Final Results
Announcement 6 February 2012
CUBUS LUX plc
("Cubus Lux" or the "Company")
Final Results for the Year Ended 31 March 2011
Cubus Lux plc, the operator and developer of tourism and leisure facilities in
Croatia, announces its results for the year ended 31 March 2011.
HIGHLIGHTS
* Group continues progress with its strategy of creating value in
leisure-related and general real estate projects in Croatia, Montenegro and
neighbouring regions
* Discussions are ongoing on financing options, including partnerships, for
specific projects
* Completion of Molatska residential/commercial real estate development in
Zadar
* The Group's Casino activities have ceased
* Revenues of £1.02 million (2010 - £1.48 million)
* Exceptional charges £33.4 million (2010 - £0.8 million)
* Payment conditions breached in Olive Island land purchase resulting in
cancellation of contract and disposal of the intangible asset i.e.
development rights. Project expected to be retrievable subject to financing
* Total Post-tax loss, after exceptional charges, of £30.3 million (2010 -
post-tax loss £3.6 million)
* Net loss per share for continuing operations of 133.95p (2010 - loss per
share of 18.08p)
* Net loss per share for discontinued operations of 0.51p (2010 - loss per
share of 0.91p)
* £956,000 additional equity raised during the year
Commenting on the results, executive chairman, Dr. Gerhard Huber said:
"The recent political environment created conditions which again continued to
challenge us in securing necessary finance. As a consequence, we were unable to
meet obligations to pay the instalments required for the Company to acquire the
Olive Island land. We have therefore recognised a loss on disposal of the Olive
Island intangible assets, `rights of development', through an exceptional
charge. However, the Board remains committed to the development and we intend
to re-acquire the rights of development to the Olive Island deal subject to
financing.
We have several financing options in respect of our major projects under
negotiation. We expect to finalise at least one of these in the coming months.
In the intervening period and in the event that financing is further delayed we
will undertake contingency plans to streamline the Company to guarantee our
continued operation.
In addition, we are reviewing participations in other businesses and revenue
streams, some of which are outside the tourism industry, and we look forward to
providing appropriate updates in due course."
A copy of the report and accounts, together with the notice convening the
Annual General Meeting, which is to be held on 12 March 2012, has today been
posted to shareholders and is available on the Company's website,
www.cubuslux.com.
For further information about the Company please see www.cubuslux.com or
contact:
Cubus Lux PLC Steve McCann, CFO +44 (0) 7787 183 184
Northland Capital Luke Cairns/Rod Venables +44 (0) 20 7796 8800
Partners Limited
(Nominated Adviser)
Keith, Bayley, Simon Frost/David Coffman +44 (0) 203 100 8300
Rogers & Co Limited
(Broker)
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 MARCH 2011
I am pleased to present the results for the year ended 31 March 2011
Overview
The Group has continued to explore new leisure related project opportunities in
Croatia and Montenegro to further our vision of becoming the number one leisure
and tourism company in this region. However, the main focus this last year has
been on securing finance for the large projects already won at tender.
There were signs of some easing in the credit markets during 2011 although most
banks are still showing some reluctance to lend. Despite this, the Board has
advanced in the financing options being negotiated and is now more confident to
be able to secure, in the short term, the necessary finance for the major
projects being considered. We are in discussion with a number of lenders and
potential partners and are currently negotiating alternatives and reviewing
respective borrowing conditions. If received, these loans would benefit all
operations, allow us to fund our main projects and to pursue further expansion
plans. The current situation is that project development funds although
expected, have not been received. As a result, we have not been able to fulfil
payment conditions in the Olive Island land purchase contract causing a breach
by the Group. We are still able to, and very much intend to, close the land
purchase deal as soon as these funds are available and take maximum benefit
from the project.
Because of breaches in contracts we have recognised the disposal of the
intangible assets in respect of the Olive Island Resort and Hotel and Hotel
Sutomiscica as discussed further below. This has resulted in a loss on disposal
of £33,721,000.
