RNS Number:5749G
Luminar Group Holdings PLC
30 October 2007
Luminar Group Holdings plc
Condensed consolidated financial information for the half year ended
30 August 2007
Further progress on delivery of strategy and financial effectiveness
Luminar operates high quality destination nightclubs predominately under the
brands of Oceana, Liquid, Lava & Ignite and Life.
Half year ended Half year ended Growth /
30 August 2007 31 August 2006 (reduction)
Continuing operations:
Revenue #m (100 units) 99.3 95.9 3.5%
Like-for-like dancing (81 units) 4.1% - -
Like-for-like branded dancing (42 units) 13.4% - -
PBT*^(#m) 12.6 8.1 55.6%
PBT*(#m) 8.9 7.2 23.6%
EBITDA^(#m) 26.6 21.7 22.6%
PAT*(#m) 7.9 4.9 61.2%
EPS* 11.5p 6.7p 71.6%
Total operations (continuing and discontinued):
PAT*(#m) 6.8 7.7 (11.7%)
EPS* 9.9p 10.6p (6.6%)
* Includes loss from associate of #1.9m (2006: #nil)
^Pre-exceptional items
Highlights
> Excellent progress made towards achieving the Board's objective of creating
a focused business of 120, predominately branded, high quality venues
during 2009:
- As at 30 August 2007, the portfolio consisted of 112 venues
(47 branded, 41 unbranded, 24 non-core)
- 3 branded openings and 10 refurbishments during the half year
(6 branded, 4 unbranded), 1 new brandable unit acquired
- 5 further branded openings and 5 refurbishments planned for the
second half of the year, of which 2 branded units are already
open and 4 refurbishments have been completed. A further
brandable unit has been acquired since the half year end.
> Improving financial and operational effectiveness:
- Dancing admissions up 7.6%
- Central costs reduction from total operations pre-exceptional
items of #3.1m in the last 6 months
- Cost per square foot reduced to #115 for Oceana (2006: #119)
and #99 for Liquid (2006: #103)
- Cumulative returns on Oceana and Liquid are in excess of our
25% target
> Return of capital and dividend
- #77.1m of cash returned to shareholders from the share buy-back
programme (#36.3m) and Scheme of Arrangement (#40.8m)
- Over #200m of distributable reserves created in holding company
- Increased interim dividend proposed, up 10% at 5.37p per share
(2006: 4.88p per share)
- New, enhanced banking arrangements agreed and in place
> Current trading
- Dancing Division like-for-like sales up 1.8% in the first
8 weeks of the second half of the year
- Branded dancing like-for-like sales up 11.8% in the first
8 weeks of the second half of the year
Stephen Thomas, Chief Executive, said:
"We are delighted we are progressing strongly to achieving our strategy of 120
nightclubs, 80 of which will be branded. We will therefore continue to invest
in our business, deliver excellent performance and grow shareholder returns.
We are well prepared for the important forthcoming trading periods. We are
confident of delivering further progress during the current year."
30 October 2007
Enquiries
Luminar Group Holdings plc
Stephen Thomas, Chief Executive Tel: 020 7457 2020 (today)
Nick Beighton, Finance Director Tel: 01908 544100 (thereafter)
College Hill
Matthew Smallwood Tel: 020 7457 2020
Interim management report
Luminar Group Holdings plc today presents its unaudited results for the half
year ended 30 August 2007.
Strategy
The Group's strategy of strengthening its leading position in the late night
market is on track and remains unchanged: high quality, predominately branded,
destination nightclubs providing a differentiated product that dominates its
local trading environment and allows the business to continue to prosper through
a period of regulatory change. Going forward, approximately 70% of dancing units
will be branded and we anticipate hitting this target, as well as operating
around 120 units, during 2009.
As at 30 August 2007, the Group operated 47 (excluding 4 units closed for
refurbishment at the half year) branded dancing units, which accounted for 55.8%
of total revenue, and included three branded openings which occurred during the
half year. In addition, the Group operated a further 41 unbranded units,
bringing the total number of dancing units to 88.
The future composition of the Group's business is planned to be as follows:
Segments March 2007 August 2007 Strategy Future
Units Units Units
Dancing 93 88 Brand approximately 70% as 120
core brands (Oceana, Liquid,
Lava & Ignite)
Non-core 29 24 Realise value from combining -
or disposing
Total units 122 112 120
Note: A more detailed reconciliation is included as Appendix 1 to this financial information
Results and performance
Comparative income statement and cash flow information has been reclassified at
the balance sheet date to reflect the composition of the operations and their
segments as at these dates.
The total revenue and profitability generated by the Group is detailed below:
Units Revenue EBITDA * PBT **
30 August 2007 2006 % change 2007 2006 % change 2007 2006 % change
2007
Number #m #m #m #m #m #m
Continuing 100 99.3 95.9 3.5 26.6 21.7 22.6 12.6 8.1 55.6
Discontinued 12 1.3 54.7 n/a (0.5) 10.2 n/a (0.5) 9.8 n/a
Total
operations 112 100.6 150.6 n/a 26.1 31.9 n/a 12.1 17.9 n/a
*Pre-exceptional items and loss from associate
** Pre-exceptional items
Revenue from continuing operations was up #3.4m (or 3.5%) to #99.3m (2006:
#95.9m), with like-for-like sales from continuing operations up 3.8% compared to
the prior year.
Gross margin from continuing operations was 70 basis points lower than the prior
year at 83.5% (2006: 84.2%) due to tactical promotional investments made to
drive admissions during the quieter summer months of July and August. Pricing
has now returned to normal.
Continuing administrative expenses from trading operations pre-exceptional items
were #67.1m (2006: #69.2m), down #2.1m, or 3.0%, on the prior year. These
expenses included #6.4m of central costs, which have reduced by 25.6% in
relation to the comparative period (2006: #8.6m).
The Group remains focused on reducing the central cost base from #21.4m,
reported in the year ended 2 March 2006, by #6.0m over 3 years. In the 12
months ended 1 March 2007 central costs from continuing and discontinued
operations pre-exceptional items were reduced by #2.6m. In the last 6 months, a
further reduction of #3.1m was achieved, #2.2m within continuing operations.
These savings have been achieved through tighter financial efficiency and the
sale of the Entertainment Division.
Earnings before interest, tax, depreciation and amortisation (EBITDA) from
continuing operations pre-exceptional items and the loss from associate were
#26.6m, up #4.9m (2006: #21.7m), an increase of 22.6%. EBITDA from total
operations pre-exceptional items and before the loss from associate was down
#5.8m to #26.1m (2006: #31.9m) as a result of a #10.7m reduction in EBITDA from
discontinued operations pre-exceptional items, due to disposals.
Net finance costs (excluding exceptional finance costs) relating to continuing
operations were #2.1m less than the prior year at #1.3m (2006: #3.4m), as a
result of lower average net debt levels.
Total profit before tax pre-exceptional items and loss from associate was #14.0m
(2006: #17.9m), #3.9m lower than the prior year due to disposals. Total profit
before tax pre-exceptional items and post loss from associate was #12.1m (2006:
#17.9m). Profit before tax from continuing operations pre-exceptional items was
up 55.6% to #12.6m (2006: #8.1m), and profit before tax from discontinued
operations pre-exceptional items has reduced to #0.5m loss (2006: #9.8m profit).
Profit before tax pre-exceptional items from continuing operations was boosted
by #2.2m from a reduction in central costs and #2.1m from lower net finance
costs.
During the half year, a tax charge of #1.0m (2006: #2.3m) was recognised against
a continuing profit before taxation post-exceptional items, but pre-loss from
associate figure, of #10.8m (2006: #7.2m). This gives an effective rate of 9.3%
(2006: 31.9%), which was lower than the rate in the comparative period,
principally due to a #2.2m provision release in the half year, following
management's reassessment of the likely outcome of open tax filings in relation
to prior years. The post-tax loss from associate is shown within one line on
the face of the income statement, and hence has been excluded from the effective
rate calculation.
Basic earnings per share from continuing operations pre-exceptional items and
loss from associate was up 7.4p per share, 92.5%, to 15.4p per share (2006: 8.0p
per share). This has been boosted by improved after tax earnings and share
buy-backs.
