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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Playgolf | LSE:PLG | London | Ordinary Share | GB00B01GB928 | ORD 0.2P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.275 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number : 8066X
Playgolf (Holdings) PLC
30 June 2008
30 June 2008
Playgolf (Holdings) Plc
("Playgolf" or "the Company")
Final Results for the Year Ended 31 December 2007
Playgolf (Holdings) Plc the operator and developer of advanced multi-sport facilities in the UK, today announces audited results for the
year ended 31 December 2007.
Highlights
* 90 acre development at East Kilbride to open Spring 2009
* Heads of Terms agreed with tenants for the majority of commercial units
* Negotiations continuing with a number of other local authorities for similar schemes
* Proposed name change to PlaySport Holdings Plc to reflect core business as operator of public access multi-sports facilities
Commenting on the results, Mike Mealey, Chairman said:
"The Government has launched a number of financial initiatives to improve access to sports facilities for all. It is this renewed focus
on sport for the community and the requirement of local authorities to provide sports facilities that will assist us in securing both the
sites and the planning permission necessary to enable us to roll out our East Kilbride model across the United Kingdom."
Copies of the accounts have been posted to shareholders and available for download from the Company website www. playgolfworld.com
Contacts:
David Piggins/Mike Mealey
Playgolf (Holdings) Plc 01926 422 320
Paul Shackleton/Tessa Smith
Daniel Stewart & Company plc 020 7776 6550
Trevor Phillips/Mark Longson
Square1 Consulting Limited 020 7929 5599
PLAYGOLF (HOLDINGS) PLC
EXECUTIVE CHAIRMAN'S REVIEW
FOR THE YEAR ENDED 31 DECEMBER 2007
Playgolf (Holdings Plc) - Developing Britain's Sporting Future
I announce the results for the period to 31 December 2007. Turnover for the year was £2,384,000 (2006: £2,939,000) and gross profits
£1,378,000 (2006: £1,543,000). The loss for the year was £2,468,000 (2006: £2,127,000). Net assets per share declined from 18p per share to
9p per share.
2007 was a significant year in the evolution of the business. Since my appointment as Executive Chairman in May 2007 to date, as
previously announced, the composition of the Board has totally changed to bring the experience and skills required to develop the Group into
the primary developer and operator of public access sports facilities in the UK. David Piggins, Chief Executive since the flotation, has now
transferred his full time attention to the development of PowerPlay Golf which is 25% owned by Playgolf. He remains on our Board and we
thank him for his vision and contribution to the formation and development of the business to date.
The Board has refined its strategy for the future development of the business which we believe will eliminate the recurring trading
losses and focus upon new developments similar in size to our East Kilbride project. Kilmartin Property Group, as well as being our joint
venture partner in the East Kilbride project, bought an additional 10,173,261 new Ordinary Shares of 0.2p each through a placing at 9.75
pence per share in December 2007 to take their shareholding to 20.17%.
Throughout the year, considerable operational progress was made with our 3 existing sites to reduce operating losses:
Northwick Park
We have completed works to extend Northwick Park from a 6-hole course to a 9-hole course and have replaced the original tenants of the
restaurant, gymnasium and retail unit. The loss-making joint venture we had for the restaurant was terminated and a new local tenant signed
on a 15 year lease. They completed a wholesale refit of the premises and opened for business in May 2008. We are confident that the new
operator will provide an improved offering to customers and provide a positive contribution to the Group. The retail unit has been re-let on
a 15 year lease to American Golf from November 2007 and they are already trading at far higher levels than the previous tenant. The operator
of the gymnasium exercised a break clause in their lease and we are currently running the gym although we are in negotiations with potential
operators to take this over.
These changes have improved the customer experience at Northwick Park which is resulting in increased turnover and profit for the
business.
Metro Driving Range
The Board determined that this facility was not a core asset to the Group and consequently with effect from 1 January 2008 a 10 year
lease was signed to hand over control of the site to the existing management team.
Trafford Park, Manchester
Following an upgrade to the facilities trading improved during the period under review. American Golf continued to improve trading and
their increased turnover triggered an up-lift in their rent in accordance with the terms of their lease.
Whilst Metro, Trafford Centre and Northwick Park all contribute operating profit they are not sufficiently large to generate meaningful
revenues to the Group and the Board will look to dispose of these facilities in the short to medium term.
Future Focus
East Kilbride
Our joint venture with Kilmartin Property Group to develop the East Kilbride site commenced in July 2007 with a budget of £20 million.
This 90 acre site will comprise 220,000 sq. ft. of buildings, a 9-hole golf course, a driving range plus various other indoor and outdoor
sports and is substantially bigger than our other facilities. The facility will be officially opened in Spring 2009 and we will operate the
driving range and golf course. Heads of Terms are agreed with tenants for the majority of the space which we believe, when complete, will be
considered the best sporting facility in Scotland if not the UK. This development provides the template for the future growth of the
business and the size is typical for projects that we wish to roll out across the UK.
The East Kilbride development is, as we have stated, the model for the future growth of the company. The scale of the development,
coupled with long-term commercial leases to the various operators and tenants, will provide the recurring revenues necessary to create value
for shareholders.