Cubus Lux d.o.o. - the gaming company
As previously advised, the existing casino company has suffered economically
largely due to the activities in relation to the modernisation of the hotel.
Consequently, we closed the casino in Pula in June 2011.
Plava Vala d.o.o. - the marina company
Our main operating company in this year has been our marina. We continue to
consider the marina business to be an integral element in our future strategy
and in this respect we have been considering taking a partner with like-minded
goals.
In addition, in the short term, until our financial goals are achieved, we
would still consider disposal opportunities.
Real estate
Our Molatska development is now completed. The parcelisation of the apartments
is currently being finalised in the Croatian courts. Following this completion,
the apartments can be sold as freehold units. We have sold our remaining share
of the project company and will be paid from apartment sales. We have further
reduced the carrying value of our receivable with respect to this debt from
Gortan Zadar d.o.o. by £110,000 to cover potential selling expenses and
transfer tax.
We have a second development at the resort of Borik in Zadar, Croatia. This is
of a similar design to our Molatska development but is close to the coast,
within the tourist area rather than a city location. We have to date paid a
deposit for the land of £675,000. With the required funding, this Borik project
is expected to be profitable, however, in the absence of the required funding
we have prudently written down our initial investment to £nil.
The completion of the two main projects won at tender, Olive Island Resort and
our Valdanos project, still remain a primary focus for us but credit market
conditions remain difficult for large-scale projects such as ours.
Our initial contract to acquire the land for the Olive Island Resort has now
lapsed by virtue of a breach in the purchase agreement, following our inability
to pay the final instalments. The current situation is that the Municipality,
Opcina Preko, is under obligation to repay deposits so far expended of €1.25
million. As a result of the breach, the Group no longer has rights over the
original intangible asset acquired on the acquisition of Duboko Plavetnilo
Ugljan Projektant d.o.o. and Duboko Plavetnilo Hoteli d.o.o.. The Group is,
however, continuing negotiations with Opcina Preko and we expect to complete
the deal outside of the original contract. The Group has reflected the loss of
the `Rights of Development' as a disposal of Intangible Assets. If the Group
does finally acquire the land and complete the Olive Island Resort as is
planned, the Group would retain the full profits of the project. If the
Intangibles had continued to be carried at full value, the Group would have, in
any case, amortised the Intangibles as the developed real estate is sold,
therefore the Group does not consider there to be any long term detriment to
this treatment.
Financial
For the year ended 31 March 2011, the Group reports revenue of £1,016,000
(2010: £1,480,000) and an operating loss for continuing operations, of
£35,572,000 (2010: £1,991,000) after exceptional charges of £33,448,000
(2010: £837,000)
The Group has been negotiating various loan agreements but has still not
completed any. Because of breaches in contracts the Group has recognised the
disposal of the intangible assets relating to its principal two developments,
resulting in a loss on disposal of £33,721,000. Offsetting this, because of
unfulfilled terms by the seller, the Group has derecognised the deferred
consideration liabilities of £1,011,000 in respect of the acquisition of Tiha
Uvala d.o.o. In addition to a reduction in goodwill for Adriatic Development
LLC and Cubus Lux Projektiranje d.o.o., this gives a total exceptional cost of
£33,448,000.
An external net interest charge of £432,000 (2010: £479,000), loan note
interest charge of £939,000 (2010: £923,000) and tax credit of £6,744,000
(2010: £2,000) give an overall loss on continuing operations for the year of £
30,199,000 (2010: £3,395,000). In addition, our discontinued operations
resulted in a loss of £115,000 (2010: £170,000) giving an overall company loss
from ordinary activities of £30,314,000 (2010: £ 3,565,000). Loss per share on
continuing operations, including the exceptional loss, amounted to 133.95p
(2010: 18.08p loss per share). In addition, loss per share on discontinued
operations was 0.51p (2010: 0.91p loss per share)
The Company issued a further 5,623,311 ordinary shares at 14p per share and
56,158 ordinary shares at 17.5p per share during the year. In addition,
warrants of 1,122,813 ordinary shares, exercisable at the nominal value of 10p,
in respect of the acquisition of Duboko Plavetnilo Hoteli d.o.o. in 2008, have
now been exercised.