During the half year the Group recognised exceptional items from continuing
operations before taxation of #3.7m (2006: #0.9m). These items related to the
ongoing trading operations of the Group (2007: #2.3m, 2006: #0.9m), the closure
of properties which have arisen primarily as a result of the Group's rebranding
strategy and the resultant exit from non-core operations (2007: #0.9m, 2006:
#nil), and the write-off of the unamortised issue costs on the previous bank
facility (2007: #0.5m, 2006: #nil). An impairment provision of #1.5m (2006:
#nil) has been recognised against trading units to impair their carrying value
down to their value in use, whilst the development plans for these units was
still to be decided. #0.8m (2006: #0.9m) of reorganisation costs have been
incurred in relation to the Scheme of Arrangement. A net charge of #0.9m (2006:
#nil) was also recognised for onerous lease commitments relating to the closure
of properties.
Profit before tax from continuing operations post-exceptional items was up 23.6%
to #8.9m (2006: #7.2m). Basic earnings per share from continuing operations
post-exceptional items was up 71.6% to 11.5p per share (2006: 6.7p per share).
During the half year the Group recognised a non-cash loss of #1.9m in relation
to its share of the associate's loss after tax. This relates to Luminar's 49%
holding in The 3D Entertainment Group Limited ("3DE"), which currently consists
of 90 trading units and seven closed units. This loss was due to accelerated
development and investment activity; this is a rephasing of the investment
originally planned. The activity involved 34 units in the associate's estate,
resulting in increased closure costs for many of the units. Luminar's equity
share of the investment was #28.4m at 30 August 2007. The investments made by
the Board of 3DE are achieving solid returns that are aimed at improving ongoing
EBITDA.
The smoking ban came into force in England in July 2007. Whilst it is still
very early to draw definite conclusions, our experience to date suggests that
there has been only a marginal impact on sales within the Dancing Division post
the smoking ban. However, weaknesses have been seen in the unbrandable units
following the implementation of the smoking ban. Luminar's approach has been to
ensure that all of the units, wherever possible, have smoking terraces or areas
accessible from within the venues, together with scenting machines fitted to the
air-conditioning units. To date the Group has completed the roll out of the
scenting machines, but are yet to find a suitable smoking solution for eleven
units.
Segmental review
The performance of each business division within continuing operations is set
out below:
Units Revenue Revenue per unit Profit / (loss) from Profit / (loss)
operations * from operations
per unit *
30 August 2007 2006 2007 2006 2007 2006 2007 2006
2007
Number #m #m #'000 #'000 #m % #m % #'000 #'000
Dancing 88 90.4 82.4 1,027 936 22.3 24.7 18.0 21.8 253 205
Non-core 12 8.9 13.5 742 1,125 (0.1) (1.1) 2.1 15.6 (8) 175
Continuing
operations* 100 99.3 95.9 993 959 22.2 22.4 20.1 21.0 222 201
*Pre-exceptional items, central costs, net finance costs, loss from associate and tax
Dancing
During the half year the Group continued to transform its underlying business to
a more focused branded destination dancing business.
Continuing sales have been driven by increases in dancing sales, with branded
dancing admissions up 22.1% on the prior year. Continuing sales from dancing
units totalled #90.4m (2006: #82.4m), an increase of 9.7%, with continuing sales
from branded dancing units totalling #56.1m (2006: #45.3m), an increase of
23.8%. Like-for-like sales across the Dancing Division were up 4.1%, with an
increase of 13.4% for the branded dancing units. Like-for-like sales for the
Oceana, Liquid and Lava & Ignite brands were up 5.3%, 23.4% and 2.6%
respectively.
Continuing sales from unbranded units have reduced by 7.5% to #34.3m (2006:
#37.1m), and continuing like-for-like sales have reduced by 7.0%.
During the half year there were nine branded openings being three rebrands and
six refurbishments, bringing the branded portfolio at 30 August 2007 to 47
units, consisting of nine Oceanas, eight Lava Ignites (excluding two units in
development), 28 Liquids (excluding two units in development) and two Life
clubs. One unbranded unit in Exeter was acquired during the half year for
#2.2m. A reconciliation of the unit movements since 1 March 2007 is included in
Appendix 1 to this financial information.
Since 30 August 2007, a further two units have been rebranded (into one Oceana
and one Liquid) and four branded units have been refurbished. An additional
unbranded unit was acquired in Swindon in the second half of the year for #0.6m.
During the half year, the cost per square foot has reduced from #119 to #115 for
Oceanas, and from #103 to #99 for Liquids.
Profit from dancing units pre-exceptional items was #22.3m (2006: #18.0m).
Operating margin has improved to 24.7% of revenue (2006: 21.8%) due to tighter
control over operating costs.
EBITDA from continuing operations pre-exceptional items for the Dancing Division
was up #5.5m to #31.0m (2006: #25.5m), an increase of 21.6%.
Non-core
The non-core units reported within continuing operations include seven trading
units and five closed units. A further twelve closed units were reported within
discontinued operations, since these units are held for sale.
During the half year five non-core units were disposed of (including one lease
assignment) for net sale proceeds of #5.5m, resulting in a profit on disposal of
#0.1m. An additional unit, which was being sub-let, was surrendered back to the
landlord for a #0.2m surrender premium, generating a #0.2m loss on disposal.
Subsequent to the half year end, two non-core units which were held for sale
have been disposed of for #1.3m, generating a profit on disposal of #0.1m.
Sales from the Non-core Division were down #4.6m to #8.9m (2006: #13.5m),
however continuing like-for-like sales were up 0.4%. The loss from non-core
units pre-exceptional items was #0.1m (2006: profit #2.1m). This division
carries the closure costs for units in development.
Cash flow and net debt
Cash flow from operating activities for the half year was #14.8m (2006: #24.3m),
with #15.3m (2006: #15.7m) relating to continuing operations. Capital
expenditure on property, plant and equipment and intangible assets during the
half year amounted to #21.9m (2006: #25.9m). As at 30 August 2007, the Group
had commitments to purchase property, plant and equipment of #5.9m (2006:
#7.4m).
During the half year the Group renegotiated new banking facilities in order to
benefit from more competitive rates as a result of its improved credit profile
following the disposal of the Entertainment Division and other non-core units,
and to facilitate the ongoing capital restructuring of the Group. A new #175.0m
facility is now in place of which #100.0m had been drawn down at the half year
end and used, in part, to repay the outstanding debt of #90.0m on the previous
facility. Issue costs of #0.5m are being amortised over the term of the
facility of five years. Subsequent to the half year end, an additional #40.0m
of the facility has been drawn down to fund the majority of the return of
capital to shareholders of #40.8m.
During the half year, payments totalling #14.9m were made to buy-back shares in
the market. This related to #13.4m (including transaction costs) of purchases
in the half year and #1.5m for prior year commitments. This reduction in share
capital, along with the increase in net debt, is in line with the Group's
strategy of improving financial effectiveness and achieving an optimal debt to
equity ratio.
Purchases of shares totalling #2.7m were also made by the Luminar plc Employee
Trust, in order to hedge the cash cost of options against future increases in
the share price.
At 30 August 2007, the level of net debt was #97.8m (31 August 2006: #118.9m).
Financial risk management
With the uncertainty surrounding the debt markets, the Board has reviewed its
financial risk strategy. As a result, since the half year end the Group has
increased the level of hedging by entering into a five year fixed rate swap for
#50.0m and a seven year fixed rate swap for #40.0m. The purpose of this is to
deliver certainty of interest cash flows over the duration of the bank facility.
Share buy-backs
The Board has continued its share buy-back programme with the buy-back of
1,815,422 shares for #13.3m during the half year. This represents 2.5% of the
issued share capital at 2 March 2006, a time before any share buy-backs had been
made. This brings the total number of shares bought back between May 2006 and
August 2007 to 5,180,967 shares for #36.3m, 7.4% of the issued share capital at
2 March 2006. Following the successful implementation of the Scheme of
Arrangement, the Company has sufficient reserves to continue with the share
buy-back programme in line with the capital structure parameters previously set
out.
Dividend
During the half year, the final dividend for the year ended 1 March 2007 of
#8.5m was paid.
The Board has proposed an interim dividend of 5.37p per share, which is an
increase of 10% from the prior year interim dividend (2006: 4.88p per share).
The final dividend to be proposed and paid is expected to bring a dividend cover
of two times the total dividend for the year.
