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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Yco Deuxmil | LSE:DML | London | Ordinary Share | GB00B2QY9V34 | ORD 0.35P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 17.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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YCO Deuxmil PLC
26 June 2008
YCO DEUXMIL PLC
(the "Company" or "Group")
Final results for the year ended 31 December 2007
YCO Deuxmil Plc (AIM: DML), the super yacht fuelling and services company, today presents its audited accounts for the twelve months
ended 31st December 2007 and post period trading update.
Year-end highlights
* Turnover up by 28.9% to £16,633,307 (2006: £12,903,451)
* Gross Profit up by 128% to £1,511,582 (2006: £661,592)
* Profit Before Tax up by 158% to £409,849 (2006: £158,492)
Post period trading update highlights
* YCO S.A.M. ("YCO") acquisition completed
* Fuel sales revenue up 40% with tonnage up 10%
* Sales and charter business up over 100%
* Record levels of super yachts under management and under construction
* 40% increase in YCO crew placements
Laurence Milton, Chairman of the Company, commented:
"Our strategy has always been one of diversification within the super yacht industry and becoming a leading market consolidator. I feel
that with the acquisition of YCO we have taken a huge step forward towards achieving this objective. We believe that the Group is now widely
regarded as the largest full-service provider to the world's privately owned super yacht fleet and the Group is now perfectly placed to
maximise the potential of this quickly expanding marketplace."
For further information contact:
YCO Deuxmil plc Hichens, Harrison & WH Ireland Limited GTH Communications
Co Plc (Broker) (Nominated Adviser)
Neil Miller, CEO Daniel Briggs David Youngman / Toby Hall
+44 (0) 870 608 +44 (0)20 7382 7776 Adrian Kirk +44 (0) 207 153
2124 +44 (0)161 832 2174 8039
Alan Rooke
+44 (0)20 7382 7781 Christian Pickel
+44 (0) 207 153
8036
CHAIRMAN'S STATEMENT
Financial Highlights
It gives me great pleasure to present the figures for the year ended 31 December 2007. During the period under review, turnover
increased by 28.9% to £16,633,307 (2006: £12,903,451), gross profit rose by 128% to £1,511,582 (2006: £661,592), and profit before tax was
up by 158% to £409,849 (2006: £158,492).
Whilst in line with my interim statement, these results for the period are all the more pleasing given they were achieved against the
backdrop of a very weak dollar, a significant increase in the worldwide price of oil, and the inherent workload of "bedding in" last year's
acquisitions during the busiest time of the year. I am also pleased to report that the number of yachts fuelled during the year rose to 303
(2006: 271). Perhaps most significantly the Group is still debt-free and maintains a positive cash-flow.
Once again, I believe that these results demonstrate the Group's resilience to adverse outside influences, the quality of its various
brands, and the skill and dedication of its personnel.
Additionally, I can report that the first quarter of 2008 has been very encouraging and shows a significant improvement over the same
period in 2007 as the Group continues to expand its business base.
Post Year Events
Although I would not normally comment in this statement on post year-end events other than a brief mention of trading conditions, one
event is so significant to the future of the Group that it needs to be mentioned.
On 27 May 2008 we completed the acquisition of YCO, a super yacht sale, purchase, charter, management, and crew recruitment company
based in Monaco. YCO also project manages super yacht builds of which it currently has nine on the go. This acquisition is a large part of
our stated strategy of becoming a market consolidator as it uniquely delivers super yacht operations that were previously not contained
within the Group, and vice versa.
Given the strength of the YCO branding, the Board additionally took the decision to change the name of our Group to "YCO Deuxmil plc",
which now has over 80 employees across 8 European offices.
Outlook
Over the period under review we have concentrated on integrating our acquisitions in Spain and Gibraltar. A new office was opened in
Gibraltar and we have rationalised the management structure and staff complement in Palma making it a much leaner and more efficient
operation. Now, with the addition of YCO to the Group, I see the year of 2008 as one of further consolidation and integration of our various
businesses so that we may exploit the obvious synergies that exist across the various facets of the Group in order to produce greater
shareholder value.
It is also our intention in 2008 to begin a "roll-out" of Yacht Help Group offices in a select number of locations around the world,
each office including a YCO Crew operation within it. We have just started an initial test of the combination of the two businesses within
the Yacht Help Group offices in Palma and I am pleased to report that the initial results are very encouraging. I hope to report further
progress on the development of this structure in my next interim statement.