Plans for the future
Despite setbacks, we are committed to re-acquiring the Rights of Development to
Olive Island and advancing the development of Valdanos at the earliest
opportunity. If we do secure the required funding, we will implement a plan for
the completion of the development of these resort projects. Furthermore, we are
reviewing other opportunities, some of which are outside the tourism industry.
GERHARD HUBER
Chairman
Executive Director
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2011
2011 2010
£'000 £'000
Continuing operations
Revenue 1,016 1,480
Cost of sales (100) (160)
Gross Profit 916 1,320
Administrative expenses (3,040) (2,474)
-
Exceptional charges (33,448) (837)
Operating loss (35,572) (1,991)
Net finance expenditure (1,371) (1,402)
Loss on ordinary activities (36,943) (3,393)
before tax
Tax on ordinary activities 6,744 (2)
Loss on ordinary activities (30,199) (3,395)
after tax
Discontinued operations
Loss for the year from discontinued (115) (170)
operations
Loss on ordinary activities (30,314) (3,565)
for the year
Exchange differences on translation of 117 (25)
overseas operations
Total comprehensive loss for (30,197) (3,590)
the year
Loss for the year
attributable to:
Equity holders of the Company (30,314) (3,569)
Minority interest - 4
(30,314) (3,565)
LOSS PER SHARE - Continuing operations
Basic (133.95)p (18.08)p
Diluted (133.95)p (18.08)p
LOSS PER SHARE - Discontinued operations
Basic (0.51)p (0.91)p
Diluted (0.51)p (0.91)p
CONSOLIDATED BALANCE SHEET
AT 31 MARCH 2011
ASSETS 2011 2010
£'000 £'000
Non-current assets
Intangible assets 5,372 39,093
Goodwill - 738
Property, plant and equipment 4,309 4,780
9,681 44,611
Current assets
Inventories 3,983 8,252
Trade and other receivables 1,190 660
Cash at bank 2,165 2,675
7,338 11,587
TOTAL ASSETS 17,019 56,198
EQUITY
Equity attributable to the owners of the
parent
Called up share capital 2,608 1,928
Share premium account 17,411 17,135
Merger reserve 347 347
Retained earnings (32,456) (2,345)
TOTAL EQUITY (12,090) 17,065
MINORITY INTEREST IN EQUITY - 237
LIABILITIES
Non-current liabilities
Deferred consideration - 416
Deferred tax liabilities 1,074 7,818
Loans 3,350 2,615
4,424 10,849
Current liabilities
Trade and other payables 5,956 6,216
Loans 18,729 21,831
24,685 28,047
TOTAL LIABILITIES 29,109 38,896
TOTAL EQUITY AND LIABILITIES 17,019 56,198
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2011
2011 2010
£'000 £'000
Cash flows from operating activities
Loss after taxation (30,314) (3,565)
Adjustments for:
Net finance income 1,371 1,402
Tax (credit)/charge (6,744) 2
Write down in inventories 675 -
Profit on disposal of fixed assets - 60
Exchange rate differences 88 (242)
Share based payments 86 276
Depreciation 322 359
Loss on disposal of intangible assets 33,721 -
Impairment of goodwill 738 837
Movement in trade and other receivables (530) 50
Movement in inventories 3,594 (1,887)
Movement in trade and other payables (1,094) 1,101
Disposal of subsidiary (2,890) -
Cash outflow from operating activities (977) (1,607)
Interest paid - net (155) (434)
Net cash outflow from operating activities (1,132) (2,041)
Cash flows from investing activities
Purchase of property, plant and equipment (17) (122)
and intangibles
Proceeds from sale of property 34 -
Cash inflow/(outflow) from financing 17 (122)
activities
Cash flows from financing activities
Issue of shares 872 268
Capital element of finance lease repaid - (22)
Net loans undertaken less repayments (307) 1,328
Cash inflow from financing activities 565 1,574
Net cash (outflow)/inflow from all (550) (589)
activities
Cash and cash equivalents at beginning of 2,675 3,365
period
Non-cash movement arising on foreign 40 (101)
currency translation
Cash and cash equivalents at end of period 2,165 2,675
Cash and cash equivalents comprise
Cash and cash equivalents 2,165 2,675
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2011
Total
attributable
to equity
Share Share Merger Retained Translation holders of Minority