Current trading and outlook
Trading since the half year end has continued to be encouraging, in line with
the Board's expectations. The Board is pleased to report that sales in the
Dancing Division for the 8 weeks to 25 October 2007 are up by 1.8%. Branded
dancing like-for-like sales are up by 11.8%.
Gross margins have been restored in the first 8 weeks of the second half as
predicted. The Group is well prepared for the important forthcoming trading
periods and the Board is confident of delivering further progress during the
current year.
Management and Board
On 8 August 2007 after three years as a Non-Executive Director and Chairman of
the Audit Committee, Martin Gatto stepped down from the Luminar Board. He has
been succeeded by John Jackson as Chairman of the Audit Committee.
The Board wishes to thank Martin for his contribution to the Group and his
valuable input to the Board.
Group restructure
On 19 October 2007 Luminar Group Holdings plc replaced Luminar plc as the listed
holding company for the Group and undertook a Scheme of Arrangement in order to
create sufficient distributable reserves to facilitate its plans for returning
cash to shareholders now and in the foreseeable future. Following the change,
distributable reserves of over #200.0m have been created in the company accounts
of Luminar Group Holdings plc, after returning #40.8m to shareholders this week
under the scheme announced on 4 September 2007.
A proforma Luminar Group Holdings plc balance sheet post return of cash to
shareholders and changes to the capital structure has been shown as Appendix 2
to this financial information to illustrate the impact of the Scheme of
Arrangement on the capital structure of the Group.
Related parties
Related party transactions are disclosed in note 16 of this financial
information.
Principal risks and uncertainties
The principal risks that could affect the Group's business in the remaining six
months of the financial year are summarised below. Further details of the
Group's risk profile analysis can be found in the 2007 Annual Report.
Economic downturn
The Group is competing for a share of the disposable income of its target
consumers so revenue would be vulnerable to the impact of any economic downturn.
Current planning assumes no significant downturn for the foreseeable future.
Seasonality and weather
The number of admissions in the Group's venues is considerably increased during
holiday periods, especially Christmas and New Year, and over bank holiday
periods. Similarly the admissions and revenue levels are generally lower in the
early months of the calendar year and over the summer, compared to during the
autumn and spring periods. The Group's revenues can also be adversely impacted
by extremes of weather conditions, which could deter consumers from visiting the
Group's venues. Current planning assumes average seasonal weather conditions.
Interest rate risk
Interest rate risk is being partly managed through swapping between floating
rate debt and fixed rate debt. This is being achieved through the purchase of a
#50.0m five year fixed rate swap and a #40.0m seven year fixed rate swap.
Forward looking statement
Certain statements in this consolidated financial information for the half year
ended 30 August 2007 are forward-looking. Although the Group believes that the
expectations reflected in these forward-looking statements are reasonable, we
can give no assurance that these expectations will prove to have been correct.
Because these statements involve risks and uncertainties, actual results may
differ materially from those expressed or implied by these forward-looking
statements.
We undertake no obligation to update any forward-looking statements whether as a
result of new information, future events or otherwise.
Luminar Group Holdings plc
Luminar House
Deltic Avenue
Rooksley
Milton Keynes, Bucks
MK13 8LW
By order of the Board,
Stephen Thomas Nick Beighton
29 October 2007 29 October 2007
Chief Executive Finance Director
Statement of Directors' responsibilities
The Directors' confirm that this condensed financial information has been
prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by
the European Union, and that the interim management report herein includes a
fair review of the information required by DTR 4.2.7 and DTR 4.2.8.
The Directors of Luminar Group Holdings plc are listed in the Luminar plc Annual
Report for the year ended 1 March 2007, with the exception of Martin Gatto, who
retired on 8 August 2007. A list of current directors is maintained on the
Luminar Group Holdings plc website: www.luminar.co.uk.
By order of the Board
Stephen Thomas Nick Beighton
29 October 2007 29 October 2007
Chief Executive Finance Director
Independent review report to Luminar Group Holdings plc
Introduction
We have been instructed by the Company to review the condensed consolidated
financial information for the half year ended 30 August 2007 which comprises the
Consolidated Income Statement, the Consolidated Balance Sheet, the Consolidated
Cash Flow Statement, the Net Debt Statement, the Consolidated Statement of
Changes in Shareholders' Equity, and the notes to the condensed consolidated
financial information. We have read the other information contained in the
condensed consolidated financial information for the half year ended 30 August
2007 and considered whether it contains any apparent misstatements or material
inconsistencies with the condensed consolidated financial information. The
other information does not include the appendices to the condensed consolidated
financial information for the half year ended 30 August 2007.
Directors' responsibilities
The condensed consolidated financial information for the half year ended 30
August 2007 is the responsibility of, and has been approved by, the Directors.
The Directors are responsible for preparing the condensed consolidated financial
information in accordance with the Disclosure and Transparency Rules of the
United Kingdom's Financial Services Authority.
As disclosed in note 2, the annual financial statements of Luminar Group
Holdings plc are prepared in accordance with IFRSs as adopted by the European
Union. The condensed consolidated financial information for the half year ended
30 August 2007 has been prepared in accordance with International Accounting
Standard 34, Interim Financial Reporting, as adopted by the European Union.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board for use in the United Kingdom. A review
consists principally of making enquiries of Group management and applying
analytical procedures to the financial information and underlying financial data
and, based thereon, assessing whether the disclosed accounting policies have
been applied. A review excludes audit procedures such as tests of controls and
verification of assets, liabilities and transactions. It is substantially less
in scope than an audit and therefore provides a lower level of assurance.
Accordingly we do not express an audit opinion on the condensed set of financial
statements. This report, including the conclusion, has been prepared for and
only for the company for the purpose of the Disclosure and Transparency Rules of
the Financial Services Authority and for no other purpose. We do not, in
producing this report, accept or assume responsibility for any other purpose or
to any other person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the condensed consolidated financial information for the half
year ended 30 August 2007.
PricewaterhouseCoopers LLP
Chartered Accountants
London
29 October 2007
Notes:
(a) The maintenance and integrity of the Luminar Group Holdings plc website is
the responsibility of the directors; the work carried out by the auditors does
not involve consideration of these matters and, accordingly, the auditors accept
no responsibility for any changes that may have occurred to the interim report
since it was initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation and
dissemination of financial information may differ from legislation in other
jurisdictions.
Consolidated Income Statement
for the half year ended 30 August 2007
Half year ended 30 August 2007 Half year ended 31 August 2006 Year ended 1 March 2007
(unaudited) (unaudited) (audited)
Pre- Exceptional Total Pre- Exceptional Total Pre- Exceptional Total
exceptional items exceptional items exceptional items
items (note 9) items (note 9) items (note 9)
Note #m #m #m #m #m #m #m #m #m
Continuing
operations
Revenue 4 99.3 - 99.3 95.9 - 95.9 202.9 - 202.9
Cost of sales (16.4) - (16.4) (15.2) - (15.2) (31.2) - (31.2)
Gross profit 82.9 - 82.9 80.7 - 80.7 171.7 - 171.7
Administrative
expenses * (67.1) (2.3) (69.4) (69.2) (0.9) (70.1) (137.7) (4.6) (142.3)
Profit / (loss)
from trading
operations 4 15.8 (2.3) 13.5 11.5 (0.9) 10.6 34.0 (4.6) 29.4
Exceptional
items relating
to closure of
properties - (0.9) (0.9) - - - - (3.2) (3.2)
Profit / (loss)
from operations
** 15.8 (3.2) 12.6 11.5 (0.9) 10.6 34.0 (7.8) 26.2
Interest
receivable 5 1.1 - 1.1 0.9 - 0.9 1.6 - 1.6
Finance costs 5 (2.4) (0.5) (2.9) (4.3) - (4.3) (8.3) - (8.3)
Loss from
associate *** (1.9) - (1.9) - - - (0.3) - (0.3)
Profit / (loss)
before taxation 12.6 (3.7) 8.9 8.1 (0.9) 7.2 27.0 (7.8) 19.2
Tax on profit /
(loss) 6 (2.0) 1.0 (1.0) (2.3) - (2.3) (6.2) 2.7 (3.5)
Profit / (loss)
for the period
from continuing
operations
attributable to
equity
shareholders 10.6 (2.7) 7.9 5.8 (0.9) 4.9 20.8 (5.1) 15.7
(Loss) / profit
from
discontinued
operations *** 10 (0.2) (0.9) (1.1) 6.7 (3.9) 2.8 10.5 9.4 19.9
Profit / (loss)
for the period
attributable to
equity
shareholders 10.4 (3.6) 6.8 12.5 (4.8) 7.7 31.3 4.3 35.6
Earnings per
share from
continuing
operations 8
Basic 11.5p 6.7p 22.2p
Diluted 11.4p 6.7p 22.2p
Earnings per
share from
continuing and
discontinued
operations 8
Basic 9.9p 10.6p 50.4p
Diluted 9.8p 10.5p 50.4p
Dividends per
share 7 12.32p 10.74p 15.62p
* The exceptional items within administrative expenses include #0.8m in
relation to the Group reorganisation. Further details are included
in note 9.
