TIDMMIN
RNS Number : 1288E
Minoan Group PLC
14 July 2016
14 July 2016
Interim Results Announcement
Minoan Group Plc
(the "Group" or the "Company" or "Minoan")
announces its unaudited interim results for the 6 months ended
30 April 2016
HIGHLIGHTS
-- Group total transaction value up by circa 15% to GBP33,106,000 from GBP28,723,000
-- Travel and Leisure gross profit up by circa 19% to GBP3,544,000 from GBP2,981,000
-- Travel and Leisure profit at EBITDA level increased by circa
12% to GBP332,000 from GBP297,000
Christopher Egleton, Minoan Chairman, said:
"We are very pleased that we have made progress across both our
key operating divisions over the past six months. Our Travel
Business has continued to expand organically and invest for future
expansion while with regard to our Crete Project, we are encouraged
by the shortest possible delay in the hearing of the appeals
against the issuance of the Presidential Decree ("PD") granting
outline planning consent for the Group's project in Crete and the
fact that the PD has already been judged to be legal by this court
on two occasions. In summary, I believe we have never been closer
to fulfilling our substantial potential."
The Company's unaudited interim results for the 6 months ended
30 April 2016 can be viewed on Minoan's website,
www.minoangroup.com, with effect from 14 July 2016.
For further information visit www.minoangroup.com or
contact:
Minoan Group Plc
Christopher Egleton christopher.egleton@minoangroup.com
Duncan Wilson 0141 226 2930
Bill Cole 020 8253 4305
WH Ireland Limited 020 7220 1666
Adrian Hadden/Mark Leonard
Throgmorton Street Capital 020 7071 0808
Forbes Cutler
Morgan Rossiter 020 3195 3240
Richard Morgan Evans/James
Rossiter
Chairman's Statement
Introduction
In reviewing the 6 months ended 30 April 2016 during the current
momentous events in the UK I am pleased that the Group was able to
make progress in both divisions.
In summary, our travel business continued to expand organically
and invest for future expansion whilst in Greece, albeit as usual
the subject of appeals, the Presidential Decree ("PD") granting the
equivalent of outline planning permission for the Project was
issued on 11 March 2016.
Greece
The general situation in Greece appears to have become more
stable. Funds from the current 'Bailout' have been released and the
Banks have been recapitalised. These two factors alone are expected
to lead to more activity in the economy which, after so many years
of austerity, is a welcome development.
The very short delay of the hearing date for the appeals against
the issue of the PD to 16 September 2016 is, we are advised, the
first possible date after the Council of State's summer recess.
Your Board and I hope that the Court will reach an early decision
and are encouraged by the fact that the PD has already been judged
to be legal by this Court on two occasions.
In the meantime, in light of the Greek Government's continued
support for Foreign Direct Investments, we continue to make
progress with the Project itself as well as with a number of
discussions taking place with potential partners and financing
institutions.
Travel and Leisure ("T&L")
The first six months of the year have been marked by two
principal matters.
First, continued organic growth which has seen an increase in
gross profit by circa 19% to GBP3,544,000 from GBP2,981,000. This
has been achieved against the negative background of reduced demand
in our market in Turkey as a result of security concerns.
Second, notwithstanding further significant investments for the
future expansion of the business, I am pleased to report that at
the EBITDA level profit has increased by circa 12% to GBP332,000
from GBP297,000. These investments were in 'soft' infrastructure
and the June opening of a new hi-tech service centre in Ayr to
facilitate the ongoing growth of our web based businesses, which
now account for roughly two thirds of our total transaction
value.
Stewart Travel and its brands are agency businesses and as such
do not carry the fixed cost or significant foreign exchange risks
associated with suppliers of 'product' such as tour operators,
hotels and airlines.
We continue to progress various options to facilitate future
growth for the travel business, particularly through acquisitions,
for the best advantage of the Group as a whole.
Outlook
In Greece the Court hearing in September is of prime importance.
We have confidence in the Greek justice system and hope for an
early decision. Meanwhile, we continue to prepare for a successful
outcome and the crystallisation of value for shareholders.
Chairman's Statement (continued)
Outlook (continued)
Discussions regarding the plans for our travel business are in
progress with advisors and others. I expect to be able to give
shareholders more information in the near future.