PowerPlay Golf
PowerPlay Golf is an innovative development of the traditional game which has been hailed as golf's answer to Cricket's Twenty/20. The
Company is a substantial shareholder in PowerPlay with 25%. PowerPlay Golf is currently seeking equity funding to support its development
plan to globalise. Whilst we are confident of its future potential, as it is at an early stage in its development, we have taken the prudent
approach of continuing to hold this stake at nil value on the balance sheet.
On going Negotiations
Our business strategy has been designed to use the East Kilbride site as a template for future development and as such we expect to
undertake additional joint ventures projects with the Kilmartin Property Group. We believe there are substantial development opportunities
across the UK and we are already in negotiations with a number of local authorities to bring our unique multi-sport concept to local
communities.
Rebranding
We intend changing the name of the company from Playgolf (Holdings) Plc to PlaySport Holdings Plc to reflect the strategy of the
business to become the premier developer and operator of public access multi-sports facilities on the scale of East Kilbride. A resolution
to change the name will be proposed to shareholders at the AGM.
The British Government recognises the important benefit of sport on the nations' health. As part of the 2012 Olympic effect the
Government has launched a number of financial initiatives to improve access to sports facilities for all. It is this renewed focus on sport
for the community and the requirement of local authorities to provide sports facilities that will assist us in securing both the sites and
the planning permission necessary to enable us to roll out our model across the United Kingdom.
M.C. Mealey
Executive Chairman
27 June 2008
PLAYGOLF (HOLDINGS) PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2007
The directors present their report and the financial statements of the Group for the year ended 31 December 2007.
ACCOUNTS PRODUCTION
The financial statements for the year ended 31 December 2007 have been prepared in accordance with International Financial Reporting
Standards for the first time. Details of the policies, the effect on the results and on the comparatives are explained in Note 1.
PRINCIPAL ACTIVITIES
The principal activity of the Group is golf course and driving range management.
The subsidiary undertakings principally affecting the profits and net assets of the Group in the year are listed in note 10 to the
financial statements.
BUSINESS REVIEW
Details of the Group`s performance during the year and expected future developments are contained in the Executive Chairman's Review.
FINANCIAL INSTRUMENTS
The major financial risk faced by the Group relates to funding. The policies agreed for managing these financial risks have remained the
same since the beginning of the year under review. The company finances its operations using bank balances, overdrafts and bank loans, plus
debtors and creditors. The cash flow is regularly monitored by the directors. The company does not undertake any trading in financial
instruments.
RESULTS AND DIVIDENDS
The audited financial statements for the year ended 31 December 2007 are set out on pages 8 to 25. The Group's loss for the year, after
taxation, was £2,468,000 (2006: £2,127,000).
The directors recommend that no final dividend be paid (2006: £Nil).
DIRECTORS
The directors of the company who served during the year and their beneficial interest in the shares of the Group are shown below:-
Ordinary shares of Ordinary shares of
£0.002 each £0.002 each
31 December 2007 31 December 2006
Number % Number %
D.A.C. Piggins 12,308,845 15.8 12,041,068 20.8
H.L.W. Fox (resigned 24 April - - 10,796,586 18.6
2007)
W. Frewen 7,763,615 9.9 7,763,615 13.4
P.A. McEvoy (resigned 1 April - - - -
2007)
N.S. McGuinness (appointed 15 - - - -
May 2007)
M.C. Mealey 815,554 1.0 - -
J Wallace (appointed 25 May 55,555 0.1 - -
2007)
A.L. Montgomery (appointed 1 July - - - -
2007)
D.A.T. Postins (appointed 20 - - - -
June 2007)
SUBSTANTIAL SHAREHOLDINGS
In addition to the directors' shareholdings, the directors are aware of the following substantial shareholdings in the company:
Ordinary shares of Ordinary shares of
£0.002 each £0.002 each
31 December 2007 31 December 2006
Number % Number %
Capita Trust Company Limited 3,600,000 4.6 3,600,000 6.2
HSBC Global Custody Nominees 17,986,963 23.1 7,526,683 13.0
J M Finn Nominees Limited 7,586,779 9.7 5,155,525 8.9
Kilmartin Property Group 15,728,816 20.2 - -
MGL Nominees Limited - - 2,700,000 4.7
Worldwide Nominees Limited 3,431,551 4.4 - -
SUPPLIER PAYMENT POLICY
The company's policy, which is also applied to the Group, is in the absence of dispute to settle with suppliers as expeditiously as
possible within their terms of payment. Trade creditors of the Group at 31 December 2007 represent approximately 55 days purchases (2006: 90
days).
DIRECTORS' INTERESTS IN CONTRACTS
No director was, or is, materially interested in any contract subsisting during, or at the end of the financial year which was
significant in relation to the business of the Group except as documented in Note 19.
COMPLIANCE
As an AIM listed company, the Combined Code is not mandatory and the company has therefore not produced a separate Corporate Governance
or Directors' Remuneration Report.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state
of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors
are required to;
* select suitable accounting policies and then apply them consistently;
* make judgements and estimates that are reasonable and prudent;
* prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue
in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial
position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also
responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
So far as each of the directors is aware at the time the report is approved:
* there is no relevant audit information of which the company's auditors are unaware; and
* the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to
establish that the auditors are aware of that information.