** The profit / (loss) from operations is stated after central costs of #7.7m
post-exceptional items (half year ended 31 August 2006: #9.4m, year ended 1
March 2007: #18.6m)
*** The (loss) / profit is stated after tax
Consolidated Balance Sheet
at 30 August 2007
30 August 2007 31 August 2006 1 March 2007
(unaudited) (unaudited) (audited)
Note #m #m #m
Non-current assets
Goodwill 176.1 177.5 174.9
Other intangible assets 1.9 1.5 1.8
Property, plant and equipment 312.1 314.7 300.4
Other non-current assets 5.5 5.0 4.7
Investment in associate 28.4 - 30.3
Trade and other receivables 20.3 - 19.5
544.3 498.7 531.6
Current assets
Inventories 2.4 2.5 2.4
Trade and other receivables 12.0 7.1 7.3
Cash and cash equivalents 10.9 22.2 14.7
25.3 31.8 24.4
Assets classified as held for sale 10 8.3 124.1 13.6
Total current assets 33.6 155.9 38.0
Total assets 577.9 654.6 569.6
Current liabilities
Trade and other payables (27.5) (26.6) (27.5)
Current tax liabilities (35.7) (34.1) (35.6)
Deferred income (0.5) (0.5) (0.5)
Provisions (3.4) (1.4) (4.3)
(67.1) (62.6) (67.9)
Liabilities classified as held for sale 10 (5.4) (24.6) (3.7)
(72.5) (87.2) (71.6)
Net current (liabilities) / assets (38.9) 68.7 (33.6)
Total assets less current liabilities 505.4 567.4 498.0
Non-current liabilities
Borrowings and loans 14 (99.5) (134.3) (72.7)
Deferred income (7.0) (7.5) (7.2)
Obligations under finance leases (7.9) (5.5) (8.0)
Provisions (3.5) (4.6) (4.4)
Deferred tax liabilities (27.1) (39.6) (26.9)
(145.0) (191.5) (119.2)
Net assets 360.4 375.9 378.8
Capital and reserves
Share capital 17.0 18.2 17.5
Share premium 60.4 60.9 61.0
Capital reserve 2.3 2.3 2.3
Capital redemption reserve 1.3 0.1 0.8
Merger reserve 235.3 240.5 235.3
Equity reserve 0.4 0.6 0.4
Retained earnings 43.7 53.3 61.5
Shareholders' equity 360.4 375.9 378.8
Consolidated Cash Flow Statement
for the half year ended 30 August 2007
Half year ended Half year Year
30 August 2007 ended ended
Note (unaudited) 31 August 1 March
#m 2006 2007
(unaudited) (audited)
#m #m
Cash flows from operating activities
Net cash inflow from operations 11 17.5 28.8 59.2
Finance costs paid (2.7) (4.5) (8.4)
14.8 24.3 50.8
Cash flows from investing activities
Purchase of property, plant and equipment (21.5) (25.6) (52.3)
Purchase of intangible assets (0.4) (0.3) (0.6)
Net proceeds from sale of property, plant and
equipment 5.5 8.0 12.1
Acquisition of business unit 12 (2.2) - -
Proceeds received on disposal of business - 0.9 76.8
Costs associated with disposal of business - - (2.8)
Payment associated with surrender of leases (0.2) (1.6) (2.6)
Interest received 0.3 0.9 1.3
(18.5) (17.7) 31.9
Cash flows from financing activities
Repayment of long-term borrowings (90.0) (45.0) (106.7)
Draw down of old facility 16.7 - -
Draw down of new facility (post issue costs) 99.5 - -
Payment from shares issued - - 0.1
Issue costs paid from share premium account (0.2) - -
Settlement of interest rate swap - (0.5) (0.5)
Repurchase of shares (14.9) (2.4) (21.6)
Purchase of shares through Luminar plc Employee Trust (2.7) - -
Dividends paid 7 (8.5) (7.8) (11.4)
(0.1) (55.7) (140.1)
Net decrease in cash and cash equivalents (3.8) (49.1) (57.4)
Cash and cash equivalents at beginning of period * 14.7 72.1 72.1
Cash and cash equivalents at end of period * 10.9 23.0 14.7
* Cash and cash equivalents of #10.9m (31 August 2006: #23.0m, 1 March 2007:
#14.7m) include cash and cash equivalents presented within assets classified as
held for sale of #nil (31 August 2006: #0.8m, 1 March 2007: #nil).
Net Debt Statement
The movement in net debt in the period was analysed as follows:
Half year ended Half year ended Year ended
30 August 2007 31 August 2006 1 March 2007
(unaudited) (unaudited) (audited)
#m #m #m
Decrease in cash in the period 3.8 49.1 57.4
Non-cash changes - movement in finance lease liabilities (0.1) (0.2) 1.7
- issue costs on new bank facility 0.5 - -
Cash inflow from increases in debt (post issue costs) 116.2 - -
Cash outflow from repayment of debt (90.0) (45.0) (106.7)
Movement in net debt in the period 30.4 3.9 (47.6)
Opening net debt 67.4 115.0 115.0
Closing net debt 97.8 118.9 67.4
Consolidated Statement of Changes in Shareholders' Equity (unaudited)
for the half year ended 30 August 2007
Share Share Capital Capital Merger Equity Retained Total
capital premium reserve redemption reserve reserve earnings
reserve
#m #m #m #m #m #m #m #m
Brought forward at 3
March 2006 18.3 60.9 2.3 - 241.1 0.5 55.2 378.3
Profit for the half year - - - - - - 7.7 7.7
Share-based payment expense - - - - - 0.1 - 0.1
Share buy-backs (0.1) - - 0.1 - - (2.4) (2.4)
Amounts attributable to
equity shareholders 18.2 60.9 2.3 0.1 241.1 0.6 60.5 383.7
Dividends paid (note 7) - - - - - - (7.8) (7.8)
Transfer from merger reserve - - - - (0.6) - 0.6 -
Carried forward at
31 August 2006 18.2 60.9 2.3 0.1 240.5 0.6 53.3 375.9
Brought forward at
3 March 2006
18.3 60.9 2.3 - 241.1 0.5 55.2 378.3
Profit for the year - - - - - - 35.6 35.6
Share-based payment credit - - - - - (0.1) - (0.1)
Deferred taxation on
share-based payment - - - - - - (0.5) (0.5)
Shares issued - 0.1 - - - - - 0.1
Share buy-backs (0.8) - - 0.8 - - (23.2) (23.2)
Amounts attributable to
equity shareholders 17.5 61.0 2.3 0.8 241.1 0.4 67.1 390.2
Dividends paid (note 7) - - - - - - (11.4) (11.4)
Transfer from merger reserve - - - - (5.8) - 5.8 -
Carried forward at 1 March
2007 17.5 61.0 2.3 0.8 235.3 0.4 61.5 378.8
Brought forward at
2 March 2007 17.5 61.0 2.3 0.8 235.3 0.4 61.5 378.8
Profit for the half year - - - - - - 6.8 6.8
Share buy-backs (0.5) - - 0.5 - - (13.4) (13.4)
Amounts attributable to
equity shareholders 17.0 61.0 2.3 1.3 235.3 0.4 54.9 372.2
Issue costs - (0.6) - - - - - (0.6)
Purchase of shares
through Luminar plc
Employee Trust - - - - - - (2.7) (2.7)
Dividends paid (note 7) - - - - - - (8.5) (8.5)
Carried forward at 30
August 2007 17.0 60.4 2.3 1.3 235.3 0.4 43.7 360.4
Notes to the condensed consolidated financial information
for the half year ended 30 August 2007
1 General information
The Company is a public limited company incorporated and domiciled in the UK.