capital Premium reserve earnings Reserve the company Interests Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 April 2009 1,790 17,005 347 1,691 (718) 20,115 233 20,348
Share based - - - 276 - 276 - 276
payments
Total
comprehensive
loss for the - - - (3,569) (25) (3,594) 4 (3,590)
year
Issue of shares
(net of
costs) 138 130 - - - 268 - 268
At 31 March 1,928 17,135 347 (1,602) (743) 17,065 237 17,302
2010
Share based - - - 86 - 86 - 86
payments
Total
comprehensive
loss for the - - - (30,314) 117 (30,197) (237) (30,434)
year
Issue of shares
(net of costs) 680 276 - - - 956 - 956
At 31 March 2,608 17,411 347 (31,830) (626) (12,090) - (12,090)
2011
The financial information in this announcement does not comprise statutory
accounts for the purpose of Section 435 of the Companies Act 2006 for the years
ended 31 March 2010 and 2011. It has been extracted from the Company's
consolidated accounts for the period to 31 March 2011.
The statutory accounts for the year ended 31 March 2010 have been delivered to
the Registrar of Companies and included an audit report which was unqualified,
did not contain statements under Sections 498(2) or (3) of the Companies Act
2006 but did contain an emphasis of matter in relation to Going Concern. The
statutory accounts for the year ended 31 March 2011 will be delivered to the
Registrar of Companies in due course.
The auditors' report on the 2011 financial statements, whilst unqualified,
contains the following emphasis of matter in relation to Going Concern:
"In forming our opinion on the financial statements, which is not modified, we
have considered the adequacy of the disclosure made in note 1 to the financial
statements concerning the Company's ability to continue as a going concern. The
Group incurred a net loss of £30,314,000 during the year ended 31 March 2011
and at the year end the Group's current liabilities exceed its current assets
by £17,347,000. This along with the other matters explained within the
accounting policies, indicates the existence of a material uncertainty which
may cast significant doubt about the Group's ability to continue as a going
concern. The financial statements do not include the adjustments that would
result if the Group was unable to continue as a going concern."
EXTRACT FROM THE NOTES TO THE FINANCIAL STATEMENTS
1. 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 (January 2012). The
policies set out below have been consistently applied to all the years
presented.
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions that affect
the reported amounts of revenues and expenses during the period. Although these
estimates are based on management's best knowledge of the amount, event or
actions, actual results ultimately may differ from those estimates.
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 408, Companies Act 2006.
Going concern
The Group has a tight control on expenditure, is running lean operations but is
still committed to exploring and developing essential profitable growth sectors
and has been striving to improve the cash position. The summer season was
profitable although the continuing recession did have an impact on numbers of
tourists in the city and potential day trippers to our facilities. In addition,
the Company has issued equity in the late summer months to raise funds to keep
existing and new projects running. A total of 4,628,448 ordinary shares were
issued at prices ranging between 10.5p and 12p per share. Despite this, there
are still concerns over meeting future liabilities.
The Executive Directors are working continually to obtain the necessary loan
finance for the larger projects, in particular for Olive Island Resort and
Valdanos. The Ugljan Island Municipality, as existing land owner for our
resort, remains very encouraged by the progress being made by the Company and
the State of Croatia are aware of our efforts and are very encouraging also.
The Directors are in continued dialogue with these parties and are maintaining
good and positive relations. The Directors are satisfied that sufficient
funding to fully finance all current projects will be available.