CREST
The company's ordinary shares are eligible for settlement through CREST, the system for securities to be held and transferred in
electronic form rather than in paper. Shareholders are not obliged to use CREST and can continue to hold and transfer shares in paper
without loss of rights.
AUDITORS
A resolution reappointing haysmacintyre will be proposed at the AGM in accordance with S385(2) of the Companies Act 1985.
BY ORDER OF THE BOARD
E.J. Wainman
Secretary
27 June 2008
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS
OF PLAYGOLF (HOLDINGS) PLC
We have audited the group and parent company financial statements of Playgolf (Holdings) plc for the year ended 31 December 2007 which
comprise the Group Income Statement, Consolidated Statement of Income and Expense, the Group and Company Balance Sheets, the Group and
Parent Company Cash Flow Statements, the Group and Parent Company Statement of Changes in Shareholders' Equity and the related notes. These
financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work
has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company
and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and
International Financial Reporting Standards (IFRSs) as adopted for use in the European Union are set out in the Statement of Directors
Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International
Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements have
been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation. We also report to you if, in our
opinion, the Directors' Report is not consistent with the financial statements, if the company has not kept proper accounting records, if we
have not received all the information and explanations we require for our audit, or if information specified by law regarding directors'
remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report, and consider whether it is consistent with the audited financial statements.
This other information comprises only the Directors' Report and the Executive Chairman's Review. We consider the implications for our report
if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not
extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board.
An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial. It also includes an
assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether
the accounting policies are appropriate to the group's and company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to
provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether
caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of
information in the financial statements.
Going Concern
Without qualifying our opinion, we have considered the adequacy of and draw your attention to the disclosures made in note 1 to the
financial statements concerning the group's ability to continue as a going concern. The directors consider the reliance on future financing,
improvements in trading and the plans for disposal of the unprofitable subsidiaries will be sufficient to meet the working capital
requirements of the group for the next twelve months.
Opinion
In our opinion:
* the group financial statements give a true and fair view, in accordance with IFRSs as adopted for use in the European Union, of
the state of the group's affairs as at 31 December 2007 and of its loss for the year then ended;
* the group financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS
Regulations;
* the parent company financial statements give a true and fair view, in accordance with IFRSs as adopted for use in the European
Union as applied in accordance with the provisions of the Companies Act 1985, of the state of the parent company's affairs as at 31 December
2007; and
* the information given in the Directors' Report is consistent with the financial statements.
haysmacintyreChartered FairfaxHouse15 Fulwood PlaceLondonWC1V 6AY
AccountantsRegistered Auditors27
June 2008
PLAYGOLF (HOLDINGS) PLC
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2007
2007 2006
Note £'000 £'000
REVENUE 1
Group and share of joint venture
- continuing operations 2,384 2,867
- discontinued operations - 72
------------- ------------
2,384 2,939
Less: Share of joint venture's revenue - -
-------------- --------------
Group revenue 2,384 2,939
Cost of sales (1,006) (1,396)
------------- ------------
GROSS PROFIT 1,378 1,543
Administrative expenses (2,998) (2,909)
-------------- ----------------
GROUP OPERATING LOSS (1,620) (1,366)
Share of operating loss in joint (12) -
venture
Continuing operations (1,632) (1,354)
Discontinued operations - (12)
------------- ------------
Operating loss of the group and joint 2 (1,632) (1,366)
venture
Loss on disposal of investments - (43)
Net Finance expenditure 3 (836) (768)
Other income - 50
--------------- ---------------
LOSS ON ORDINARY
ACTIVITIES BEFORE TAXATION (2,468) (2,127)
Tax on ordinary activities 6 - -
------------- --------------
LOSS ON ORDINARY
ACTIVITIES AFTER TAXATION (2,468) (2,127)
------------- -------------
LOSS FOR THE FINANCIAL YEAR (2,468) (2,127)
====== ======
Loss per share - basic
8 (3.8)p (3.7)p
======= ======
PLAYGOLF (HOLDINGS) PLC
CONSOLIDATED STATEMENT OF INCOME AND EXPENSE
FOR THE YEAR ENDED 31 DECEMBER 2007
31 December 2007 31 December 2006
£'000 £'000
LOSS FOR THE FINANCIAL YEAR (2,468) (2,127)
Unrealised surplus on revaluation of - 152
leasehold properties
Impairment of leasehold property (1,000) -
Reclassification of JV's property as (2,000) -
inventories
---------- ----------
Total recognised expense for the year (5,468) (1,975)