Summary
As I have stated in previous statements our strategy has always been one of diversification within the super yacht industry and becoming
a leading market consolidator. I feel that with the acquisition of YCO we have taken a huge step forward towards achieving this objective.
We believe that the Group is now widely regarded as the largest full-service provider to the world's privately owned super yacht fleet.
Our industry continues to grow with more, bigger, and better super yachts being launched monthly across the world. I feel that the Group
is now perfectly placed to maximise the potential of this quickly expanding marketplace.
Laurence J Milton
Executive Chairman
26 June 2008
CEO's REPORT
Trading Update
I would like to take this opportunity to provide my first Group update on trading for the current financial year for the five months to
31st May.
Yacht Fuel Services (YFS), our core super yacht fuelling division, has had the best start to a year since records began twenty years
ago. The high oil price has not deterred our customers and we have continued to grow the business in what has historically been the quietest
time of the year. When compared to the first five months of last year, tonnage is up by 10% and fuel sales revenue up 40% due primarily to
the high oil prices. As such, the YFS business continues to grow and we maintain our position as the largest supplier of fuel to privately
owned super yachts.
Meanwhile, Yacht Help Group (YHG), our super yacht provisioning division, is now beginning to see the benefit of having a second office
in Barcelona. In less than a year, we have managed to build an excellent operation in Barcelona that complements YHG's existing presence in
Palma. As a result, YHG's turnover for the first five months of this year is up 70% to that of the same period for last year and, more
significantly, overheads have been much reduced in its operation.
Furthermore, now that the acquisition of YCO has completed, it is our intention to roll out the YHG operation into three other countries
this year so as to provide additional support and services to YCO's "yachts under management" clients as well as to other customers wishing
to use the YHG service.
The precedent of cross-fertilising the YCO and YHG operations has already been successful as seen with a YCO Crew team - responsible for
super yacht crew recruitment - being successfully established in YHG's offices in Palma. Again, it is our intention to establish YCO Crew
teams in all the YHG offices that are in existence as well as the new ones that we plan to open in the future.
Staying with our existing operations in the Balearics, I can also report that B A Yachts (BAY) has moved its offices into those of YHG's
in Palma. is now responsible for both operations and we are very happy with how this is progressing. BAY plays an important niche role for
super yachts because of the tax and duties it is able to recover for yachts that are wintering in Palma whilst minor repair are being
undertaken. The combination of YHG and BAY is an exceptionally strong business proposition that has very few competitors in Palma, and we
expect the benefits of bringing the two businesses together will bear fruit in the second half of the year.
The significant feature for 2008 will be the impact that YCO can bring to the Company. The 2007 accounts for YCO show an unaudited
profit before tax of £1.7m and we are looking in 2008 for a good improvement in this number.
The YCO business is split into five main areas and I can report as follows on them for the first five months of 2008:
* Charter: the number of yachts for which YCO acts as the central agent has risen by 60% and the total revenues generated from
charters has more than doubled with a 104% increase when compared to the first five months of 2007.
* New construction: YCO currently has 9 yachts between 40 meters and 135 meters under construction; this is double the amount for
the same period last year.
* Yachts under management: this is a very important part of the YCO business model because it delivers monthly recurring revenue.
YCO presently has 65% more yachts under management than at the same time last year and has signed eight new management yachts since the
beginning of 2008.
* Sales: In the first five months of 2008 YCO surpassed the total sales of 2007 selling six yachts.
* YCO Crew: this is the yacht crew recruitment side of the business and is going from strength to strength. Compared to the same
period last year, there has been a 40% increase in the number of crew successfully placed on yachts.
In YCO we have acquired an exceptionally strong and complementary business. We are confident that we can integrate all the companies now
in the Group so that they all provide a uniformly high and consistent level of service as the reputation of all of the companies within the
Group is based on that of delivering excellence. We aim to provide a world class service each and every time and that is why we believe more
and more super yacht owners are now using us. In summary, whilst the YCO acquisition made a significant demand on management's time and took
eight months to conclude, I am delighted to say that we have still been able to successfully grow our business throughout this period.
We are all excited by the future and the challenges that are ahead of us. We firmly believe that we can continue to grow the business
successfully and are proud of our position as the world's largest service provider to privately owned super yachts.