The address of its registered office is Luminar House, Deltic Avenue, Rooksley,
Milton Keynes, Bucks, MK13 8LW.
The Company is listed on the London Stock Exchange.
This condensed consolidated financial information for the half year ended 30
August 2007 was approved for issue on 29 October 2007.
This condensed consolidated financial information does not comprise statutory
accounts within the meaning of Section 240 of the Companies Act 1985. Statutory
accounts for the year ended 1 March 2007 were approved by the Board of Directors
on 16 May 2007 and delivered to the Registrar of Companies. The report of the
auditors on those accounts was unqualified, did not contain an emphasis of
matter paragraph and did not contain any statement under Section 237 of the
Companies Act 1985.
2 Basis of preparation
This condensed consolidated financial information for the half year ended 30
August 2007 has been prepared in accordance with the Disclosure and Transparency
Rules of the Financial Services Authority and with IAS 34, Interim Financial
Reporting, as adopted by the European Union. The condensed consolidated
financial information should be read in conjunction with the annual financial
statements for the year ended 1 March 2007, which have been prepared in
accordance with IFRSs as adopted by the European Union.
3 Accounting policies
The accounting policies adopted are consistent with those of the annual
financial statements for the year ended 1 March 2007, as described in those
annual financial statements.
The following new standards, amendments to standards or interpretations are
mandatory for the first time for the financial year ending 28 February 2008.
IFRIC 7, Applying the restatement approach under IAS 29, effective for annual
periods beginning on or after 1 March 2006. This interpretation has had no
impact on the Group.
IFRIC 8, Scope of IFRS 2, effective for annual periods beginning on or after 1
May 2006. This interpretation has not had any impact on the recognition of
share-based payments in the Group.
IFRIC 9, Reassessment of embedded derivatives, effective for annual periods
beginning on or after 1 June 2006. This interpretation has had no impact on the
Group.
IFRIC 10, Interims and impairment, effective for annual periods beginning on or
after 1 November 2006. This interpretation has had no impact on the timing or
recognition of impairment losses as the Group already accounted for such amounts
using principles consistent with IFRIC 10.
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
3 Accounting policies (continued)
IFRS 7, Financial instruments: Disclosures, effective for annual periods
beginning on or after 1 January 2007. IAS 1, Amendments to capital disclosures,
effective for annual periods beginning on or after 1 January 2007. IFRS 4,
Insurance contracts, revised implementation guidance, effective when an entity
adopts IFRS 7. As this interim report contains only condensed financial
statements, and as there are no material financial instrument related
transactions in the period, full IFRS 7 disclosures are not required at this
stage. The full IFRS 7 disclosures, including the sensitivity analysis to market
risk and capital disclosures required by the amendment of IAS 1, will be given
in the annual financial statements.
IFRIC 11, IFRS 2 Group and treasury share transactions, effective for annual
periods beginning on or after 1 March 2007. Management have adopted this
standard during the period.
The following new standards, amendments to standards and interpretations have
been issued, but are not effective for the financial year ending 28 February
2008 and have not been early adopted:
IFRIC 12, Service concession arrangements, effective for annual periods
beginning on or after 1 January 2008. Management do not expect this
interpretation to have any impact on the Group.
IFRS 8, Operating segments, effective for annual periods beginning on or after 1
January 2009, subject to EU endorsement. Management are currently gathering
information to make a revision to the Group's geographical segments. Management
do not currently foresee any significant changes to the Group's business
segments.
4 Segmental information
The Group is principally engaged as owner, developer and operator of nightclubs
and themed bars in the United Kingdom.
For management purposes, the Group is now organised into two main business
divisions - Dancing and Non-core. Non-core operations combines the retained
units previously disclosed within the Entertainment Division and the units
historically reported within the Non-core Division.
Comparative income statement and cash flow information has been reclassified to
reflect the composition of the divisions at the balance sheet date. Segmental
information about these business divisions is presented below:
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
4 Segmental information (continued)
Half year ended 30 August 2007
Dancing Non-core Central costs Consolidated
#m #m #m #m
Total revenue 90.4 8.9 - 99.3
Profit / (loss) from
operations
pre-exceptional items 22.3 (0.1) (6.4) 15.8
Exceptional items (1.5) (0.9) (0.8) (3.2)
Exceptional finance cost - - (0.5) (0.5)
Segment result 20.8 (1.0) (7.7) 12.1
Net finance costs (1.3)
Loss from associate (1.9)
Profit before taxation 8.9
Tax on continuing
operations (1.0)
Profit for the period
from continuing
operations attributable
to equity shareholders 7.9
Loss from discontinued
operations
pre-exceptional items - (0.3) (0.2) (0.5)
Exceptional items - (0.7) (0.3) (1.0)
Loss from discontinued
operations before tax - (1.0) (0.5) (1.5)
Tax on discontinued
operations 0.4
Loss from discontinued
operations (1.1)
Profit for the period
attributable to equity
shareholders 6.8
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
4 Segmental information (continued)
Half year ended 31 August 2006 (reclassified)
Dancing Non-core Central costs Consolidated
#m #m #m #m
Total revenue 82.4 13.5 - 95.9
Profit / (loss) from
operations
pre-exceptional items 18.0 2.1 (8.6) 11.5
Exceptional items (0.1) - (0.8) (0.9)
Segment result 17.9 2.1 (9.4) 10.6
Net finance costs (3.4)
Profit before taxation 7.2
Tax on continuing
operations (2.3)
Profit for the period
from continuing
operations attributable
to equity shareholders 4.9
Profit / (loss) from
discontinued operations
pre-exceptional items 1.2 9.7 (1.1) 9.8
Exceptional items - (3.2) - (3.2)
Profit / (loss) from
discontinued operations
before tax 1.2 6.5 (1.1) 6.6
Tax on discontinued
operations (3.8)
Profit from discontinued
operations 2.8
Profit for the period
attributable to equity
shareholders 7.7
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
4 Segmental information (continued)
Year ended 1 March 2007 (reclassified)
Dancing Non-core Central costs Consolidated
#m #m #m #m
Total revenue 176.9 26.0 - 202.9
Profit / (loss) from
operations pre-exceptional
items 46.9 4.3 (17.2) 34.0
Exceptional items (1.2) (5.2) (1.4) (7.8)
Segment result 45.7 (0.9) (18.6) 26.2
Net finance costs (6.7)
Loss from associate (0.3)
Profit before taxation 19.2
Tax on continuing
operations (3.5)
Profit for the period from
continuing operations
attributable to equity
shareholders 15.7
Profit / (loss) from
discontinued operations
pre-exceptional items 1.9 14.2 (1.6) 14.5
Exceptional items - (9.0) (1.2) (10.2)
Profit / (loss) from
discontinued operations
before tax 1.9 5.2 (2.8) 4.3
Tax on discontinued
operations 15.6
Profit from discontinued
operations 19.9
Profit for the period
attributable to equity
shareholders 35.6
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
5 Net finance costs
Net finance costs relating to continuing operations are as follows:
Half year ended Half year ended Year ended
30 August 2007 31 August 2006 1 March 2007
#m #m #m
Interest payable on bank borrowings (2.5) (4.1) (7.6)
Interest payable on obligations under
finance leases (0.2) (0.1) (0.4)
Amortisation of issue costs on bank loan * (0.1) (0.1) (0.2)
Other interest payable - - (0.1)
Total borrowing costs (2.8) (4.3) (8.3)
Less amounts capitalised in the cost of
qualifying assets 0.4 - -
Finance costs (2.4) (4.3) (8.3)
Income on bank deposits 0.3 0.9 1.4
Interest on loan to associate 0.8 - 0.2
Interest receivable 1.1 0.9 1.6
Net finance costs (1.3) (3.4) (6.7)
* This relates to issue costs amortised on the previous bank facility, and
excludes #0.5m of issue costs written off upon repayment of the bank loan.
These costs have been classified as an exceptional finance cost item.