====== ======
PLAYGOLF (HOLDINGS) PLC
CONSOLIDATED BALANCE SHEET
AT 31 DECEMBER 2007
2007 2006
Note £'000 £'000
ASSETS
Non-current assets
Property, plant and equipment 9 15,888 21,843
Provision for joint venture investment
Share of gross assets 1,347 -
Share of gross liabilities (1,387)
------------ ------------
Share of net liabilities (40) -
Loan to joint venture 444 -
------------ ------------
404 -
------------ ------------
16,292 21,843
------------ ------------
Current assets
Inventories 11 - 15
Trade and other receivables 12 422 394
Cash and cash equivalents 13 1,246 83
------------ ------------
1,668 492
------------ ------------
TOTAL ASSETS 17,960 22,335
======= =======
EQUITY
Capital and reserves attributable to the
Company's equity shareholders
Called up share capital 14 156 116
Share premium account 4,919 3,132
Merger reserve 467 467
Revaluation reserve 4,284 9,421
Other reserves 400 400
Retained earnings (3,510) (3,179)
------------ ------------
TOTAL EQUITY 6,716 10,357
------------ ------------
LIABILITIES
Non current liabilities
Borrowings 15 10,532 10,950
Current liabilities
Borrowings 13,15 41 43
Trade and other payables 16 671 985
------------ ------------
712 1,028
------------ ------------
TOTAL LIABILITIES 11,244 11,978
------------ ------------
TOTAL EQUITY AND LIABILITIES 17,960 22,335
======= =======
The financial statements were approved by the Board of Directors on 27 June 2008 and signed on its behalf by:
D.A .C. PigginsDirector D.A.T.PostinsDirector
PLAYGOLF (HOLDINGS) PLC
COMPANY BALANCE SHEET
AT 31 DECEMBER 2007
2007 2006
Note £'000 £'000
ASSETS
Non-current assets
Property, plant and equipment 9 - 3
Investments 10 20 20
--------------- ---------------
20 23
--------------- ---------------
Current assets
Trade and other receivables 12 5,201 3,059
Cash and cash equivalents 13 1,164 20
--------------- ---------------
6,365 3,079
--------------- ---------------
TOTAL ASSETS 6,385 3,102
========= =========
EQUITY
Capital and reserves attributable to
the Company's equity shareholders
Called up share capital 14 156 116
Share premium account 4,919 3,132
Retained earnings 112 (1,070)
--------------- ---------------
TOTAL EQUITY 5,187 2,178
--------------- ---------------
LIABILITIES
Non current liabilities
Borrowings 15 645 592
Current liabilities
Borrowings 13,15 10 -
Trade and other payables 16 543 332
--------------- ---------------
553 332
--------------- ---------------
TOTAL LIABILITIES 1,198 924
--------------- ---------------
TOTAL EQUITY AND LIABILITIES 6,385 3,102
======= =======
The financial statements were approved by the Board of Directors on 27 June 2008 and signed on its behalf by:
D.A.C. Piggins D.A.T Postins
Director Director
PLAYGOLF (HOLDINGS) PLC
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2007
Share Premium
Share Revaluation Other Merger Retained
Capital Account Reserve Reserves Reserve Earnings Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2006 106 2,475 9,753 400 467 (1,536) 11,665
Loss for the year - - - - - (2,127) (2,127)
Share issues (net of costs) 10 657 - - - - 667
Unrealised surplus on the
revaluation of leasehold
premises
- - 152 - - - 152
Transfer - - (137) - - 137 -
Sale of subsidiary - - (347) - - 347 -
---------- ------------ ------------ ---------- ---------- ---------- ----------
At 31 December 2006 116 3,132 9,421 400 467 (3,179) 10,357
Loss for the year - - - - - (2,468) (2,468)
Share issues (net of costs) 40 1,787 - - - - 1,827
Transfer - - (137) - - 137 -
Impairment of leasehold - - (1,000) - - - (1,000)
property
Realisation of revaluation on - - (2,000) - - 2,000 -
disposal of subsidiary
Reclassification of JV's - - (2,000) - - - (2,000)
property held for resale
---------- ------------ ------------ ---------- ---------- ---------- ----------
At 31 December 2007 156 4,919 4,284 400 467 (3,510) 6,716
====== ======= ======= ====== ====== ====== ======
PARENT COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Share Premium
Share Revaluation Other Merger Retained
Capital Account Reserve Reserves Reserve Earnings Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2006 106 2,475 - - - (529) 2,052
Loss for the year - - - - - (541) (541)
Share issues (net of costs) 10 657 - - - - 667
----------- ------------ ------------ ------------ ------------ ---------- ----------
At 31 December 2006 116 3,132 - - - (1,070) 2,178
Profit for the year - - - - - 1,182 1,182
Share issues (net of costs) 40 1,787 - - - - 1,827
----------- ------------ ------------ ------------ ------------ ---------- ---------
At 31 December 2007 156 4,919 - - - 112 5,187
======= ======= ======= ======= ======= ====== ======
PLAYGOLF (HOLDINGS) PLC
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2007
2007 2006
Note £*000 £*000
Cash flows from operating activities
Loss for the year (2,468) (2,127)
Adjustments for:
Net finance expenditure 808 768
Loss on disposal of investments - 43
Other income - (50)
Depreciation and amortisation 544 505
Other income - 50
Decrease in inventories 15 20
(Increase)/decrease in debtors (42) 88
Increase/(decrease) in creditors 366 (35)
Share of joint venture loss 40 -
-------------- --------------
Net cash used in operating activities (737) (738)
-------------- --------------
Cash flows from investing activities
Net finance expenditure (808) (768)
Purchase of tangible fixed assets (253) (880)
Saleof subsidiary undertaking 2,000 426
Net cash transferred with subsidiary undertaking (2) (14)
Loan to joint venture (444) -
-------------- --------------
Net cash generated from/(used in) investing activities 493 (1,236)