Neil Miller
CEO
26 June 2008
YCO Deuxmil Plc (formerly Deuxmil Marine Plc)
Consolidated Income Statement
for the year ended 31 December 2007
2007 2006
Notes £ £
Revenue 16,633,307 12,903,451
Cost of sales (15,121,725) (12,241,859)
GROSS PROFIT 1,511,582 661,592
Administrative expenses (1,098,249) (465,138)
OPERATING PROFIT 5 413,333 196,454
Finance costs 4 (3,658) (41,667)
Finance income 4 174 3,705
PROFIT BEFORE TAX 409,849 158,492
Tax expense 6 (134,138) (35,665)
PROFIT FOR THE YEAR 275,711 122,827
Attributable to:
Equity holders of the company 275,711 122,827
Earnings per share expressed in pence per 8
share:
Basic (pence) 0.19 0.11
Diluted (pence) 0.19 0.11
Proforma earnings per share after share
consolidation:
Basic (pence) 8 1.33 1.33
Included above are the profit or (loss) of subsidiaries since the date of acquisition:
2007
£
Subsidiary
Yacht Help Group (Mallorca) S.L. 11,292
Yacht Help Group Gibraltar Limited (4,201)
BA Yachts Assistance S.L. 49,761
Below are the combined revenues and profit of the enlarged Group from 1 January 2007 to 31 December 2007:
2007
£
Revenue 18,264,133
Profit for the year 363,588
YCO Deuxmil Plc (formerly Deuxmil Marine Plc)
Consolidated Statement of Changes in Equity
for the year ended 31 December 2007
Share Share Retained Other
Capital Premium Earnings Reserves Total
£ £ £ £ £
As at 1 January 2006 50,000 - 23,330 - 73,330
Shares issued 16,667 1,072,813 - - 1,089,480
Profit after tax for the year - - 122,827 - 122,827
As at 31 December 2006 66,667 1,072,813 146,157 - 1,285,637
Shares issued 8,781 975,143 - - 983,924
Profit after tax for the year - - 275,711 - 275,711
Equity to be issued - - - 133,333 133,333
As at 31 December 2007 75,448 2,047,956 421,868 133,333 2,678,605
Share capital is the amount subscribed for share at nominal value.
Retained profit represents the cumulative profit of the Company attributable to equity shareholders.
Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue
expenses. Share issue expenses in the year comprise a proportion of the costs incurred in respect of the initial public offering and issue
of new shares on the London Stock Exchange's Alternative Investment Market.
Other reserves represents the deferred share consideration in relation to the acquisition of BA Yachts Assistance S.L.
YCO Deuxmil Plc (formerly Deuxmil Marine Plc)
Consolidated Balance Sheet
31 December 2007
2007 2006
Notes £ £
ASSETS
NON-CURRENT ASSETS
Goodwill 9 2,784,822 1,794,265
Intangibles 10 20,952 -
Property, plant and equipment 11 201,634 2,874
3,007,408 1,797,139
CURRENT ASSETS
Inventories 13 17,942 -
Trade and other receivables 14 1,080,863 748,724
Cash and cash equivalents 15 849,126 363,911
1,947,931 1,112,635
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 16 2,054,747 1,588,717
Financial liabilities - borrowings
Interest bearing loans and borrowings 17 90,278 -
Tax payable 122,076 35,420
2,267,101 1,624,137
NET CURRENT LIABILITIES (319,170) (511,502)
NON-CURRENT LIABILTIIES
Financial liabilities - borrowings
Interest bearing loans and borrowings 17 9,633 -
NET ASSETS 2,678,605 1,285,637
EQUITY AND RESERVES
Called up share capital 19 75,448 66,667
Share premium 20 2,047,956 1,072,813
Retained earnings 20 421,868 146,157
Other reserves 20 133,333 -
2,678,605 1,285,637
YCO Deuxmil Plc (formerly Deuxmil Marine Plc)
Company Balance Sheet
31 December 2007
2007 2006
Notes £ £
ASSETS
NON-CURRENT ASSETS
Fixed asset investments 12 3,228,218 2,307,054
Property, plant and equipment 11 110,739 -
3,338,957 2,307,054
CURRENT ASSETS
Trade and other receivables 14 182,938 17,779
Cash and cash equivalents 15 - 6,170
182,938 23,949
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 16 1,257,784 1,185,349
Financial liabilities - borrowings
Interest bearing loans and borrowings 17 66 -
1,257,850 1,185,349
NET CURRENT LIABILITIES (1,074,912) (1,161,400)
NET ASSETS 2,264,045 1,145,654
EQUITY AND RESERVES
Called up share capital 19 75,448 66,667
Share premium 20 2,047,956 1,072,813
Other reserves 20 133,333 -
Retained earnings 20 7,308 6,174