6 Tax on profit / (loss)
The taxation charge is based on the profit for the period and represents:
Half year ended Half year ended Year ended
30 August 2007 31 August 2006 1 March 2007
#m #m #m
Current tax
Continuing operations:
- Current period (2.7) (2.3) (5.3)
- Adjustments from prior periods 2.2 - 1.9
Discontinued operations:
- Current period 0.4 (1.6) (2.0)
(0.1) (3.9) (5.4)
Deferred tax
- Continuing operations (0.5) - (0.1)
- Discontinued operations - (2.2) 17.6
(0.5) (2.2) 17.5
Total taxation (charge) / credit
- Continuing operations (1.0) (2.3) (3.5)
- Discontinued operations 0.4 (3.8) 15.6
(0.6) (6.1) 12.1
Income tax expense is recognised based on management's best estimate of the full
year effective rate of tax which is then applied to the first half year profits.
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
6 Tax on profit / (loss) (continued)
Luminar's policy is to recognise liabilities for uncertain tax positions
relating to open tax years based on the management's assessment of the most
probable outcome at the balance sheet date. The current year estimated effective
rate in respect of continuing operations, post-exceptional items but pre-loss
from associate, is 9.3%. This reflects the impact of a #2.2m provision release
in the half year, following management's reassessment of the likely outcome of
open tax filings in relation to prior years. The post-tax loss from associate is
shown within one line on the face of the income statement, and hence has been
excluded from the effective rate calculation.
Without this provision release, the effective rate would be broadly comparable
with that for the prior year (half year ended 31 August 2006: 31.9%)
7 Dividends
Half year ended Half year ended Year ended
30 August 2007 31 August 2006 1 March 2007
#m #m #m
Ordinary shares - final dividend paid:
12.32p per share (31 August 2006 and 1 March
2007: 10.74p per share) 8.5 7.8 7.8
Ordinary shares - interim dividend paid: nil
p per share (1 March 2007: 4.88p per share) - - 3.6
8.5 7.8 11.4
In addition, the Directors are proposing an interim dividend in respect of the
financial year ending 28 February 2008 of 5.37p per share which will absorb an
estimated #3.3m of shareholders' funds. It is proposed that it will be paid on
4 January 2008 for shareholders on the register as at 5 December 2007. This has
not been included as a liability within this financial information in accordance
with IAS 10, Events after the balance sheet date.
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
8 Earnings per share
The calculation of the basic earnings per share (EPS) is calculated by dividing
the earnings attributed to equity shareholders by the weighted average number of
shares in issue during the period. For diluted earnings per share the weighted
average number of ordinary shares in issue is adjusted to assume conversion of
all dilutive potential ordinary shares. The Group has two classes of dilutive
potential ordinary shares: share options granted to Directors and employees
where the exercise price is less than the average market price of the Group's
ordinary shares during the period, and the contingently issuable shares under
the Group's long-term incentive plan (i.e. the Deferred Bonus Plan). At the
period end the performance criteria for the vesting of awards under certain
share option schemes of the Group had not been met and consequently these
potential shares are excluded from the diluted EPS calculation.
An alternative measure of earnings per share has been presented below, that
being earnings per share from continuing operations pre-exceptional items, as
the Directors believe that this measure of pre-exceptional earnings from
continuing operations is more reflective of the ongoing trading of the Group.
Reconciliation of the earnings and weighted average number of shares used in the
calculations are set out below:
Half year ended 30 August 2007
Earnings Weighted average Per share
number of shares amount
(in millions)
#m (pence)
Basic EPS
Earnings attributable to ordinary shareholders 6.8 68.8 9.9
Effect of dilutive securities - options - 0.6 -
Diluted EPS 6.8 69.4 9.8
Basic EPS from continuing operations 7.9 68.8 11.5
Diluted EPS from continuing operations 7.9 69.4 11.4
Basic EPS from discontinued operations (1.1) 68.8 (1.6)
Diluted EPS from discontinued operations (1.1) 69.4 (1.6)
EPS from continuing operations
pre-exceptional items
Basic EPS from continuing operations
pre-exceptional items 10.6 68.8 15.4
Diluted EPS from continuing operations
pre-exceptional items 10.6 69.4 15.3
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
8 Earnings per share (continued)
Half year ended 31 August 2006
Earnings Weighted Per share
average number amount
of shares
(in millions)
#m (pence)
Basic EPS
Earnings attributable to ordinary shareholders 7.7 72.9 10.6
Effect of dilutive securities - options - 0.1 -
Diluted EPS 7.7 73.0 10.5
Basic EPS from continuing operations 4.9 72.9 6.7
Diluted EPS from continuing operations 4.9 73.0 6.7
Basic EPS from discontinued operations 2.8 72.9 3.8
Diluted EPS from discontinued operations 2.8 73.0 3.8
EPS from continuing operations
pre-exceptional items
Basic EPS from continuing operations
pre-exceptional items 5.8 72.9 8.0
Diluted EPS from continuing operations
pre-exceptional items 5.8 73.0 7.9
Year ended 1 March 2007
Earnings Weighted Per share
average number amount
of shares
(in millions)
#m (pence)
Basic EPS
Earnings attributable to ordinary
shareholders 35.6 70.6 50.4
Effect of dilutive securities - options - 0.1 -
Diluted EPS 35.6 70.7 50.4
Basic EPS from continuing operations 15.7 70.6 22.2
Diluted EPS from continuing operations 15.7 70.7 22.2
Basic EPS from discontinued operations 19.9 70.6 28.2
Diluted EPS from discontinued operations 19.9 70.7 28.1
EPS from continuing operations
pre-exceptional items
Basic EPS from continuing operations
pre-exceptional items 20.8 70.6 29.5
Diluted EPS from continuing operations
pre-exceptional items 20.8 70.7 29.4
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
9 Exceptional items
(a) Continuing operations
The Group incurred exceptional items on continuing operations as follows:
Half year ended Half year ended Year ended
30 August 2007 31 August 2006 1 March 2007
#m #m #m
Exceptional items relating to trading units
Impairment of property, plant and equipment
- on trading units (1.5) - (2.8)
Costs relating to reorganisation and
rationalisation (0.8) (0.9) (1.8)
(2.3) (0.9) (4.6)
Exceptional items relating to closure of properties
Impairment of property, plant and equipment
- on closed units - - (2.5)
Provision for onerous lease commitments (1.1) - (2.4)
Reversal of provision for onerous lease commitments 0.2 - -
Net profit on insurance recovery due to - - 1.7
fire
(0.9) - (3.2)
Exceptional items relating to finance
costs
(0.5) - -
Pre-tax exceptional items relating to
continuing operations
(3.7) (0.9) (7.8)
Tax on exceptional items 1.0 - 2.7
Post-tax exceptional items relating to
continuing operations
(2.7) (0.9) (5.1)
(i) Exceptional items relating to trading units
The impairment of property, plant and equipment of #1.5m (year ended 1 March
2007: #2.8m) on trading units reflects the difference between the value in use
of cash generating units (e.g. discrete trading units) and their carrying value.
The impairment related to three dancing venues, where the development plans
were yet to be decided.
Costs of reorganisation and rationalisation of #0.8m (half year ended 31 August
2006: #0.9m, year ended 1 March 2007: #1.8m) have been incurred in respect of
the process to list Luminar Group Holdings plc and negotiate new banking
facilities.
(ii) Exceptional items relating to closure of properties
In the year ended 1 March 2007, an impairment of property, plant and equipment
of #2.5m arose following the closure of two unbranded units, pending a decision
on their future development.
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
9 Exceptional items (continued)
(ii) Exceptional items relating to closure of properties (continued)
Charges arising from onerous lease commitments of #1.1m (year ended 1 March
2007: #2.4m) were made to recognise the obligation for rent and rates on vacant
or closed units, where the likelihood of assignment of the lease or sub-let of
the property is unlikely in the short term. These units were closed or vacant
following the relocation of the Group's administration centres and the closure
of non-core sites not suitable for rebranding.
During the half year a reversal of previously recognised provisions for onerous
lease commitments of #0.2m was recognised due to two dilapidation provisions
being negotiated at lower levels than that provided for and a unit being sub-let
earlier than anticipated.
During the year ended 1 March 2007 #2.5m was received in relation to an
insurance recovery claim against a unit which burnt down in 2005. This unit had
been impaired in 2006 to #0.3m, and therefore a profit of #2.1m, after incurring
costs of #0.1m, was recorded. #0.4m of this profit relating to business
interruption, was credited to administrative expenses.