-------------- --------------
Cash flows from financing activities
Issue of ordinary share capital (net of issue costs) 1,827 667
Long term loans received - 911
Long term loan repayments (418) -
-------------- --------------
Net cash generated from financing activities 1,409 1,578
-------------- --------------
Net increase/(decrease) in cash, cash equivalents and bank overdrafts 13 1,165 (396)
Cash, cash equivalents and bank overdrafts at beginning of the year 40 436
-------------- --------------
Cash, cash equivalents and bank overdrafts at end of the year 13 1,205 40
======== ========
PLAYGOLF (HOLDINGS) PLC
PARENT COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2007
2007 2006
Note £*000 £*000
Cash flows from operating activities
Profit/(loss) for the year 1,182 (541)
Adjustments for:
Net finance expenditure (36) (4)
Depreciation and amortisation 3 3
Increase in debtors (1,698) (1,245)
Increase in creditors 211 220
-------------- ------------
Net cash used in operating activities (338) (1,567)
Cash flows from investing activities
Net finance expenditure 36 4
Loan to joint venture (444) -
-------------- ------------
Net cash generated (used in)/from investing activities (408) 4
-------------- ------------
Cash flows from financing activities
Issue of ordinary share capital (net of issue costs) 1,827 667
Long term loans received 53 592
-------------- ------------
Net cash generated from financing activities 1,880 1,259
-------------- ------------
Net increase/(decrease) in cash, cash equivalents and bank overdraft 1,134 (304)
Cash, cash equivalents and bank overdraft at beginning of the year 13 20 324
-------------- ------------
Cash, cash equivalents and bank overdraft at end of the year 13 1,154 20
======== =======
PLAYGOLF (HOLDINGS) PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2007
1. ACCOUNTING POLICIES
Basis of preparation
The financial statements are prepared on the historical cost basis, modified by the revaluation of leasehold property, in accordance
with the applicable accounting standards. It comprises the consolidated financial information of Playgolf (Holdings) Plc and its
subsidiaries.
These financial statements have been prepared in accordance with IFRS 1, First-time Adoption of IFRS. 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 (June 2008). The policies set out below have been consistently applied to all the periods presented.
Playgolf (Holdings) Plc financial statements were prepared in accordance with UK Generally Accepted Accounting Principles (UK GAAP)
until 31 December 2006. UK GAAP differs in some areas from IFRS. In preparing the financial statements, the directors have amended certain
accounting methods applied in the UK GAAP financial statements to comply with IFRS.
There are no reconciling differences in the numbers previously reported for the comparative period, ended 31 December 2006, after the
adoption of IFRS.
The Company's transition date is 1 January 2006 and it prepared its opening IFRS balance sheet at that date. The Company's IFRS adoption
date is 1 January 2007.
Going concern
The directors have obtained confirmation that repayment of a proportion or all of the Groups' bank loans will not be required in the
next twelve months if results are in line with the business plan.
This, together with improvements in trading and the plans for disposal of the unprofitable subsidiaries will be sufficient to meet the
Group's working capital requirements for the next twelve months.
The directors are therefore of the opinion that the financial statements should be prepared on a going concern basis.
Basis of consolidation
The Group financial statements consolidate the financial statements of Playgolf (Holdings) Plc and its subsidiary undertakings drawn up
to 31 December each year.
The results of subsidiaries acquired are accounted for from the effective date of acquisition, using the acquisition method.
At 31 December 2007, Playgolf (Holdings) Plc owned 50% of the issued share capital of Playgolf Kilmartin Limited, a company incorporated
in England and Wales. The joint venture is accounted for using the equity method.
Property, plant and equipment
Leasehold land and buildings are stated at valuation, net of depreciation and any provision for impairment. The Group has a policy of
revaluing all leasehold property, by an external valuer, upon acquisition and on completion of construction. Thereafter, the valuation will
be performed annually by the directors and externally at least every eight years.
Other tangible fixed assets are stated at cost, net of depreciation and any provision for impairment. Depreciation is provided on all
tangible fixed assets, once completed, at rates calculated to write off the cost, less estimated residual value, of each asset on a
straight-line basis over its expected useful life, as follows:
Leasehold land and over the shorter of the lease term and 50 years20 -33% straight
buildingsOther assets line
Investments
Except as stated below, fixed asset investments are shown at cost less provision for impairment.
In the Company balance sheet, the investment in Golf Learning Centres Limited and Work For Fun Limited is measured by reference to the
nominal value of the shares issued as consideration. These shares qualified for merger relief and therefore the premium is ignored.
Inventories
Inventories represent goods for resale and are stated at the lower of cost and net realisable value.
Cash and Cash Equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities on the balance sheets.