Total shareholders' equity 2,264,045 1,145,654
YCO Deuxmil Plc (formerly Deuxmil Marine Plc)
Consolidated Cash Flow Statement
for the year ended 31 December 2007
2007 2006
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 553,875 137,543
Finance costs (3,658) (41,667)
Corporation tax paid (35,419) (49,662)
Net cash from operating activities 514,798 46,214
Cash flows from investing activities
Purchase of intangibles (6,415) -
Purchase of plant and equipment (117,781) -
Acquisition of subsidiaries (439,576) -
- net cash acquired 153,102 -
Interest received 171 3,705
Net cash from investing activities (410,499) 3,705
Cash flows from financing activities
Loan repaid to related parties (297,668) (222,953)
Issue of new shares 683,581 1,089,480
Bank loan repaid (5,063) (768,125)
Net cash from financing activities 380,850 98,402
Increase in cash and cash equivalents 485,149 148,321
Cash and cash equivalents at beginning of year 363,911 215,590
Cash and cash equivalents at end of year 849,060 363,911
Represented by:
Cash at bank 849,126 363,911
Bank overdraft (66) -
849,060 363,911
YCO Deuxmil Plc (formerly Deuxmil Marine Plc)
Notes to the Group Cash Flow Statement
for the year ended 31 December 2007
1 RECONCILIATION OF OPERATING PROFIT TO CASH GENERATED FROM OPERATIONS
2007 2006
£ £
Operating profit for the year 413,333 196,454
Adjustments for:
Depreciation of property, plant and equipment 31,691 958
Amortisation of intangibles 2,066 -
Operating cash flows before movements in working capital 447,090 197,412
(Increase) in inventories (17,944) -
(Increase) in receivables (332,139) (26,844)
(Decrease)/Increase in payables 456,868 (33,025)
Cash generated from operations 553,875 137,543
YCO Deuxmil Plc (formerly Deuxmil Marine Plc)
Company Cash Flow Statement
for the Year Ended 31 December 2007
2007 2006
Notes £ £
Cash generated from operations 1 18,274 (41,880)
Finance costs - (39,045)
Net cash from operating activities 18,274 (80,925)
Cash flows from investing activities
Purchase of plant and equipment (117,781) -
Acquisition of subsidiaries (439,576) -
Interest received 26 1,249
Net cash from investing activities (557,331) 1,249
Cash flows from financing activities
Loan received/(repaid) from related party (297,668) (222,953)
Issue of new shares 683,581 1,089,480
Inter company loan repaid 146,908 (768,125)
Net cash from financing activities 532,821 98,402
Increase/(Decrease) in cash and cash equivalents (6,236) 18,726
Cash and cash equivalents at beginning of year 6,170 (12,556)
Cash and cash equivalents at end of year (66) 6,170
Represented by:
Cash at bank - 6,170
Bank overdraft (66) -
(66) 6,170
YCO Deuxmil Plc (formerly Deuxmil Marine Plc)
Notes to the Company Cash Flow Statement
for the Year Ended 31 December 2007
1 RECONCILIATION OF OPERATING PROFIT TO CASH GENERATED FROM OPERATIONS
2007 2006
£ £
Operating profit for the year 1,108 40,016
Adjustments for:
Depreciation of property, plant and equipment 7,042 -
Operating cash flows before movements in working capital 8,150 40,016
Decrease in receivables 7,902 16,886
(Decrease)/Increase in payables 2,222 (98,782)
Cash generated from operations 18,274 (41,880)
Deuxmil Plc (formerly Deuxmil Marine Plc)
Notes to the Financial Statements
for the Year Ended 31 December 2007
GENERAL INFORMATION
YCO Deuxmil Plc (formerly Deuxmil Marine Plc) is a company incorporated in England and Wales and quoted on the Alternative Investment
Market of the London Stock Exchange. The address of the registered office is disclosed on page 1 of the financial statements. The principal
activity of the Group is described on page 6. The Company changed to its present name on 27 May 2008 upon the successful acquisition of YCO
S.A.M.
1. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations
issued by the International Accounting Standards Board (IASB) as adopted by the European Union and with those parts of the Companies Act
1985 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention. The
principal accounting policies adopted are set out below.