The 'Brexit' vote, together with its effect on Sterling, may
have significant impacts on both our businesses. In travel it is
likely to put up the cost of travel and holidays, which may affect
the level of bookings going forward although increased prices may
also result in higher commission. The effect in Greece is that the
underlying value of the Project, which is based on Euros/Dollars,
means that a lower Sterling exchange rate will lead to an increase
in the equivalent Sterling value.
In conclusion, whilst there are momentous events over which we
have no control, we have never been closer to fulfilling our
substantial potential.
Christopher W Egleton
Chairman
14 July 2016
Unaudited Consolidated Statement of Comprehensive Income
6 months ended 30 April 2016
6 months 6 months Year ended
ended 30.04.16 ended 30.04.15 31.10.15
GBP'000 GBP'000 GBP'000
--------------- --------------- ----------
Total transaction value 33,106 28,723 60,964
--------------- --------------- ----------
Revenue 3,544 2,981 6,816
Cost of sales - - (323)
--------------- --------------- ----------
Gross profit 3,544 2,981 6,493
Operating expenses (3,618) (3,011) (6,523)
Other operating expenses
Corporate development
costs (222) (244) (511)
Charge in respect of share
based payments (14) (28) (57)
Operating loss (310) (302) (598)
Finance costs (746) (457) (1,022)
Loss before taxation (1,056) (759) (1,620)
Taxation - - -
--------------- --------------- ----------
Loss for period attributable
to equity holders of the
Company (1,056) (759) (1,620)
--------------- --------------- ----------
Loss per share attributable
to equity holders of
the Company: Basic and
diluted (0.56)p (0.43)p (0.89p)
--------------- --------------- ----------
Unaudited Consolidated Statement of Changes in Equity
6 months ended 30 April 2016
6 months ended 30 April 2016
Share Share Merger Warrant Retained Total
capital premium reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP000 GBP'000 GBP'000
-------- -------- -------- -------- ------------ ----------
Balance at 1 November
2015 14,975 31,435 9,349 1,904 (13,831) 43,832
Loss for the period - - - - (1,056) (1,056)
Issue of ordinary
shares at a premium 82 800 - - - 882
Share based payment
charge - - - - 14 14
Balance at 30 April
2016 15,057 32,235 9,349 1,904 (14,873) 43,672
-------- -------- -------- -------- ------------ ----------
6 months ended 30 April 2015
Share Share Merger Warrant Retained Total
capital premium reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- -------- --------- --------
Balance at 1 November
2014 14,843 30,261 9,349 313 (12,268) 42,498
Loss for the period - - - - (759) (759)
Issue of ordinary
shares at a premium 80 531 - - - 611
Share based payment
charge - - - - 310 310
Balance at 30 April
2015 14,923 30,792 9,349 313 (12,717) 42,660
-------- -------- -------- -------- --------- --------
Year ended 31 October 2015
Share Share Merger Warrant Retained Total
capital premium reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- -------- --------- --------
Balance at 1 November
2014 14,843 30,261 9,349 313 (12,268) 42,498
Loss for the year - - - - (1,620) (1,620)
Issue of ordinary
shares at a premium 132 1,174 - - - 1,306
Share based payment
charge - - - 1,591 57 1,648
Balance at 31 October
2015 14,975 31,435 9,349 1,904 (13,831) 43,832
-------- -------- -------- -------- --------- --------
Unaudited Consolidated Balance Sheet as at 30 April 2016
As at 30.04.16 As at 30.04.15 As at 31.10.15
GBP'000 GBP'000 GBP'000
---------------- ---------------- --------------
Assets
Non-current assets
Intangible assets 9,818 9,568 9,835
Property, plant and equipment 688 718 711
Total non-current assets 10,506 10,286 10,546
---------------- ---------------- --------------
Current assets
Inventories 41,781 40,607 41,266
Receivables 2,683 1,916 2,171
Cash and cash equivalents 67 539 145
---------------- ---------------- --------------
Total current assets 44,531 43,062 43,582
---------------- ---------------- --------------
Total assets 55,037 53,348 54,128
---------------- ---------------- --------------
Equity
Share capital 15,057 14,923 14,975
Share premium account 32,235 30,792 31,435
Merger reserve account 9,349 9,349 9,349
Warrant reserve 1,904 313 1,904
Retained earnings (14,873) (12,717) (13,831)
---------------- ---------------- --------------
Total equity 43,672 42,660 43,832
---------------- ---------------- --------------
Liabilities
Non-current liabilities - 4,000 -
Current liabilities 11,365 6,688 10,296
Total liabilities 11,365 10,688 10,296
---------------- ---------------- --------------