Deferred Taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where
transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at
the balance sheet date. Timing differences between the Group's taxable profits and its results as stated in the financial statements that
arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the
financial statements.
Revenue Recognition
Turnover represents amounts receivable for goods and services net of VAT.
Leases
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged
to the profit and loss account as incurred.
Segmental Information
The group has one geographical segment, which is the United Kingdom and the Republic of Ireland. The group has one business segment
which is golf course and driving range management.
Warrants
IFRS2 requires the Group to recognise a cost of raising funds in respect of granting warrants to third parties. This expense, which is
calculated by reference to the fair value of the warrants granted, is recognised on a straight line basis over the vesting period based on
the Group's estimate that the warrants will eventually vest. The Directors have adopted the Black Scholes model to estimate the value of
warrants granted.
2. OPERATING LOSS 2007 2006
£'000 £'000
Operating loss is stated after charging:
Depreciation 544 505
Loss on sale of fixed asset investments - 43
Operating lease rentals - land and buildings 434 388
- other 2 8
Auditors' remuneration - audit services 24 21
- other services pursuant to legislation 9 8
- other services relating to taxation 6 6
===== =====
3. FINANCE EXPENDITURE/(INCOME) 2007 2006
£'000 £'000
Interest payable on bank loans and overdrafts 877 776
Interest receivable (41) (8)
--------- ---------
836 768
===== =====
4. EMPLOYEE BENEFIT EXPENSE (including directors) 2007 2006
No. No.
The average monthly number of employees
(including Executive Directors) was: 68 80
====== ======
Their aggregate remuneration comprised:
Wages and salaries 1,243 1,329
Social security costs 111 136
Pension costs 7 -
---------- ----------
1,361 1,465
====== ======
5. DIRECTORS' REMUNERATION 2007 2006
£'000 £'000
The total amounts for Directors' emoluments were as
follows:
Salaries 367 229
Directors' fees 65 35
Compensation for loss of office 138 -
Pension costs 7 -
-------- ---------
577 264
===== =====
Highest paid director:
Emoluments 173 96
===== =====
Directors' emoluments include £53,958 (2006 - £nil) which is included in the
joint venture's financial statements.
6. TAX ON PROFIT ON 2007 2006
ORDINARY ACTIVITIES
£'000 £'000
(a). Analysis of charge
in the year
Current tax charge
UK corporation tax - -
(Note 6(b))
===== =====
(b). Factors affecting
the tax charge for
the year
The differences between the total current tax shown above, and
the amount calculated by applying the standard rate of UK
corporation tax to the loss before tax is as follows:
2007 2006
£'000 £'000
Loss on ordinary activities before tax (2,468) (2,127)
Loss on ordinary activities before tax multiplied by
the standard UK rate of corporation tax of 30% (2006: (740) (638)
30%)
Effects of:
Expenses not deductible for tax purposes 18 6
Loss on disposal of investments - 13
Capital allowances less than depreciation 158 58
Other timing differences (22) -
Unutilised losses carried forward 586 561
---------- ----------
Current tax charge for year (Note 6(a)) - -
====== ======
The Group is carrying forward losses of £2,547,899 (2006: £2,790,572),
including £64,097 relating to the joint venture and non-trade loan
relationships deficit of £654,091 (2006: £451,959).
7. PROFIT 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 Group loss for the year includes a profit after
taxation of £1,182,000 (2006: Loss £541,000) which is dealt with in the
financial statements of the company.
8. EARNINGS PER SHARE 2007 2006
£'000 £'000
The calculations for earnings per share are based
on the following losses
and numbers of shares:
Loss for the financial year (2,468) (2,127)
====== ======
Weighted average number of shares Number Number
For basic earnings per share 64,786,952 57,305,256
======== =========
9. PROPERTY, PLANT AND Leasehold
EQUIPMENT
Land and Other
Buildings Assets Total
GROUP £'000 £'000 £'000
Cost or valuation
At 1 January 2006 21,719 877 22,596
Additions 794 86 880
Revaluations 152 - 152
Disposed with (400) (101) (501)
subsidiary
----------- ---------- ------------
At 1 January 2007 22,265 862 23,127
Additions 64 189 253
Removed on disposal (5,664) - (5,664)
of subsidiary
----------- ---------- ------------
At 31 December 2007 16,665 1,051 17,716
----------- ---------- ------------
Depreciation
At 1 January 2006 463 472 935
Charge for the year 369 136 505
Disposed with (60) (96) (156)
subsidiary
---------- ---------- ------------
At 1 January 2007 772 512 1,284
Impairment (1,000) - (1,000)
Reversal of 1,000 - 1,000
impairment as asset
disposed with
subsidiary
Charge for the year 362 182 544
---------- ---------- ------------
At 31 December 2007 1,134 694 1,828
---------- ---------- ------------
Net book value
At 31 December 2007 15,531 357 15,888
====== ====== =======
At 31 December 2006 21,493 350 21,843
====== ====== =======
COMPANY
Cost
At 1 January 2006, 1
January 2007 and 31 11 11
December 2007
----------- -----------
Depreciation
At 1 January 2006 5 5
Charge for the year 3 3
----------- -----------
At 1 January 2007 8 8
Charge for the year 3 3
----------- ----------
At 31 December 2007 11 11
Net book value
At 31 December 2007 - -
====== =====
At 31 December 2006 3 3
====== =====
The leasehold premises of the trading subsidiaries were revalued, in accordance with
the Group's accounting policy, on the following dates:
Subsidiary Date Valuer Valuation
£'000
Golf Learning January 2005 Humberts Leisure 2,650
Centres Limited
Playgolf (Trafford July 2000 Strutt & Parker 1,600
Centre) Limited
Playgolf (Northwick June 2006 Humberts Leisure 10,500
Park) Limited
In the directors' opinion, the carrying value of the Group's leasehold land and
buildings equates to the open market value as at 31 December 2007.
