Final Results

Cubus Lux plc ("Cubus Lux" or the "Company") Final Results for the Year Ended 31 March 2009 Cubus Lux plc, the operator and developer of premier tourism and leisure facilities in Croatia, announces its results for the year ended 31 March 2009. HIGHLIGHTS - Trading at operating companies - Plava Vala d.o.o. (marina) and Cubus Lux d.o.o. (casinos) - meet expectations - Continued progress and new hotel development at Olive Island Marina. - Land secured and the Board believes it is close to finalising construction finance for flagship project as credit markets remain difficult. - Major new tender won - 3.4 million square metres for a Golf/Wellness/Beach resort at Valdanos, Montenegro - In the final stages of Istrian Resort Tender - Entered construction stage for commercial/residential development in Zadar. Saleable space includes 1,216 sqm of commercial and 5,232 sqm of apartments - Pre-tax loss of £2.1 million * (2008 - £4.9 million profit) - Headline loss reported as a result of exchange rate impact - which may reverse - of £1,895,000 - Adjusted net loss per share of 14.2p ** versus EPS of 47.8p at 31 March 2008 - £1.314 million additional equity raised * Pre-tax loss before negative goodwill arising from Hotel Sutomiscica acquisition and adjustment in Duboko Plavetnilo Hoteli d.o.o. deferred consideration was £4,819,000 (2008: profit before negative goodwill £357,000) ** Loss per share before negative goodwill was 33p Commenting on the results, executive chairman Dr. Gerhard Huber said: "Against a background of turmoil in the financial, currency and commercial markets, your company has continued to progress its portfolio of development projects, albeit at a slower pace than originally expected. The Board believes a final agreement on project finance for OIR is close to completion. The land for the resort has been secured. The Company has made significant progress in several other areas, including the winning of a major tender in Montenegro. Trading at our operating companies, our casinos and marinas, is meeting our expectations." A copy of the accounts, which has today been posted to shareholders, is available from the Company's website, www.cubuslux.com. For further information please see www.cubuslux.com or contact: Steve McCann Cubus Lux plc +44 (0) 7787 183184 Lindsay Mair / Jo Turner Dowgate Capital Advisers Limited +44 (0)20 7492 4777 Claire Louise Noyce/Stephen Austin, Broker Hybridan LLP +44 (0)20 3159 5085 Pam Spooner City Road Communications +44 (0) 207 248 8010 / +44 (0)7858 477 747 Chairman's Statement I am pleased to submit results for the financial year ended 31 March 2009. Against a background of turmoil in financial, currency and commercial markets, your company has continued to progress its portfolio of development projects, albeit at a slower pace than originally expected. The past 12 months have been difficult for many companies, and particularly difficult for businesses needing to raise finance to complete their projects. Cubus Lux, therefore, is not alone in having to report considerable delays in financing of its premier project, the Olive Island Resort ("OIR"). The original source of construction loan finance for OIR was unable to proceed in early 2009, so that new sources of finance had to be found. The Board has made strenuous efforts since the start of 2009, and has made significant progress, despite the very difficult credit conditions which persist. The Board believes a final agreement on project finance for OIR is close to completion. The land for the resort has been secured, and stage payments are on track and will continue through the project construction. Construction is now expected to commence in our last quarter of 2009/10, which is almost one year later than originally envisaged. Away from that particular task, the Company has made significant progress in several other areas, including the winning of a major tender in Montenegro, which was announced after the year ended 31 March 2009. Cubus Lux succeeded against strong opposition in winning the tender process to build a major resort at Valdanos, Montenegro. This project will include a golf course, 5-star golf hotel, a 5-star beach hotel, a 4-star hotel and wellness centre, as well as a wide range of villas and apartments for sale and a full range of tourist and leisure facilities. In total, the Valdanos resort will cover 3.4 million sq metres, with some 3km of coastline, and have 2,500 beds overall. Detailed negotiations for the concession contract are well underway, and should be completed during November 2009. Similarly the project planning and development has now started. In Croatia, your company has also advanced its proposed Hotel Sutomiscica development adjacent to the Olive Island Marina, progressed a combined commercial and residential development project to the start of construction in Zadar and won through to the final stage of two other resort tenders near Pula, Istria. Underlying trading at our operations in Croatia has proved resilient, with our Olive Island Marina fully booked and utilised during the year, and its restaurant continuing to gain plaudits for its cuisine and service from leading restaurant guides. The casinos - at Pula and Selce - have performed in line with our expectations, with visitor numbers higher in the year to 31 March 2009 versus the previous full