Total equity and liabilities 55,037 53,348 54,128
---------------- ---------------- --------------
Unaudited Consolidated Cash Flow Statement
6 months ended 30 April 2016
6 months 6 months Year ended
ended 30.04.16 ended 30.04.15 31.10.15
GBP'000 GBP'000 GBP'000
--------------- --------------- ------------------------
Cash flows from operating
activities
Net cash inflow/(outflow)
from continuing operations
(note 1) (490) 396 (348)
Finance costs (265) (175) (394)
Net cash (used in)/generated
from operating activities (755) 221 (742)
--------------- --------------- ------------------------
Cash flows from investing
activities
Purchase of property,
plant and equipment (24) (64) (116)
Purchase of intangible
assets (51) (256) (629)
Net cash used in investing
activities (75) (320) (745)
--------------- --------------- ------------------------
Cash flows from financing
activities
Net proceeds from the
issue of ordinary shares - 11 70
Loans received 752 500 1,435
Net cash generated from
financing activities 752 511 1,505
--------------- --------------- ------------------------
Net (decrease)/increase
in cash (78) 412 18
--------------- --------------- ------------------------
Cash at beginning of
period 145 127 127
--------------- --------------- ------------------------
Cash at end of period 67 539 145
--------------- --------------- ------------------------
Notes to the Unaudited Consolidated Cash Flow Statement
6 months ended 30 April 2016
1 Cash flows from operating activities
6 months 6 months Year ended
ended 30.04.16 ended 30.04.15 31.10.15
GBP'000 GBP'000 GBP'000
--------------- --------------- -------------
Loss before taxation (1,056) (759) (1,620)
Finance costs 265 175 394
Depreciation 51 52 103
Amortisation 158 102 208
Exchange loss relevant
to property, plant and
equipment 6 11 19
Increase in inventories (515) (565) (1,224)
Share based payments 495 310 685
Increase in receivables (512) (324) (579)
Decrease in non-current
liabilities - - 430
Increase in current liabilities 593 794 -
Non cash movement in equity 25 600 1,236
--------------- --------------- -------------
Net cash inflow/(outflow)
from continuing operations (490) 396 (348)
--------------- --------------- -------------
Notes to the unaudited interim results
6 months ended 30 April 2016
1. General information
The Company is a public limited company incorporated in England
and Wales and quoted on AIM. The Company's principal activity in
the period under review was that of a holding and management
company of a Group involved in the design, creation, development
and management of environmentally friendly luxury hotels and
resorts and in the operation of independent travel businesses,
through which the Group provides a broad range of services
including, inter alia, transportation, hotel and other
accommodation and leisure services.
2. Basis of preparation
The interim financial statements are unaudited and do not
constitute statutory accounts as defined in Section 434(3) of the
Companies Act 2006. A copy of the audited Report and Financial
Statements for the year ended 31 October 2015 has been delivered to
the Registrar of Companies. The auditor's report on these accounts
was unqualified and did not contain statements under s498(2) to
s498(4) of the Companies Act 2006. The Report and Financial
Statements for the year ended 31 October 2015 were approved by the
Board on 30 March 2016.
The interim financial statements for the 6 months ended 30 April
2016 comprise an Unaudited Consolidated Statement of Comprehensive
Income, Unaudited Consolidated Statement of Changes in Equity,
Unaudited Consolidated Balance Sheet and Unaudited Consolidated
Cash Flow statement plus relevant notes.
The interim financial statements are prepared in accordance with
EU adopted International Financial Reporting Standards ("IFRS") and
the International Financial Reporting Interpretations Committee
("IFRIC") interpretations and the Companies Act 2006 applicable to
companies reporting under IFRS.
The principal accounting policies adopted in the preparation of
the interim financial statements are consistent with those adopted
in the Report and Financial Statements for the year ended 31
October 2015.
Going concern
The interim unaudited financial statements have been prepared on
the going concern basis.
The directors have considered the financial and commercial
position of the Group in relation to its project in Crete (the
"Project") and also in respect of its travel and leisure business.
In particular, the directors have reviewed the matters referred to
below.