The Directors have agreed a loan that would satisfy the construction costs of
not only Olive Island Resort and Hotel but Hotel Sutomiscica also. Despite the
Directors confidence that the agreed loans will be received in good time to
continue with the projects there is uncertainty over the specific timing. As a
consequence, as the terms of the loan are specific to the intangible asset
valuations, any uncertainty in the loans used in this valuation would create
uncertainty in the balance sheet. The Directors are negotiating alternative
loans and project partnerships.
In addition to the receipt of the aforementioned corporate loans, the Company
maintains contingency plans which include negotiations to sell the Olive Island
marina if necessary. The Company has interest from prospective investors on
both a 100% purchase and 50% partnership alternative. In addition, the Company
has sold its share of the Molatska residential development project for €
900,000. This money will be realised from the early sales of completed
apartments. Furthermore, loan note holders of the €13,000,000 loan notes have
confirmed that they will not seek repayment from the Company unless the Group
has sufficient funds to do so and continue trading and the Directors have
negotiated an extension to 31 December 2012 with the remaining loan note
holders.
In addition to the focus on leisure and tourism, the Company is also
negotiating opportunities to diversify into other fields and is currently
pursuing a deal that would financially support the Company further going
forward.
Given the uncertainty over the future funding the Directors recognise that
there is a material uncertainty that casts significant doubt over the Group's
ability to operate as a going concern. The financial statements do not contain
the adjustments that would be necessary if the Group was unable to continue as
a going concern. Such adjustments would include presenting assets at their
recoverable amounts which would be likely to result in further provisions to
the current carrying amounts in the financial statements and to providing for
further liabilities that might arise on a break up basis of preparation.
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. In 2010 the company that sold Tiha
Uvala d.o.o. was declared bankrupt preventing it from finalising tender
conditions to acquire the land rights and therefore the Company has
derecognised the deferred consideration that remained outstanding as these
amounts are no longer considered to be due.
On 1 March 2010, 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 2011. 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.
2. EARNINGS PER SHARE
The loss per share of continuing operations of 133.95p (2010 loss 18.08p) has
been calculated on the weighted average number of ordinary shares in issue
during the year, namely 22,545,720 (year ended 31 March 2010: 18,773,207) and
losses of £30,199,000 (year ended 31 March 2010: loss £3,395,000).
The loss per share of discontinued operations of 0.51p (2010: loss 0.91p) has
been calculated on the weighted average number of ordinary shares in issue
during the year, namely 22,545,720 (year ended 31 March 2010:18,773,207) and
losses of £115,000 (year ended 31 March 2010: loss £170,000).
The calculation of diluted losses per share on continuing operations of 133.95p
(year ended 31 March 2010: loss 18.08p) and calculation of diluted losses per
share on discontinued operations of 0.51p (year ended 31 March 2010: loss
0.91p) are based on the loss on ordinary activities after taxation and the
weighted average of 22,545,720 ordinary shares (year ended 31 March 2010:
18,773,207). 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 dilute EPS for out-of-the-money share options.
3. EXCEPTIONAL ITEMS
2011 2010
£'000 £'000
Impairment of goodwill 738 837
Loss on disposal of intangible assets 33,721 -
De-recognition of deferred consideration (1,011) -
liability
33,448 837
Analysis of the loss on disposal in respect of the carrying value of Intangible
Assets:
2011 2010
£'000 £'000
Hotel Sutomiscica 3,191
Olive Island Resort 26,503 -
Olive Island Hotel 4,027
33,721 -
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. 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 development of the north
western Mediterranean region. Croatia will be admitted as a member of the EU in
2013.
Currently, Cubus Lux operates a 200+berth marina at Sutomišćica, on the island
of Ugljan (more commonly referred to as Olive Island). Subject to the
completion of the acquisition of the land at Olive Island and the securing of
the required development funding, the management of Cubus Lux expect to
commence development of its hotel and resort on the Island. The development of
these projects involves a 500-bed 4-star hotel and the provision of 431 villas
and apartments, with accompanying shops, restaurants and bars.
Cubus Lux is currently negotiating the provision of loan funding for its
projects and reviewing other opportunities, some of which are outside the
tourism industry
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