating income and capital values may also be affected by
other factors specific to the marina industry such as competition
from other marina owners, the perceptions of berth holders (and
prospective berth holders) of the attractiveness, convenience and
safety of marinas, and increases in operating costs such as labour,
maintenance and insurance etc.
The Directors monitor market value by having annual valuations
carried out by CBRE Limited.
Credit risk
Credit risk is the risk that an issuer or counterparty will be
unable or unwilling to meet a commitment that it has entered into
with the Group. The nature of the Group's business is such that the
amount of credit extended to individual external customers is small
in order that significant concentrations of credit risk within the
Group can be avoided. Whilst developing the Camper & Nicholsons
First Eastern ("CNFE") business however the two partners have
allowed the joint venture to take extended credit on amounts due
and at 31 December 2015, EUR818k (2014: EUR534k) was due to Group
companies from CNFE. As explained in Note 18, at 31 December 2015,
EUR699k (2014: EUR338k) is considered to be a short term investment
in the joint venture.
Liquidity risk
Liquidity risk is the risk the Group will encounter in realising
assets or otherwise raising funds to meet financial commitments.
Investments in marinas and marina related real estate are
relatively illiquid.
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Management monitor the Group's cash flow requirements on a
weekly basis to ensure there is sufficient cash on demand to meet
capital expenditure commitments and expected operational expenses,
including the servicing of financial obligations; this excludes the
potential impact of circumstances that cannot reasonably be
predicted.
Interest rate risk
The Group's exposure to market risk for changes in interest
rates relates primarily to the Group's cash deposits and to its
bank and other borrowings. In respect of cash balances, the Group's
strategy is to maximise the amount of cash held on interest bearing
accounts and to ensure that those accounts attract a competitive
interest rate.
The Group may be exposed to the risk of interest rate
fluctuations as borrowings may be obtained on either floating or
fixed interest rate terms. It is the Group's policy not to hedge
against interest rate risks.
Increases in interest rates may increase the costs of the
Group's borrowings, in particular on floating interest rate loans
and may have an adverse effect on the Group.
Exchange rate risk
The Group makes investments in currencies other than Euros, the
base currency of the Company. The Company's net asset value is
reported in Euros. Changes in the rates of exchange may have an
affect on the value, price or income of such investments. A change
in foreign currency exchange rates may impact returns on the
Group's non-Euro denominated investments. The Group intends to
incur borrowings of up to 100% of the Company's net asset value
and, where possible, it will mitigate the exchange rate risk by
matching the investment and borrowing currencies.
Capital management
The Board's policy is to maintain a strong capital base so as to
maintain investor, creditor and market confidence and to sustain
future development of the business. Equity consists of share
capital and retained earnings. The Board of Directors monitors the
return on capital, which the Company defines as the profit for the
year divided by total shareholders' equity.
30 Financial instruments
30.1 Credit risk
The carrying amount of financial assets represents the maximum
credit exposure. The maximum credit exposure to credit risk at the
reporting date was:
Carrying amount
31 December
31 December 2015 2014
EUR000 EUR000
Trade receivables 1,017 1,090
Other receivables 112 164
Cash Pledge 4,008 3,969
Assets held under Trust 1,118 1,070
Cash and cash equivalents 3,029 4,314
9,284 10,607
================= ============
Cash and cash equivalents represents funds deposited with
several major Banks, the most significant being; HSBC, Bank of
Valletta and Scotia Bank which are rated BBB+ to AA- based on Fitch
Agency ratings .
The maximum exposure to credit risk for trade receivables at the
reporting date by type of customer was:-
Carrying amount
31 December2014
31 December 2015
EUR000 EUR000
Individual 196 166
Legal entities 923 950
Agents 200 134
1,319 1,250
Amounts provided for (302) (160)
Carrying amount 1,017 1,090
===================== ==========
Information relating to the ageing of receivables at the
reporting date and associated impairment is provided in note
18.
30.2 Liquidity risk
The following are the contractual maturities of financial
liabilities, including estimated interest payments:
Financial Contractual
Liabilities Carrying Cash 6 Months 6 - 12 1 - 2 3 - 5 6-8
Amount Flows or less Months Years Years Years
31 December
2015 EUR000 EUR000 EUR000 EUR000 EUR000 EUR000 EUR000
Scotia Bank
loan 5,808 (6,393) (329) (553) (1,084) (4,427) -
7% Bond Issue 10,762 (14,425) (384) (384) (768) (12,889) -
Bank overdraft 4 (4) (4) - - - -
Accounts payable 147 (147) (147) - - - -
--------- ------------ --------- -------- -------- --------- ---------
16,721 (20,969) (864) (937) (1,852) (17,316) -
========= ============ ========= ======== ======== ========= =========
31 December
2014
Scotia Bank
loan 5,802 (5,974) (176) (86) (784) (4,928) -
7% Bond Issue 11,393 (16,137) (408) (408) (815) (2,447) (12,059)
Bank overdraft 1 (1) (1) - - - -
Accounts payable 358 (358) (358) - - - -
17,554 (22,470) (943) (494) (1,599) (7,375) (12,059)
========= ============ ========= ======== ======== ========= =========
As detailed in Note 22 the Scotia Bank loan at 31 December 2014
was subject to a fixed interest rate of 5.7%. Following the
re-profiling completed during 2014 this converted to a floating
rate of Libor plus 3% with effect from 1 July 2015.