(iii) Exceptional items relating to finance costs
During the half year, #0.5m of unamortised costs in relation to the previous
bank facility have been written off.
(b) Discontinued operations
The Group incurred exceptional items relating to discontinued operations as
follows:
Half year ended Half year ended Year ended
30 August 2007 31 August 2006 1 March 2007
#m #m #m
Impairment of property, plant and
equipment - (1.1) (1.1)
Reversal of prior years impairment of
property, plant and equipment - - 0.1
Impairment of other non-current assets - - (0.6)
- (1.1) (1.6)
Provision for onerous lease commitments (0.7) (0.9) (2.8)
Reversal of provision for onerous lease
commitments 0.2 0.3 0.8
Realised loss on disposal of the
Entertainment Division (0.4) - (3.6)
Realised (loss) / profit on disposals (0.1) 0.1 (0.3)
Other costs associated with disposals - (1.5) (1.5)
Costs relating to reorganisation and
rationalisation - (0.1) (1.2)
Pre-tax exceptional items relating to
discontinued operations (1.0) (3.2) (10.2)
Tax on exceptional items 0.1 (0.7) 19.6
Post-tax exceptional items relating to
discontinued operations (0.9) (3.9) 9.4
During the year ended 1 March 2007 an impairment of property, plant and
equipment of #1.1m (half year ended 31 August 2006: #1.1m) and other non-current
assets of #0.6m (half year ended 31 August 2006: #nil) was made from
re-measuring units held for sale to their fair value less costs of sale. #0.1m
of prior years impairments were reversed as a result of the upward
re-measurement of units held for sale to the extent of previously recognised
impairment charges.
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
9 Exceptional items (continued)
(b) Discontinued operations (continued)
The provision for onerous lease commitments of #0.7m (half year ended 31 August
2006: #0.9m, year ended 1 March 2007: #2.8m), relating to units presented within
discontinued operations, arose from the closure of venues following the decision
to exit from non-core operations. The reversal of previously recognised
provisions of #0.2m (half year ended 31 August 2006: #0.3m, year ended 1 March
2007: #0.8m) arose due to costs for repairing vandalism to one unit being lower
than that provided for.
In the prior year, an exceptional loss on the disposal of the Entertainment
Division of #3.6m was recognised on completion of its sale. A further loss of
#0.4m was incurred in this half year.
A loss of #0.1m was made during the half year (half year ended 31 August 2006:
#0.1m profit, year ended 1 March 2007: #0.3m loss) on disposal of six single
sites (including one lease surrender for #0.2m payment, and a lease assignment),
for a net consideration of #5.3m, all of which has been received in cash during
the half year. In the prior year other costs of #1.5m were incurred in relation
to disposals.
10 Discontinued operations and non-current assets held for sale
(a) Results of discontinued operations
Comparative income statement and cash flow information is restated at each balance
sheet date to reflect the composition of discontinued operations at the latest
balance sheet date.
Half year ended Half year ended Year ended
30 August 2007 31 August 2006 1 March 2007
#m #m #m
Revenue 1.3 54.7 300.4
Administrative expenses (1.8) (44.8) (285.8)
Finance costs - (0.1) (0.1)
Profit before tax pre-exceptional items (0.5) 9.8 14.5
Attributable tax expenses 0.3 (3.1) (4.0)
Profit after tax pre-exceptional items
Exceptional items: (0.2) 6.7 10.5
Re-measurement to held for sale (see note 9)
Loss on disposal of the Entertainment
Division (see note 9) - (1.1) (1.6)
(0.4) - (3.6)
Other exceptional items (see note 9) (0.6) (2.1) (5.0)
Attributable tax credits / (expenses) 0.1 (0.7) 19.6
Net (loss) / profit attributable to
discontinued operations (1.1) 2.8 19.9
The results of discontinued operations, which comprise the Entertainment
Division and other non-core units, either disposed of or held for sale, forming
part of the Group's plan to exit from non-core operations, included within the
Consolidated Income Statement were as follows:
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
10 Discontinued operations and non-current assets held for sale
(continued)
(a) Results of discontinued operations (continued)
On 19 January 2007 the Group completed the disposal of 98 venues comprising the
Entertainment Division and non-core clubs. This generated a loss of #3.6m in
the prior year and a loss of #0.4m in this half year.
(b) Assets and liabilities of units held for sale
At 30 August 2007, fifteen units were classified as held for sale, of which
twelve were within the Non-core Division (and therefore classified as
discontinued operations), one was in development and two units were within the
Dancing Division (and therefore reported within continuing operations).
Subsequent to the half year end, two units have been sold (of which one was an
assignment) for #1.3m sale proceeds generating a #0.1m profit on disposal. The
remaining thirteen units were actively being marketed at the balance sheet date
and informal offers had been received against some of these units.
The major classes of assets and liabilities comprising the units classified as
held for sale were as follows:
30 August 2007 31 August 2006 1 March 2007
#m #m #m
Other intangible assets - 0.2 -
Property, plant and equipment 7.8 117.0 13.0
Other non-current assets - 2.3 -
Inventories 0.1 1.1 0.1
Trade and other receivables 0.4 2.7 0.5
Cash and cash equivalents - 0.8 -
Total assets classified as held for sale 8.3 124.1 13.6
Trade and other payables (0.9) (11.2) (0.9)
Obligations under finance leases (0.8) (1.4) (0.8)
Deferred income (0.1) (2.1) (0.2)
Deferred tax liabilities (0.3) (6.5) -
Provisions (3.3) (3.4) (1.8)
Total liabilities classified as held for sale (5.4) (24.6) (3.7)
Net assets classified as held for sale 2.9 99.5 9.9
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
11 Cash flow from operating activities
Half year ended Half year ended Year ended
30 August 2007 31 August 2006 1 March 2007
#m #m #m
Profit before taxation - continuing operations 8.9 7.2 19.2
(Loss) / profit before taxation - discontinued
operations (1.5) 6.6 4.3
Profit before taxation 7.4 13.8 23.5
Outflows relating to exceptional cash flow items 0.8 2.4 4.3
Profit before taxation pre-exceptional cash flow items 8.2 16.2 27.8
Depreciation and amortisation 10.8 10.5 21.9
Amortisation of lease premiums 0.1 - 0.2
Amortisation of issue costs on previous bank loan 0.1 - 0.2
Issue costs written off on previous bank loan 0.5 - -
Loss from associate 1.9 - 0.3
Net impairment of property, plant and
equipment 1.5 1.1 6.3
Impairment of other non-current assets - - 0.6
Movement in exceptional accrued costs of
reorganisation and rationalisation (1.5) 0.1 -
Profit on insurance recovery due to fire - - (2.1)
Loss / (profit) on sale of property, plant and
equipment 0.1 (0.1) 0.3
Loss on disposal of intangible assets 0.2 0.2 0.2
Non-cash loss on disposal of Entertainment
Division 0.2 - 3.6
Net finance costs 1.3 3.5 6.8
23.4 31.5 66.1
Decrease in inventories - 0.4 1.5
(Increase) / decrease in receivables (5.2) (1.1) 0.7
Increase / (decrease) in trade and other payables 0.5 0.9 (8.5)
(Decrease) / increase in provisions (0.3) (0.5) 2.0
(Decrease) / increase in finance lease liabilities (0.1) - 1.7
Net cash inflow from operations
pre-exceptional cash flow items 18.3 31.2 63.5
Outflows relating to exceptional cash items (0.8) (2.4) (4.3)
Net cash inflow from operations 17.5 28.8 59.2
Cash outflows relating to exceptional items relate to costs of reorganisation
and rationalisation of #0.6m and the loss on disposal of the Entertainment
Division of #0.2m.
12 Acquisition of business unit
On 1 June 2007, the Group acquired the trade and assets of a unit in Exeter for
#2.2m. A fair value exercise has not yet been undertaken by management, but
provisionally, the following amounts have been reflected in the Group's balance
sheet:
Book value and
provisional fair value
#m
Non-current assets
- Property, plant and equipment 0.1
- Other non-current assets 0.9
1.0
Goodwill 1.2
2.2
Cash consideration 2.2
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
13 Property, plant and equipment
During the half year the Group acquired #24.1m of assets and disposed of #0.2m
of assets. #10.7m of depreciation was charged in the half year, and an
impairment provision of #1.5m was created.