Following the unanimous approval of a Plenum of the Greek
Council of State, the highest court in Greece, the Presidential
Decree granting land use approval for the Project was issued on 11
March 2016 and has been published in the Government Gazette. The
planning rules for the Project are now enshrined in law. Appeals
against the Presidential Decree have been lodged and the hearing by
the Greek Council of State of these appeals will be on 16 September
2016.
The directors consider it relevant that having completed
financial joint venture agreements prior to the above, and any
other consents, they will conclude further Project joint venture
agreements in the near term. In addition, the directors are
considering other options which would have a major beneficial
impact on the Group's resources.
In addition to specific Project related matters as noted above,
and as has been the case in the past, the Group continues to raise
capital in order to meet its existing working capital requirements
and the directors consider that any necessary funds will be raised
as required.
Notes to the unaudited interim results (continued)
6 months ended 30 April 2016
2. Basis of preparation (continued)
Going concern (continued)
With a number of acquisitions in the planned expansion of its
Travel and Leisure business having been completed over period of
time, the Group is now generating profits and cash flow within this
sector of its activities.
Having taken these matters into account, the directors consider
that the going concern basis of preparation of the financial
statements is appropriate.
3. Segmented information
The Group strategy and growth objectives necessitate the
building of an associated infrastructure. The Group considers it
appropriate to identify separately the corporate development
division together with costs related to acquisitions. Accordingly,
the Group is organised into three divisions both by business
segment and geographical location:
-- the luxury resorts division, currently being the development
of a luxury resort in Crete, which includes the central
administration costs of the Group;
-- the Travel and Leisure division (UK), being the operation and
management of the travel businesses; and
-- the corporate development division (UK) as described above.
Notes to the unaudited interim results (continued)
6 months ended 30 April 2016
3. Segmented information (continued)
The information presented below is consistent with how
information is presented to the Board, with the Group's accounting
policies and with the geographical location of the relevant
divisions.
6 months ended 30 April
2016
Luxury Travel Corporate
Resorts and Leisure Development Total
GBP'000 GBP'000 GBP'000 GBP'000
-------------- -------------------- ---------------------- ---------------
Total transaction value - 33,106 - 33,106
Revenue - 3,544 - 3,544
Cost of sales - - - -
-------------- -------------------- ---------------------- ---------------
Gross profit - 3,544 - 3,544
Operating expenses (197) (3,421) (222) (3,840)
-------------- -------------------- ---------------------- ---------------
(197) 123 (222) (296)
Charge in respect of
share based payments (14) - - (14)
-------------- -------------------- ---------------------- ---------------
Operating (loss)/profit (211) 123 (222) (310)
Finance costs (680) (66) - (746)
(Loss)/profit before
taxation (891) 57 (222) (1,056)
-------------- -------------------- ---------------------- ---------------
Operating expenses
include:
Depreciation and amortisation - 209 - 209
Operating leases -
plant and equipment - 8 - 8
-------------- -------------------- ---------------------- ---------------
Assets/liabilities
Goodwill 6,127 2,601 - 8,728
Other non-current assets 138 1,640 - 1,778
Current assets 42,638 1,893 - 44,531
Total assets 48,903 6,134 - 55,037
-------------- -------------------- ---------------------- ---------------
Total liabilities 7,859 3,506 - 11,365
-------------- -------------------- ---------------------- ---------------
Notes to the unaudited interim results (continued)
6 months ended 30 April 2016
3. Segmented information (continued)
6 months ended 30 April
2015
Luxury Travel Corporate
Resorts and Leisure Development Total
GBP'000 GBP'000 GBP'000 GBP'000
------------------ ------------------- ------------- --------------
Total transaction value - 28,723 - 28,723
Revenue - 2,981 - 2,981
Cost of sales - - - -
------------------ ------------------- ------------- --------------
Gross profit - 2,981 - 2,981
Operating expenses (173) (2,838) (244) (3,255)
------------------ ------------------- ------------- --------------
(173) 143 (244) (274)
Charge in respect of
share based payments (28) - - (28)
------------------ ------------------- ------------- --------------
Operating (loss)/profit (201) 143 (244) (302)
Finance costs (426) (31) - (457)
(Loss)/profit before
taxation (627) 112 (244) (759)
------------------ ------------------- ------------- --------------
Operating expenses
include:
Depreciation and amortisation - 154 - 154
Operating leases -
plant and equipment - 11 - 11
------------------ ------------------- ------------- --------------
Assets/liabilities
Goodwill 6,127 2,451 - 8,578
Other non-current assets 134 1,574 - 1,708
Current assets 41,402 1,660 - 43,062
Total assets 47,663 5,685 - 53,348
------------------ ------------------- ------------- --------------
Non-current liabilities 4,000 - - 4,000
Current liabilities 5,247 1,441 - 6,688
------------------ ------------------- ------------- --------------
Total liabilities 9,247 1,441 - 10,688
------------------ ------------------- ------------- --------------
Notes to the unaudited interim results (continued)
6 months ended 30 April 2016
3. Segmented information (continued)
Year ended 31 October 2015
Luxury Travel Corporate
Resorts and Leisure Development Total
GBP'000 GBP'000 GBP'000 GBP'000
Total transaction
value - 60,964 - 60,964
---------------- --------------------- -------------------- ----------------------
Revenue - 6,816 - 6,816
Cost of sales - (323) - (323)
---------------- --------------------- -------------------- ----------------------
Gross profit - 6,493 - 6,493
Operating expenses (417) (6,106) (511) (7,034)
---------------- --------------------- -------------------- ----------------------
(417) 387 (511) (541)
Charge in respect
of share based payments (57) - - (57)
---------------- --------------------- -------------------- ----------------------
Operating (loss)/profit (474) 387 (511) (598)
Contribution to central
costs 100 (100) - -
Finance costs (968) (54) - (1,022)
---------------- --------------------- -------------------- ----------------------
(Loss)/profit before
taxation (1,342) 233 (511) (1,620)
Taxation - - - -
---------------- --------------------- -------------------- ----------------------
(Loss)/profit after
taxation (1,342) 233 (511) (1,620)
Operating expenses
include:
Depreciation and amortisation - 311 - 311
Operating leases -
plant and equipment - 59 - 59
---------------- --------------------- -------------------- ----------------------
Assets/liabilities
Goodwill 6,127 2,511 - 8,638
Other non-current
assets 134 1,774 - 1,908
Current assets 42,082 1,500 - 43,582
---------------- --------------------- -------------------- ----------------------
Total assets 48,343 5,785 - 54,128
---------------- --------------------- -------------------- ----------------------
Total and liabilities 7,181 3,115 - 10,296
---------------- --------------------- -------------------- ----------------------
4. Goodwill
Goodwill arising on acquisitions represents the difference
between the fair value of the net assets acquired and the
consideration paid and is recognised as an asset.
Goodwill arising on acquisition is allocated to cash-generating
units. The recoverable amount of the cash-generating unit to which
goodwill has been allocated is tested for impairment annually, or
on such other occasions that events or changes in circumstances
indicate that it might be impaired. Any impairment is recognised
immediately as an expense and is not subsequently reversed.
The Group conducts an annual impairment test on the carrying
value of goodwill based on the recoverable amount of two cash
generating units: the Project and the Travel and Leisure
business.
The directors consider that there have been no indicators of
impairment of goodwill for either the Project or the Travel and
Leisure CGU since the last annual review and therefore do not
consider that an interim review is required.
Notes to the unaudited interim results (continued)
6 months ended 30 April 2016
5. Loss per share attributable to equity holders of the
Company
Earnings per share are calculated by dividing the earnings
attributable to the equity holders of a company by the weighted
average number of ordinary shares in issue during the period.
Diluted earnings per share are calculated by adjusting basic
earnings per share to assume the conversion of all dilutive
potential ordinary shares. There are no dilutive instruments in
issue, therefore the basic loss per share and diluted loss per
share are the same. The weighted average number of shares used in
calculating basic and diluted loss per share for the 6 months ended
30 April 2016 was 188,729,546 (6 months ended 30 April 2015:
177,502,902, year ended 31 October 2015: 182,214,717).
6. Share based payments charge
6 months 6 months Year ended
ended 30.04.16 ended 30.04.15 31.10.15
GBP'000 GBP'000 GBP'000
--------------- --------------- ----------
Share based payments -
directors 14 28 57
Share based payments -
warrants finance charges 481 282 628
495 310 685
--------------- --------------- ----------
In accordance with IAS 32, the share based payments charge in
respect of warrants finance charges shown above has been included
in Finance costs in the Unaudited Consolidated Statement of
Comprehensive Income.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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