The Group's *nancial statements were prepared in accordance with United Kingdom Generally Accepted Accounting Principles (GAAP) until 31
December 2006. UK GAAP differs in some areas from IFRS. In preparing the Group and Company *nancial statements, management has considered
certain accounting, valuation and consolidation methods applied in the UK GAAP *nancial statements to comply with IFRS. The comparative
*gures in respect of 2006 were restated to re*ect these adjustments, except as described in the accounting policies. Reconciliations and
descriptions of the effect of the transition from GAAP to IFRS on the Group's equity and its net income and cash *ows are provided in Note
27.
(a) Standards, amendment and interpretations effective in 2007
IFRS 7, 'Financial instruments: Disclosures', and the complementary amendment to IAS 1, 'Presentation of financial statements - Capital
disclosures', introduces new disclosures relating to financial instruments and does not have any impact on the classification and valuation
of the Group's financial instruments, or the disclosures relating to taxation, trade and other payables.
IFRIC 8, 'Scope of IFRS 2', requires consideration of transactions involving the issuance of equity instruments, where the identifiable
consideration received is less than the fair value of the equity instruments issued in order to establish whether or not they fall within
the scope of IFRS 2. This standard does not have any impact on the Group's financial statements.
IFRIC 10, 'Interim financial reporting and impairment', prohibits the impairment losses recognized in an interim Year on goodwill and
investments in equity instruments and in financial assets carried at cost to be reversed at a subsequent balance sheet date. This standard
does not have any impact on the Group's financial statements.
(b) Standards, amendment and interpretations effective in 2006
IFRS 1 (Amendment), First Time Adoption of International Financial Reporting Standards;
IAS 21 (Amendment), Net Investment in a Foreign Operation;
IAS 39 (Amendment), Cash Flow Hedge Accounting of Forecast Intercompany transactions;
IAS 39 (Amendment), The Fair Value Option; and
IAS 39 and IFRS 4 (Amendment), Financial Guarantee Contracts;
(c) Standards, amendments and interpretations effective in 2006 but not relevant
The following standards, amendments and interpretations are mandatory for accounting
Years beginning on or after 1 January 2006 but are not relevant to the Group's operations:
IFRS 6 (Amendment), Exploration for and Evaluation of Mineral Resources;
IFRS 6, Exploration for and Evaluation of Mineral Resources;
IFRIC 4, Determining whether an Arrangement contains a Lease;
IFRIC 5, Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds; and
IFRIC 6, Liabilities arising from Participating in a Specific Market waste Electrical and Electronic Equipment;
(d) Standards, amendments and interpretations effective in 2007 but not relevant
The following standards, amendments and interpretations to published standards are mandatory for accounting Years beginning on or after
1 January 2007 but they are not relevant to the Group's operations:
IFRS 4, 'Insurance contracts';
IFRIC 7, 'Applying the restatement approach under IAS 29, Financial reporting in hyper-inflationary economies';
IFRIC 9, 'Re-assessment of embedded derivatives', and
IFRIC 11, 'IFRS 2 - Group and treasury share transactions'
(e) Interpretations to existing standards that are not yet effective and have not been adopted early by the Group.
The following interpretations to existing standards have been published and are mandatory for the Group's accounting years beginning on
or after 1 January 2008 or later years but the Group has not adopted them:
IFRS 8, 'Operating segments '(effective from 1 January 2009). IFRS 8 replaces IAS 14 and aligns segment reporting with the requirements
of the US standard SFAS 131, 'Disclosures about segments of an enterprise and related information'. The new standard requires a 'management
approach', under which segment information is presented on the same basis as that used for internal reporting purposes. The Group will apply
IFRS 8 from 1 January 2009. The expected impact is still being assessed in detail by management, but it appears likely that the number of
reportable segments, as well as the manner in which the segments are reported, will change in a manner that is consistent with the internal
reporting provided to the chief operating decision-maker. As goodwill is allocated to Groups of cash-generating units based on segment
level, the change will also require management to reallocate goodwill to the newly identified operating segments. Management does not
anticipate that this will result in any material impairment to the goodwill balance.
(f) Interpretations to existing standards that are not yet effective and not relevant for the Group's operations
The following interpretations to existing standards have been published and are mandatory for the Group's accounting Years beginning on
or after 1 January 2008 or later years but are not relevant for the Group's operations:
IAS 23 (Amendment), 'Borrowing costs' (effective from 1 January 2009). It requires an entity to capitalise borrowing costs directly
attributable to the acquisition, construction or production of a qualifying asset (one that takes a substantial Year of time to get ready
for use or sale) as part of the cost of that asset. The option of immediately expensing those borrowing costs will be removed. IAS 23
(Amended) is not relevant to the Group as there are no qualifying assets.