14 Borrowings and loans
Amounts falling due after more than one year were as follows:
30 August 2007 31 August 2006 1 March 2007
#m #m #m
Non-current:
Bank loan 100.0 135.0 73.3
Issue costs (0.5) (0.7) (0.6)
99.5 134.3 72.7
Movements in bank loans were analysed as follows:
30 August 2007
#m
Half year ended 31 August 2006
Opening amount as at 3 March 2006 179.2
Repayment of borrowings (45.0)
Issue costs amortisation 0.1
Closing amount as at 31 August 2006 134.3
Half year ended 30 August 2007
Opening amount as at 2 March 2007 72.7
Additional draw downs 16.7
Issue costs amortisation 0.1
Repayment of borrowings (90.0)
Write off of issue costs upon repayment of borrowings 0.5
Draw down under new facility 100.0
Issue costs payable on draw down (0.5)
Closing amount as at 30 August 2007 99.5
On 17 August 2007 the previous bank facility of #90.0m was repaid. This was
replaced with a new facility for #175.0m, of which #100.0m was drawn down at the
half year end. #99.5m of cash was actually received, after deducting issue
costs of #0.5m.
15 Contingent assets and contingent liabilities
The Group is currently pursuing a case against HM Revenue and Customs in respect
of VAT of #5.1m that the Group considers to have been overpaid. This contingent
asset has not been recognised.
The Group has guaranteed certain lease commitments of third parties. At the
half year end, there were no additional liabilities beyond the known liabilities
for which provision has already been made.
Notes to the condensed consolidated financial information (continued)
for the half year ended 30 August 2007
16 Related party transactions
During the half year IT support services were provided under normal commercial
terms by Choir IT Limited, which is an associate of the Group, amounting to
#0.2m (half year ended 31 August 2006: #0.3m, year ended 1 March 2007: #0.7m),
none of which was outstanding at 30 August 2007 (31 August 2006: #nil, 1 March
2007: #nil).
The Group incurred costs of #16.2m (half year ended 31 August 2006: #18.5m, year
ended 1 March 2007: #20.6m) from Eminence Leisure Limited, which is an associate
of the Group, in respect of entertainment acts and bookings of which #0.3m (31
August 2006: #nil, 1 March 2007: #0.3m) remained outstanding at the half year
end. No income (half year ended 31 August 2006: #nil, year ended 1 March 2007:
#0.1m) was received from Eminence Leisure Limited during the half year, none of
which was outstanding at the half year end (31 August 2006: #nil, 1 March 2007:
#nil).
On 19 January 2007 the Group sold certain trade and assets of its units to The
3D Entertainment Group Limited ("3DE"). Post completion, a transitional
services agreement was in place between the Group and 3DE (an associate of the
Group) for the provision of certain services. #8.7m of income has been credited
within administrative expenses in relation to the recovery of rents paid to
landlords where leases were yet to be assigned over to 3DE and the provision of
certain services during the half year (year ended 1 March 2007: #0.2m). At the
half year end, #20.3m was owed to the Group in relation to the loan note and
accrued interest (1 March 2007: #19.5m), and #0.1m was owed in respect of
capital amounts (1 March 2007: #0.6m).
17 Events occurring after the balance sheet date
On 19 October 2007 Luminar Group Holdings plc replaced Luminar plc as the listed
holding company for the Group and undertook a Scheme of Arrangement in order to
create sufficient distributable reserves to facilitate its plans for returning
cash to shareholders now and in the foreseeable future.
Since the half year end, two units have been disposed of. A new unit has also
been purchased for #0.6m.
Subsequent to the half year end, an additional #40.0m of the bank facility has
been drawn down to fund the majority of the return of capital to shareholders of
#40.8m.
Since the half year end the Group has entered into a five year fixed rate swap
for #50.0m and a seven year fixed rate swap for #40.0m. The purpose of this is
to deliver certainty of interest cash flows over the duration of the bank
facility.
Appendix 1: Unit reconciliation
The table below reconciles the units reported as at 1 March 2007 to those
reported as at 30 August 2007:
1 March 2007 30 August 2007
Segments Total units * Additions Transfers ** Disposals *** Total units *
Branded 48 - (1) - 47
Unbranded 45 1 (5) - 41
Dancing 93 1 (6) - 88
Non-core 29 - - (5) 24
122 1 (6) (5) 112
* The units presented above represent the total of continuing and discontinued
operations, but exclude units in development (12 at 30 August 2007) and
sub-let units (14 at 30 August 2007). Of the total 112 units (1 March 2007:
122 units), 88 (1 March 2007: 93) within dancing and 12 (1 March 2007: 13)
within non-core represent continuing operations.
** Net transfers relates to units which have been closed for development. 3
branded openings have taken place during the half year, and 4 branded units
have been closed for development. A further 5 unbranded units have been
closed for development.
*** Disposals exclude one sub-let unit.
Appendix 2: Proforma Luminar Group Holdings plc balance sheet post return of
cash to shareholders and changes to the capital structure
Luminar Group Holdings Cash return and Proforma Luminar
plc at 30 August 2007 changes to the Group Holdings plc
capital structure at 30 August 2007
(unaudited) 1 (unaudited) (unaudited)
#m #m #m
Non-current assets
Goodwill 176.1 - 176.1
Other intangible assets 1.9 - 1.9
Property, plant and equipment 312.1 - 312.1
Other non-current assets 5.5 - 5.5
Investment in associate 28.4 - 28.4
Trade and other receivables 20.3 - 20.3
544.3 - 544.3
Current assets
Inventories 2.4 - 2.4
Trade and other receivables 12.0 - 12.0
Cash and cash equivalents 10.9 (0.8) 10.1
25.3 (0.8) 24.5
Assets classified as held for sale 8.3 - 8.3
Total current assets 33.6 (0.8) 32.8
Total assets 577.9 (0.8) 577.1
Current liabilities
Trade and other payables (27.5) - (27.5)
Current tax liabilities (35.7) - (35.7)
Deferred income (0.5) - (0.5)
Provisions (3.4) - (3.4)
(67.1) - (67.1)
Liabilities classified as held for sale (5.4) - (5.4)
(72.5) - (72.5)
Net current liabilities (38.9) (0.8) (39.7)
Total assets less current liabilities 505.4 (0.8) 504.6
Non-current liabilities
Borrowings and loans (99.5) 2 (40.0) (139.5)
Deferred income (7.0) - (7.0)
Obligations under finance leases (7.9) - (7.9)
Provisions (3.5) - (3.5)
Deferred tax liabilities (27.1) - (27.1)
(145.0) (40.0) (185.0)
Net assets 360.4 (40.8) 319.6
Capital and reserves
Share capital 17.0 118.4 135.4
Share premium 60.4 (60.4) -
Capital reserve 2.3 (2.3) -
Capital redemption reserve 1.3 27.2 28.5
Merger reserve 235.3 (235.3) -
Equity reserve 0.4 - 0.4
Retained earnings 43.7 111.6 155.3
Shareholders' equity 360.4 (40.8) 319.6
Following the Scheme of Arrangement, distributable reserves of over #200.0m have
been created in the company accounts of Luminar Group Holdings plc, after
returning #40.8m to shareholders this week under the scheme announced on 4
September 2007.
Appendix 2: Proforma Luminar Group Holdings plc balance sheet post return of
cash to shareholders and changes to the capital structure (continued)
Basis of preparation
1. The financial information on Luminar Group Holdings plc at 30 August 2007
has been extracted, without material adjustments from the condensed
consolidated financial information of Luminar Group Holdings plc for the
half year ended 30 August 2007.
2. The cash return of #40.8m to shareholders will be funded primarily by
additional bank loans.
3. Changes to the capital structure were approved by the court on 22 October
2007, and became effective the following day.
4. No account has been taken of the trading results or other cash flows of
Luminar Group Holdings plc since 30 August 2007.
5. This proforma financial information is not part of the condensed
consolidated financial information of Luminar Group Holdings plc for the
half year ended 30 August 2007.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR FEIFUUSWSEES
Luminar Group (LSE:LMR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Luminar Group (LSE:LMR)
Historical Stock Chart
From Jul 2023 to Jul 2024