The historical cost of leasehold land and buildings shown at the valuations above
together with subsequent expenditure is £9,909,000. The Net Book Value based on the
original cost would be £9,176,000 and the excess depreciation relating to the
revaluation is transferred annually from the revaluation reserve.
10. FIXED ASSETS INVESTMENTS
COMPANY
Subsidiary undertakings
£'000
Cost
At 1 January 2007 and 31 December 2007 20
======
Net book value 20
======
Principal group investments
The Company had investments in the following subsidiary undertakings at the
year-end, all of which are incorporated and registered in England and Wales.
Subsidiary undertakings Principal activity Holding
Golf Learning Centres Limited Driving range management 100%
Playgolf (Barnet Copthall) Limited Holding company 100%
Playgolf (Northwick Park) Limited Golf / Leisure management 100%
Playgolf (Trafford Centre) Limited Driving range management 100%
Playgolf Limited Holding company 100%
Work For Fun Limited Holding company 100%
Mix Bars Leisure Limited Restaurant management 100%
GROUP
The group has a joint venture investment, with a 50% holding, in the
following company which is incorporated and registered in England and Wales
(Note 17):
Playgolf Kilmartin Limited Golf / Leisure management
11. INVENTORIES Group Company
2007 2006 2007 2006
£'000 £'000 £'000 £'000
Goods for resale - 15 - -
====== ====== ====== ======
12. TRADE AND OTHER Group Company
RECEIVABLES
2007 2006 2007 2006
£'000 £'000 £'000 £'000
Trade receivables 97 124 3 -
Receivables from - - 4,646 2,985
group undertakings
Receivables from - - 444 -
joint venture
Other receivables 111 124 80 71
Prepayments and 214 146 28 3
accrued income
---------- ---------- ---------- ------------
422 394 5,201 3,059
====== ====== ====== =======
Included in other debtors in the previous year, for both the Company and
the Group, was £25,000 due after more than one year (Note 19). In addition,
for the Company, amounts owed by group undertakings are due after one year.
13. CASH AND CASH Group Company
EQUIVALENTS
2007 2006 2007 2006
£'000 £'000 £'000 £'000
Cash at bank and in 1,246 83 1,164 20
hand
====== ====== ====== =======
Cash, cash equivalents and bank overdrafts include the following for the purpose of the cash flow
statement:
Cash and cash 1,246 83 1,164 20
equivalents
Overdrafts (Note 15) (41) (43) (10) -
---------- ---------- ---------- ------------
1,205 40 1,154 20
====== ====== ====== =======
14. CALLED UP SHARE 2007 2006
CAPITAL
£'000 £'000
Authorised
500,000,000 ordinary 1,000 1,000
shares of £0.002
each
---------- ------------
1,000 1,000
====== =======
Allotted, called-up
and fully paid
77,995,002 ordinary
shares of £0.002 156 116
each
(2006: 57,990,188
ordinary shares of
£0.002 each)
---------- ------------
156 116
====== =======
On 4 May 2007, 8,111,108 ordinary shares of £0.002 each were
issued for cash consideration of £730,000. In addition, on 10
May 2007, a further 1,720,445 ordinary shares of £0.002 each
were issued for cash consideration of £154,840, and on 21
December 2007 10,173,261 ordinary shares of £0.002 each were
issued for cash consideration of £991,893.
During the year ended 31 December 2004, the company issued a
total of 1,199,685 warrants. All of the warrants are fully
vested. The period of exercise expires on 14 June 2009.
15. BORROWINGS Group Company
2007 2006 2007 2006
£'000 £'000 £'000 £'000
Amounts falling due
after one year
Bank loans 10,532 10,950 645 592
---------- ---------- ---------- ------------
10,532 10,950 645 592
====== ====== ====== =======
Bank loans are
repayable as
follows:
Between one and two 10,532 10,950 645 592
years
Between two and five - - - -
years
After five years - - - -
---------- ---------- ---------- ------------
10,532 10,950 645 592
====== ====== ====== =======
The terms of the bank loans are currently being renegotiated. The bank loans are secured against the
properties of the operating companies and other assets of the Group.