As indicated in Note 22, subsequent to the year-end negotiations
were completed with Scotia Bank to reduce, by US$0.9 million, the
capital repayments required to be made between June 2016 and 2017.
If this change had been reflected in the figures above the total
contractual cash outflow on the Scotia Bank loan would have
increased to EUR6,460k with EUR191k within 6 months, EUR282k in the
6 to 12 month period, EUR691k in the 1 to 2 year period and
EUR5,296k in the 3 to 5 years period.
30.3 Exposure to interest rate risk
The Group is subject to changes in base interest rates as may be
announced by the European Central Bank from time to time and to
changes in the market rates for LIBOR. Based on the gross value of
loans outstanding as at 31 December 2015 that are subject to
variable interest rates, an increase of 100 bps (2014: 100bps)
would reduce profit before tax by EUR86k (2014: EUR26k). Similarly
a reduction of 100bps (2014: 100bps) on all of the Group's
borrowings subject to variable interest rates would increase profit
before tax by EUR86k (2014: EUR26k).
30.4 Exposure to currency risk
The Company's exposure to foreign currency risk at 31 December
was as follows, based on notional amounts:
EUR000 based on year end
exchange rates 31 December 2015 31 December 2014
Cash at bank
GB Pounds 487 253
US Dollars 224 1,046
EC Dollars 190 135
Trade receivables
GB Pounds 830 665
EC Dollars 99 195
Borrowings
US Dollars 5,808 5,801
Exchange Rate to Euro Table
The following significant exchange rates versus the Euro applied
during the year:
Currency Average rate Year end rate
2015 2014 2015 2014
GB Pounds 1.3778 1.2405 1.3624 1.2839
US Dollars 0.9013 0.7527 0.9185 0.8237
EC Dollars 0.3317 0.2773 0.3374 0.3015
Turkish Lira 0.3305 0.3441 0.3147 0.3545
Sensitivity analysis
A 10 percent strengthening of the Euro against the year end rate
for the following currencies at 31 December would have
increased/(decreased) equity by the amounts shown below whilst a 10
per cent strengthening of the average Euro rate during the year
would have increased/(decreased) profit or loss by the amounts
shown below. This analysis assumes that all other variables, in
particular interest rates remain constant. The analysis is
performed on the same basis for 2014.
31 December 31 December
2015 2014
------------------- -------------------
Profit Profit
Equity or Loss Equity or Loss
EUR000 EUR000 EUR000 EUR000
GB Pounds (145) 228 (50) 237
US Dollars (1,511) 7 (1,406) 34
Turkish Lira (61) 131 (37) 112
A 10 percent weakening of the Euro against the year-end rates
and average rates would have had the equal but opposite effect on
the above currencies to the amounts shown above, on the basis that
all other variables remain constant.
31 Substantial shareholdings
(MORE TO FOLLOW) Dow Jones Newswires
March 30, 2016 02:00 ET (06:00 GMT)
As at 2 March 2016 the Directors had been notified, or were
aware, of the following holdings representing more than 3 per cent
of the Company's issued share capital:
% held
First Eastern (Holdings) Ltd 31.05%
FE Marina Investments Ltd 25.00%
Richard Griffiths 13.50%
Henderson Global Investors Ltd 4.84%
Martin Bralsford 3.53%
Overseas Asset Management (Cayman)
Ltd 3.43%
Deutsche Asset & Wealth Management 3.39%
Sir Christopher Lewinton 3.13%
Included in the holding for Martin Bralsford are 1,300,000
ordinary shares (0.78% of the issued share capital) owned by Dirac
Ltd, a company incorporated in Jersey, of which Mr Bralsford is the
sole Director and beneficiary.
32 Post balance sheet events
Except for the changes in the repayment terms for the Scotia
Bank loan, referred to in notes 22 and 30, there were no material
subsequent events between the end of the reporting period and the
date of
signing of these consolidated financial statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR EANDNADPKEFF
(END) Dow Jones Newswires
March 30, 2016 02:00 ET (06:00 GMT)
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