year. Financial For the year to 31 March 2009 total operating profit was £1,317,000 before foreign exchange losses on the group's loans. An exceptional charge of £ 1,895,000 has been made to recognise a currency loss on loan notes as a result of the year-end exchange rate of GBP/Euro 1.07798. However, there is a possibility this could reverse which would mean a profit being recognised on the loan notes. An external net interest charge of £458,000 and the loan note interest charge of £1,062,000 give an overall loss for the year of £2,098,000. Loss per share amounted to 14.2p (2008: 47.8p profit per share). During the year the Company consolidated the shares of 1p by a factor of 10, converting the 146,143,660 ordinary shares in issue at the time of £0.01 each to 14,614,366 new ordinary shares of £0.10 each. The Company further issued 50,000 shares at 57.5p and 3,211,756 shares at 40p during the year. Since the year end the company has issued 1,060,000 shares at 20p. GERHARD HUBER Chairman Executive Director CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 MARCH 2009 2009 2008 £'000 £'000 REVENUE 1,535 3,078 Cost of sales (181) (202) ------------- ------------- GROSS PROFIT 1,354 2,876 Administrative expenses (2,758) (2,399) Negative goodwill 2,721 4,693 Foreign exchange losses (1,895) - ------------- ------------- OPERATING (LOSS)/PROFIT (578) 5,170 Finance income 17 46 Finance expenditure (1,537) (336) ------------- ------------- (LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION (2,098) 4,880 Tax on ordinary activities - (9) ------------- ------------- (LOSS)/PROFIT FOR THE YEAR (2,098) 4,871 ====== ====== Attributable to: Equity holders of the company (2,098) 4,871 Minority interest - - ------------- ------------- (2,098) 4,871 ====== ====== (LOSS)/EARNINGS PER SHARE Basic (14.2)p 47.8p ====== ====== Diluted (14.2)p 45.4p ====== ====== All activities arose from continuing activities. CONSOLIDATED BALANCE SHEET AT 31 MARCH 2009 2009 2008 ASSETS £'000 £'000 Non-current assets Intangible assets 39,093 35,902 Goodwill 1,575 940 Property, plant and equipment 5,147 4,702 -------------- -------------- 45,815 41,544 -------------- -------------- Current assets Inventories 4,560 3,172 Trade and other receivables 710 2,384 Cash at bank 3,365 2,372 -------------- -------------- 8,635 7,928 -------------- -------------- TOTAL ASSETS 54,450 49,472 ======= ====== EQUITY Capital and reserves attributable to the Company's equity shareholders Called up share capital 1,790 1,463 Share premium account 17,005 16,028 Merger reserve 347 347 Profit and loss account 923 3,120 --------------- --------------- TOTAL EQUITY 20,065 20,958 -------------- -------------- MINORITY INTEREST IN EQUITY 233 - -------------- -------------- LIABILITIES Non-current liabilities Deferred tax liabilities 7,818 7,180 Loans 8,127 5,053 Amounts due under finance leases 14 38 --------------- ------------- 15,959 12,271 -------------- -------------- Current liabilities Trade and other payables 3,440 5,433 Loans 14,745 10,805 Amounts due under finance leases 8 5 --------------- ------------- 18,193 16,243 -------------- -------------- TOTAL LIABILITIES 34,152 28,514 ======= ======= TOTAL EQUITY AND LIABILITIES 54,450 49,472 ======= ======= CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2009 2009 2008 £'000 £'000 Cash flows from operating activities (Loss)/profit before taxation (2,098) 4,880 Adjustments for: Net finance expense 1,520 290 Loss on disposal of fixed assets - 26 Exchange rate differences 1,077 578 Share based payments 220 222 Depreciation 349 256 Negative goodwill written back to income (2,721) (3,739) statement Movement in trade and other receivables 90 373 Movement in inventories 1,696 (2,571) Movement in trade and other payables (1,019) 957 -------------- --------------- Cash outflow from operating activities (892) 1,272 Interest paid - net (459) (290) Taxation paid - (9) -------------- --------------- Net cash (outflow)/inflow from operating (1,351) 973 activities -------------- --------------- Cash flow from investing activities Purchase of property, plant and equipment (190) (982) and intangibles Proceeds from sale of property 34 66 Purchase of subsidiaries - Net - (795) Cash acquired with subsidiary - 18 -------------- --------------- Net cash outflow from investing activities (156) (1,693) -------------- --------------- Cash flows from financing activities Issue of shares 1,304 2,341 Capital element of finance lease repaid (21) - Net loans undertaken less repayments 706 499 -------------- --------------- Cash inflow from financing activities 1,989 2,840 -------------- --------------- Net cash inflow from all activities 482 2,120 Cash and cash equivalents at beginning of 2,372 1,375 period Non-cash movement arising on foreign 511 (1,123) currency translation -------------- --------------- Cash and cash equivalents at end of period 3,365 2,372 ====== ======= Cash and cash equivalents comprise Cash and cash equivalents 3,365 2,372 ====== ====== CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2009 Share Share Merger Retained Translation Capital Premium Reserve Earnings Reserve Total £'000 £'000 £'000 £'000 £'000 £'000 At 1 April 2007 881 7,239 347 (1,574) 9 6,902 Share based - - - 222 - 222 payments Total recognised income and expenses - - - 4,871 (408) 4,463 Issue of shares (net of costs) 141 2,199 - - - 2,340 Acquisition of subsidiaries (net 441 6,590 - - - 7,031 of costs) ----------- ------------ ----------- --------- ---------- ------------ At 31 March 2008 1,463 16,028 347 3,519 (399) 20,958 Share based - - - 220 - 220 payments Total recognised income and expenses - - - (2,098) (319) (2,417) Issue of shares (net of costs) 327 977 - - - 1,304 ------------ -------------- ----------- ------------ ---------- --------------- At 31 March 2009 1,790 17,005 347 1,641 (718) 20,065 ------------ -------------- ----------- ------------ ---------- --------------- NOTES TO THE REPORT AND FINANCIAL STATEMENTS ACCOUNTING POLICIES Basis of Preparation These financial statements have been prepared in accordance with those IFRS standards and IFRIC interpretations issued and effective or issued and early adopted as at the time of preparing these statements (September 2009). The policies set out below have been consistently applied to all the years presented. These consolidated financial statements have been prepared under the historical cost convention. No separate income statement is presented for the parent company as provided by Section 250, Companies Act 1985. Going concern Since the year end, the company has improved the cash position through a profitable summer season and a share placing in July. Furthermore 1,060,000 shares were issued at 20p since the year end. Despite this there are concerns over meeting future liabilities. The Directors are fully expecting to receive the Olive Island project loans currently being negotiated which would include a payment directly into the Parent company. The value of the loan would also allow all liabilities to be paid. Contingency plans are however prepared and include negotiations to bring in a major investor on the Olive Island project level and a partner for the marina company. Furthermore the loan note holders of the €13 million loan notes have indicated that they will not seek repayment from the company in December 2009 unless the group has sufficient funds to do so and continue trading. Subject to the successful completion of these events, and on this basis, the directors consider that it is appropriate to prepare the financial statements on the going concern basis. Basis of Consolidation On 20 May 2004, the company purchased 100% of the issued share capital of Cubus Lux d.o.o., a company registered in the Commercial Court in Rijeka, Croatia, by way of a share for share exchange. Merger accounting was adopted as the basis of consolidation. On 6 March 2006, the company purchased 100% of the issued share capital of Plava Vala d.o.o., a company registered in Croatia, by way of a share for share exchange. The results of the companies have been consolidated using the purchase method. On 22 February 2008, the company purchased 100% of the issued share capital of Duboko Plavetnilo Ugljan Projektant d.o.o. and Duboko Plavetnilo Hoteli d.o.o., two companies registered in Croatia, by way of a share for share exchange and the issue of Cubus Lux Plc loan notes. The results have been consolidated using the purchase method. On 17 March 2008, the company purchased 100% of the issued share capital of Adriatic Development LLC and Worldwide Leisure Holding LLC, two companies registered in the U.S. The results have been consolidated using the purchase method. On 30 May 2008, the company purchased 100% of the issued share capital of Deep Blue Developments Liegenschaftserschliessungs GmbH, a company registered in Austria. The results have been consolidated using the purchase method. On 30 September 2008, the company purchased 100% of the issued share capital of Tiha Uvala d.o.o., a company registered in Croatia. The results have been consolidated using the purchase method. On 1 March 2009, the company acquired 50% of the issued share capital of Cubus Lux Projektiranje d.o.o., a company registered in Croatia. The company has the power to exercise control over the entity's financial operating policies and as such it has been treated as a subsidiary and consolidated using the purchase method. Group accounts consolidate the accounts of the company and its subsidiary undertakings made up to 31 March 2009. All intercompany balances and transactions have been eliminated in full. Subsidiary undertakings are accounted for from the effective date of acquisition until the effective date of disposal. Segment reporting The Group has the separately identifiable business segments of the Casino, Marina, Property, Resorts and Central Overheads for which an analysis of the activity and associated assets are shown within these financial statements. Revenue recognition Revenue comprises the fair value of the sale of goods and services, net of value added tax, rebates and discounts. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits with flow to the entity and when specific criteria have been met for each of the group's activities. Casino operations Income is recognised when received once the daily reconciliations have been performed. Marina income The rental of berths is accounted for on an accrual basis over the period of the rental commitment. Ancillary income from the restaurant and service facilities is recognised when received. Property development income The group uses the percentage of completion method in accounting for its construction contracts. Use of the percentage of completion method requires the group to estimate the construction performed to date as a proportion of the total construction to be performed. Property, plant and equipment Property, plant and equipment are stated at cost less depreciation. Depreciation is calculated to write down the cost of all tangible fixed assets by equal monthly instalments over their estimated useful lives at the following rates:- Motor vehicles - 25% per annum Furniture, fittings, casino equipment and marina assets - 10 - 25% per annum Casino, marina and resort leasehold premises - over the life of the lease Goodwill and business combinations Business combinations on or after 1 January 2005 are accounted for under IFRS 3 using the purchase method. Any excess of the cost of business combinations over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised in the balance sheet as goodwill and is not amortised. After initial recognition, goodwill is not amortised but is stated at cost less any accumulated impairment loss, with the carrying value being reviewed for impairment, at least annually and whenever events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill is allocated to the related cash generating units monitored by management. Where the recoverable amount of the cash generating unit is less than its carrying amount, including goodwill, an impairment loss is recognised in the income statement. Intangible assets include the licence of the Marina which has a carrying value of £5,372,000. The Marina licence has an indefinite useful economic life as it is expected to be automatically renewed after the initial 32 year concession expires. No amortisation is charged on intangible assets relating to the Olive Island Resort, Hotel Sutomišćica and Olive Island Hotel. Amortisation will commence once the projects have been completed and assets brought into use. The charge will be in proportion to the sales of the properties in the resort and life of management contract of the hotel. Assets that have an indefinite useful life are not subject to amortisation. When amortisation commences it will be charged to administrative expenses in the Income Statement. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds it recoverable amount. The recoverable amount is the higher of an asset's fair value and value in use. The Group assesses whether there are any indicators of impairment to the intangible assets. Goodwill and intangible assets with indefinite lives are tested for impairment annually. All other intangible assets are tested for impairment when there are indicators that the carrying amounts may not be recovered. The Group's impairment test for goodwill and intangible assets with indefinite useful lives is based on value in use calculations that use a discounted cash flow model. The cash flows are derived from the financial forecasts for the ensuing years and do not include restructuring activities that the Group is not yet committed to or significant investments that will enhance the asset base of the cash generating unit being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. The key assumptions used to determine the recoverable amount, including a sensitivity analysis, are further explained further in the notes. Foreign currencies Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All exchange differences are dealt with through the income statement. Items included in the financial statements of the group's entities are measures using the currency of the primary economic environment in which the entity operates (the `functional currency'). The consolidated financial statements are presented in sterling, which is the company's functional currency. The exchange rates used at 31 March 2009 was £1 = Euro 1.07798, £1 = HRK 8.0744 Operating lease agreements Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the income statement as incurred. Deferred taxation Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying values in the financial statements. The deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which temporary differences can be utilised. Trade and other receivables Trade and other receivables are recognised and carried at original invoice value less an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified. Share based payments IFRS 2 ("Share based payments") requires the Group to recognise an expense in respect of the granting over shares to employees and directors. This expense, which is calculated by reference to the fair value of the options granted, is recognised on a straight line basis over the vesting year based on the Group's estimate of options that will eventually vest. The Directors have used the Black Scholes model to estimate the value of options granted in the current and prior years. Investments Investments in subsidiary undertakings are stated at cost less provisions for impairment. Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposit held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet. Inventories Inventories represent land held for development and associated development costs incurred to date. Inventories are held at lower of cost and net realisable value. Borrowing costs Borrowing costs are recognised in the income statement in the year incurred. FOREIGN EXCHANGE LOSSES 2009 2008 £'000 £'000 Exchange rate differences 1,895 - ====== ====== The company has issued €13 million of loan notes in respect of the acquisitions of Duboko Plavetnilo-Ugljan Projektant d.o.o. and Duboko Plavetnilo Hoteli d.o.o.. As a result of the exchange rate at 31 March 2009, £1 = €1.07798 (31 March 2008: £1 = €1.25945) the company suffered a translation loss of £ 1,737,708 and the liability was increased from £10,321,884 to £12,059,592. In addition, the deferred consideration of €1,080,706 payable for Tiha Uvala d.o.o. stated to be £858,712 as at the acquisition date of 30 September 2008 (30 September: £1 = €1.25852) has been adjusted to £1,002,528 resulting in a translation loss of £143,817. Other loans when translated resulted in exchange losses of £13,737. There is a possibility that these losses could reverse in the future. FINANCE EXPENDITURE 2009 2008 £'000 £'000 Interest payable on overdrafts 475 284 Interest payable on loan notes 1,062 52 ------------- ------------- 1,537 336 ======= ====== LOSS FOR THE FINANCIAL YEAR The parent company has taken advantage of section 230 of the Companies Act 1985 and has not included its own profit and loss account in these financial statements. The parent company loss after taxation was £3,703,817 (2008: loss £ 35,813). EARNINGS PER SHARE The loss per share of 14.2p (2008: earnings 47.8p) has been calculated on the weighted average number of shares in issue during the year namely 14,785,356 (year ended 31 March 2008: 10,181,002) and losses of £2,098,021 (year ended 31 March 2008: profit £4,871,401). The calculation of diluted losses per share of 14.2p (year ended 31 March 2008: earnings 45.4p) is based on the loss on ordinary activities after taxation and the weighted average of 14,785,356 (2008: diluted average of 10,724,816) shares. For a loss making group with outstanding share options, net loss per share would only be increased by the exercise of out-of-the money options. Since it is inappropriate to assume that option holders would act irrationally no adjustment has been made to diluted EPS for out-of-the-money share options. On 6 August 2008 the company's ordinary shares of £0.01 each were consolidated by the factor 10:1 to ordinary shares of £0.10 each. The previously reported comparative earnings per share of 31 March 2008 (basic 4.78p, diluted 4.54p) have been restated. INVENTORIES - GROUP 2009 2008 £'000 £'000 Work in progress and goods held 4,560 3,172 for resale ======= ======= CASH AT BANK 2009 2008 Group Company Group Company £'000 £'000 £'000 £'000 Cash at bank 3,365 29 2,372 64 ===== ===== ====== ===== Included within the cash at bank and in hand at 31 March 2009 is £114,000 (2008: £224,000) which is held by the Croatian Ministry of Finance as a bond to cover any large casinos wins. Cubus Lux d.o.o. is required to keep this bond in place in order to maintain its gaming licence. Cubus Lux d.o.o. is also required by law to maintain cash on site of €50,000 and HRK 150,000 at each casino, which is included within the above. In addition, Plava Vala d.o.o. have £3,000 (2008: £3,000) on deposit with OTP Leasing for security over a lease for a van and £8,000 (2008: £8,000) with Erste Leasing securing for a boat and Duboko Plavetnilo Ugljan Projektant d.o.o. have a deposit of £8,000 (2008: £8,000)with Erste Bank to secure a vehicle lease. NOTES FOR EDITORS CUBUS LUX plc - AIM ticker: CBX; Frankfurt ticker: FWK Originally a casino operator in Croatia, Cubus Lux has changed its strategic focus to a more broad-based leisure and tourist operation since a new management team joined the Company in 2005. It is now actively involved in the development and operation of marinas, tourist resorts and hotels. The Company aims to become the leading provider of leisure and tourism facilities in Croatia and to participate fully in the inevitable development of the north western Mediterranean region. Croatia has agreed prospective member status with the EU. Currently, Cubus Lux operates two all-year round casinos on the southern tip of the Istrian peninsula, and a 200+berth marina at Sutomišćica, on the island of Ugljan (more commonly referred to as Olive Island). Its hotel and resort development on Olive Island will see the commencement of construction in Q4 2009/10. These projects involve a 500-bed 4-star hotel and the provision of 431 villas and apartments, with accompanying shops, restaurants and bars. Cubus Lux is currently awaiting the outcome of its tenders to develop other tourist facilities in this region of Croatia - involving two more marinas, golf courses and hotels. Corporate chronology: 2000: `Cubus Lux d.o.o.' granted licences to operate casinos in Croatia (licences valid for an initial 10 years, with 8-year renewal option). August 2004: Shares of Cubus Lux plc admitted to AIM July 2005: Dr Gerhard Huber appointed executive chairman February 2006: Acquisition of `Playa Vala d.o.o.' (Olive Island Marina) - effective reverse takeover requiring re-admission of shares to AIM May 2007: opening of marina on Olive Island, at Sutomišćica February 2008: Acquisition of DPUP and DPH, the Olive Island Companies, (Olive Island Resort and Olive Island Hotel, respectively) - effective reverse takeover requiring readmission of shares to AIM March 2008: Company's shares admitted to trading in Frankfurt April 2009: Company announces tender win for 3.4sqm resort development at Valdanos, Montenegro

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