Group Company
2007 2006 2007 2006
Amounts falling due within one year £'000 £'000 £'000 £'000
Bank overdrafts 41 43 10 -
====== ====== ====== =======
16. TRADE AND OTHER PAYABLES Group Company
2007 2006 2007 2006
Amounts falling due £'000 £'000 £'000 £'000
within one year
Trade payables 228 564 18 37
Amounts due to group - - 272 270
undertakings
Amounts due to joint 225 - 225 -
venture partner
Other taxes and social 42 48 17 12
security
Other payables 64 125 - -
Accrued expenses and 112 248 11 13
deferred income
---------- ---------- ---------- ---------
671 985 543 332
====== ====== ====== =====
17. SALE OF SUBSIDIARY UNDERTAKING
On 12 January 2007 the group disposed 50% of its holding in Playgolf
Kilmartin Limited to a joint venture partner for net consideration of
£2,000,100.
Prior to this disposal, the leasehold property held by Playgolf
Kilmartin Limited was impaired by £1m. In addition, the leasehold
property was then reclassified as inventories, resulting in a release
from the Group revaluation reserve of £2m.
Net assets disposed of
£'000
Fixed assets
2,332
Debtors
6
Cash
1
Creditors
(339)
----------
2,000
======
Satisfied by
Cash
2,000
======
On a return of capital on liquidation or capital reduction or otherwise, the joint venture partner Kilmartin Holdings Limited, is
entitled to the first £2,000,000 of any
surplus assets of Playgolf Kilmartin Limited.
18. OPERATING LEASE COMMITMENTS
The operating lease expenditure charged to the income statement during the year is disclosed in note 2. The
future aggregate minimum lease payments under non-cancellable operating leases are as follows:
2007 2006
Land and Land and
Buildings Other Buildings Other
£'000 £'000 £'000 £'000
Group
Expiry date
Within one year - 2 - 3
Between two and - - - -
five years
After five years 18,535 - 18,923 -
---------- ---------- ---------- ----------
At 31 December 2007 18,535 2 18,923 3
====== ====== ====== ======
19. RELATED PARTY TRANSACTIONS
Included in other debtors at 31 December 2007 is an amount due from D.A.C. Piggins, Director of £25,000. This has been repaid since the
year end.
Also included in other debtors at 31 December 2007 is a loan of £35,000 to PowerPlay Golf Limited. D.A.C. Piggins, N.S. McGuinness and
M.C. Mealey are directors of the company's holding company. Subsequent to the year end PowerPlay Golf Limited also became an associate
company of Playgolf Holdings Plc.
20. FINANCIAL RISK MANAGEMENT
(a) Financial risk management
The Group's activities give rise to a number of financial risks: market risk, credit risk and liquidity risk. Market risk includes cash
flow and fair value interest rate risk. The Group has in place risk management policies that seek to limit the adverse effects on the
financial performance.
(i) Market risk
The Group activities expose it primarily to the financial risks of changes in interest rates. There has been no significant change to
the Group's exposure to market risks or the manner in which it manages and measures the risk.
Interest rate
As the Group has no significant interest-bearing assets, the Group's revenues and operating cash flows are substantially independent of
changes in market interest rates.
The Group's interest rate risk arises from its long term borrowings. As the borrowings are bound to the LIBOR, the Group is exposed to
changes in the LIBOR throughout the financial year.
At 31 December 2007, if the LIBOR had been 0.5% higher, with all other variables held constant, the post-tax loss for the year would
have been £50,000 higher.
(ii) Credit risk
As the Group's business mainly consists of cash sales, trade receivables are limited. However, ongoing credit evaluation is performed on
the financial condition of all accounts receivable.
The credit risk on liquid funds is limited because counterparties are banks with credit-ratings assigned by international credit-rating
agencies.
(iii) Liquidity risk
Ultimate responsibility for liquidity risk management rests with the Board of directors, which has built an appropriate liquidity risk
management framework for the management of the Group's short, medium and long-term funding and liquidity management requirements. The Group
manages liquidity risk by maintaining adequate reserves, banking facilities and borrowing facilities by continuously monitoring forecast and
actual cash flows.
(b) Capital risk management
The capital structure of the Group consists of debt, cash and cash equivalents and equity attributable to shareholders of the Group,
comprising issued capital, reserves and retained earnings.
The Group's objectives when managing capital are to safeguard the group's ability to continue as a going concern in order to provide
returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
The Group manages capital and for the purpose of proper capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The policies and processes have not been
changed during the period ending 31 December 2007 nor for the period ending 31 December 2006.
(c) Financial instruments
The Group does not use derivative financial instruments.
(d) Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and
the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity
instrument are disclosed in note 1 to the financial statements.
The Group applied the following methods and assumptions during the estimation of fair value of financial instruments:
Receivables and deposits at banks
All such assets mature within 3 months and therefore the carrying value is similar to fair value due to shortness of these instruments.
Loan liabilities
Fair value of short term liabilities is similar to its carrying value due to shortness of these instruments. For long term liabilities,
contracted interest rates do not significantly defer from current market interest rates, and due to that their fair value is similar to its
carrying value.
Other financial instruments
Financial instruments of the Group which are not valuated at fair value are trade accounts receivable, other receivables, trade accounts
payable and other payables. Historic carrying value of assets and liabilities, including the provisions, which are in accordance with the
usual business conditions, is similar to its fair value.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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