Interim Results

Cubus Lux plc 28 September 2004 CUBUS LUX PLC REPORT AND FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2004 CHAIRMAN'S STATEMENT I am pleased to be writing my first letter as Chairman of Cubus Lux Plc following our successful fund raising and admission to AIM. Trading commenced on AIM on 31 August 2004. We would like to thank our shareholders and our professional advisors for helping us achieve this satisfactory start. I also thank our staff for their hard work and continuing contribution. Operations The several months prior to the end of June 2004 were mainly consumed by work related to capital raising. Our core operation for this period was our casino at the Histria Hotel 'the ' Casino Las Vegas'' in Pula Croatia. We have introduced new operating and compliance systems and have generally strengthened internal controls. Financial Results We are reporting total revenues of £168,000 for the six months ending June 2004 and a pre-tax loss of £80,000. Post balance sheet Events We have started implementing a marketing strategy for the Pula casino and a notable highlight of this is our sponsorship of the Croatian Premier League Football Club known as Pula 1856. 'Casino Las Vegas' will now feature prominently in national and local media, both television and print. We have worked very hard to open our second casino at the Belvedere Hotel in Medulin, also in the Istria Peninsula. This site was opened on 11 September 2004. This is somewhat later than we would have hoped, but will allow us to focus on building our local customer base pending next year's summer season. We regret to announce the departure of our Chief Executive Yaron Yenni following notification that he might be appointed as a judge in an Israeli labour court. We are presently in negotiations with a new executive who we believe will serve the group well. We will make an announcement as soon as possible Strategic Plans We are seeking expansion and acquisition opportunities in the gaming sector. DAVID GRAY Chairman 28 September 2004 GROUP PROFIT AND LOSS ACCOUNT FOR THE SIX MONTHS ENDED 30 JUNE 2004 Six months to Six months to Year to 31 30 June 2004 30 June 2003 December 2003 Unaudited Unaudited Audited Note £'000 £'000 £'000 TURNOVER 3 168 220 528 Cost of sales (22) (27) (64) ---------- ---------- ---------- GROSS PROFIT 146 193 464 Administrative expenses (221) (326) (729) ---------- ---------- ---------- OPERATING LOSS 3 (75) (133) (265) Interest payable (5) - - ---------- ---------- ---------- LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (80) (133) (265) Tax on loss on ordinary activities 4 - - - ---------- ---------- ---------- RETAINED LOSS (80) (133) (265) ======== ======== ======== GROUP BALANCE SHEET AT 30 JUNE 2004 As at As at As at 30 June 2004 30 June 2003 December 2003 Unaudited Unaudited Audited Note £'000 £'000 £'000 FIXED ASSETS Tangible assets 6 237 250 226 ---------- ---------- ---------- CURRENT ASSETS Stock 3 12 3 Debtors 31 34 3 Cash at bank 253 44 88 ---------- ---------- ---------- 287 90 94 CREDITORS: amounts falling due within one year (609) (523) (635) ---------- ---------- ---------- NET CURRENT LIABILITIES (322) (433) (541) ---------- ---------- ---------- TOTAL ASSETS LESS CURRENT LIABILITIES (85) (183) (315) ======== ======== ======== CAPITAL AND RESERVES Called up share capital 7 161 161 161 Other reserve 8 159 - - Merger reserve 8 347 196 196 Profit and loss account 8 (752) (540) (672) ---------- ---------- ---------- EQUITY SHAREHOLDERS' DEFICIT (85) (183) (315) ======== ======== ======== GROUP CASH FLOW STATEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2004 Six months to Six months to Year to 31 30 June 2004 30 June 2003 December 2003 Unaudited Unaudited Audited £'000 £'000 £'000 Operating loss (75) (133) (265) Depreciation and amortisation 24 24 48 (Increase)/decrease in debtors (28) 1 32 Increase in stock - (12) (3) (Decrease)/increase in creditors (6) 162 158 ---------- ---------- ---------- CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES (85) 42 (30) Capital expenditure and financial investment (35) (43) (43) ---------- ---------- ---------- CASH OUTFLOW BEFORE FINANCING (120) (1) (73) FINANCING Net loans received 285 8 124 ---------- ---------- ---------- INCREASE IN CASH IN THE PERIOD 165 7 51 ======== ======== ======== RECONCILIATION OF NET CASH FLOW TO NET DEBT FOR THE SIX MONTHS ENDED 30 JUNE 2004 Six months to Six months to Year to 31 30 June 2004 30 June 2003 December 2003 Unaudited Unaudited Audited £'000 £'000 £'000 Increase in cash in the period 165 7 51 Cash inflow from movement in debt (285) (8) (124) ---------- ---------- ---------- Movement in net debt in the period (120) (1) (73) Net debt at beginning of period (294) (221) (221) ---------- ---------- ---------- Net debt at end of period (414) (222) (294) ======== ======== ======== RECONCILIATION OF MOVEMENTS IN GROUP SHAREHOLDERS' DEFICIT FOR THE SIX MONTHS ENDED 30 JUNE 2004 Six months to Six months to Year to 31 30 June 2004 30 June 2003 December 2003 Unaudited Unaudited Audited £'000 £'000 £'000 Loss for the financial period (80) (133) (265) ---------- ---------- ---------- (80) (133) (265) New shares issued (net of issue costs) 310 - - ---------- ---------- ---------- Net movement in shareholders' deficit 230 (133) (265) Opening shareholders' deficit (315) (50) (50) ---------- ---------- ---------- Closing shareholders' deficit (85) (183) (315) ======== ======== ======== NOTES TO THE REPORT AND FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2004 1. BASIS OF CONSOLIDATION The company was incorporated on 13 May 2004 and changed its name to Cubus Lux Plc by special resolution of the members. 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. Under Financial Reporting Standard 6, merger accounting has been adopted as the basis of consolidation. 2. BASIS OF PREPARATION AND ACCOUNTING POLICIES The financial information is prepared on the historical cost basis in accordance with the applicable accounting standards. It comprises the consolidated financial information of Cubus Lux Plc and its subsidiary. The interim financial information has been prepared on a basis consistent with the basis of preparation and accounting policies set out in the admission document dated 17 August 2004. The information set out in this interim report for the six months ended 30 June 2004 does not comprise statutory accounts within the meaning of section 240 of The Companies Act 1985. Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. The results and balance sheets of overseas operations are translated at the rate of exchange ruling at the balance sheet date. 3. BUSINESS SEGMENT ANALYSIS The turnover, loss on ordinary activities before taxation and net liabilities of the Group, all of which occur in the Republic of Croatia, are attributable to one activity, that of the operation of a casino. 4. TAXATION There is no tax charge for the six months to 30 June 2004 due to the trading losses incurred. 5. EARNINGS PER SHARE The calculation for earnings per share has not been performed for periods prior to the admission to AIM. 6. TANGIBLE FIXED ASSETS Leasehold Other tangible premises fixed assets Total £'000 £'000 £'000 Cost or valuation At 1st January 2004 2 324 326 Additions 16 19 35 ---------- ---------- ---------- At 30th June 2004 18 343 361 ---------- ---------- ---------- Depreciation At 1st January 2004 - 100 100 Charge for the year 1 23 24 ---------- ---------- ---------- At 30th June 2004 1 123 124 ---------- ---------- ---------- Net Book Value At 30th June 2004 17 220 237 ======== ======== ======== At 31st December 2003 2 224 226 ======== ======== ======== At 30th June 2003 - 250 250 ======== ======== ======== 7. CALLED UP SHARE CAPITAL 1 January 2004 30 June 2004 £'000 £'000 Authorised: 30,000,000 ordinary shares of £0.01 each - 300 2,000,000 deferred ordinary shares of £0.001 each - 2 ======== ======== Allotted, called up and fully paid: 15,950,000 ordinary shares of £0.01 each - 159 1,555,554 deferred ordinary shares of £0.001 each - 2 ======== ======== On incorporation, the company issued 2 subscriber shares of £1.00 each. On 20 May 2004, the company purchased the entire issued share capital of Cubus Lux d.o.o. by way of a share for share exchange resulting in 15,949,801 ordinary shares of £0.01 each being issued in consideration. On 5 June 2004, 1,555,554 deferred ordinary shares were issued and paid at par value of £0.001 each. 8. RESERVES Other Merger Profit and reserve reserve loss account Total £'000 £'000 £'000 £'000 As at 1 January 2004 Retained loss for six months - 196 (672) (476) Acquisition of subsidiary - - (80) (80) 159 151 - 310 At 30 June 2004 ---------- ---------- ---------- ---------- 159 347 (752) (246) ======== ======== ======== ======== 9. POST BALANCE SHEET EVENTS As a result of a public offer for subscription, the company issued 6,152,000 shares in July and August 2004 for a total net consideration of £1,384,201. INDEPENDENT REVIEW REPORT TO CUBUS LUX PLC We have been instructed by the company to review the financial information for the six months ended 30 June 2004, which comprise the Consolidated Profit and Loss Account, the Consolidated Balance Sheet, the Consolidated Cash Flow statement and the related notes. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. This report is made solely to the company in accordance with guidance contained in Bulletin 1999/4 'Review of interim financial information' issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed. Respective responsibilities of directors The interim report, including the financial statements contained therein, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the interim report in accordance with the AIM Rules of the London Stock Exchange which require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board. A review consists principally of making enquiries of management and applying analytical procedures to the financial information and underlying financial data and based thereon, assessing whether the accounting policies and presentation have been consistently applied and adequately disclosed. 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 performed in accordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 June 2004. haysmacintyre Fairfax House Chartered Accountants 15 Fulwood Place Registered Auditors London WC1V 6AY 28 September 2004 This information is provided by RNS The company news service from the London Stock Exchange BGBUPCGAR

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