IFRIC 12, 'Service concession arrangements' (effective from 1 January 2008). IFRIC 12 applies to contractual arrangements whereby a
private sector operator participates in the development, financing, operation and maintenance of infrastructure for public sector services.
IFRIC 12 is not relevant to the Group's operations because the Group does not provide for public sector services.
IFRIC 13, 'Customer loyalty programmes' (effective from 1 July 2008). IFRIC 13 clarifies that where goods or services are sold together
with a customer loyalty incentive (for example, loyalty points or free products), the arrangement is a multiple-element arrangement and the
consideration receivable from the customer is allocated between the components of the arrangement in using fair values. IFRIC 13 is not
relevant to the Group's operations because the Group does not operate any loyalty programmes.
IFRIC 14, 'IAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction' (effective from 1 January
2008). IFRIC 14 provides guidance on assessing the limit in IAS 19 on the amount of the surplus that can be recognised as an asset. It also
explains how the pension asset or liability may be affected by a statutory or contractual minimum-funding requirement. IFRIC 14 is not
relevant to the Group, as it does not have pension scheme in place.
Consolidation
Subsidiaries
Subsidiaries are all entities over which YCO Deuxmil Plc (formerly Deuxmil Marine Plc) has the power to govern the financial and
operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential
voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to YCO Deuxmil Plc (formerly Deuxmil Marine Plc). They are
de-consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is
measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus
costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority
interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded
as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is
recognised directly in the income statement.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are
also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted the Group.
Intangible assets
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of
the acquired subsidiary or associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in 'intangible
assets'. Goodwill on acquisitions of associates is included in 'investments in associates' and is tested for impairment as part of the
overall balance. Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated impairment losses.
Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill
relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating
units or Groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. The Group
allocates goodwill to each business segment in each country in which it operates.
(b) Trademarks and licences
Acquired trademarks and licences are shown at historical cost. Trademarks and licences have a finite useful life and are carried at cost
less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of trademarks and licences
over their estimated useful lives.
Licenses 20% on cost
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for
impairment. 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 its
recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating
units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each
reporting date.
Property, plant and equipment
Tangible non-current assets are stated at historical cost less depreciation. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The
carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the
financial Year in which they are incurred. Depreciation is provided at the following annual rates in order to write off each asset over its
estimated useful life.
Fixtures, fittings and equipment - 5% - 35% on cost
Motor vehicles - 16% - 25% on cost
The asset's residual values and useful economic lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset's
carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated
recoverable value.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within other (losses)
or gains in the income statement. When revalued assets are sold, the amounts included in other reserves are transferred to retained
earnings.
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course
of the Group's activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the
Group.
Functional currency translation
i) Functional and presentation currency
Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the
entity operates (the functional currency), which is mainly Euros (EUR). The financial statements are presented in Pounds Sterling (£), which
is the Group's presentation currency.
ii) Transactions and balances
Foreign currency transactions are translated into the presentational currency using exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
iii) Group companies
The results and financial position of all Group entities (none of which has the currency of a hyper-inflationary economy) that have a
functional currency different from the presentation currency are translated into the presentation currency as follows:
(a) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
(b) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at
the rate on the dates of the transactions); and
(c) all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and
other currency instruments designated as hedges of such investments, are taken to shareholders' equity. When a foreign operation is
partially disposed of or sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain
or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign
entity and translated at the closing rate.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable
profit for the year. Taxable profit differed from net profit as reported in the income statement because it excludes items of income or
expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The entity's
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the financial statements. However, the deferred income 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 income 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 income tax asset is realised or the
deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which
the temporary differences can be utilised.
Operating leases
Rental leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as
operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income
statement.
Segment reporting
A business segment is a Group of assets and operations engaged in providing products or services that are subject to risks and returns
that are different from those of other business segments. A geographical segment is engaged in providing products or services within a
particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic
environments.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on 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 are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises raw materials and other direct costs. It excludes borrowing costs. Net realisable
value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method, less provision for impairment. A provision for impairment is established when there is objective evidence that the Group will not be
able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor,
probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments is considered
indicators that the trade receivable is impaired.
Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised
cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the
year of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least 12 months after the balance sheet date.
Financial Instruments
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash
equivalents, loans and borrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or
loss, any directly attributable transactions costs, except as described below. Subsequent to initial recognition non-derivative financial
instruments are measured as described below.
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets
are derecognised if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers the
financial assets to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases and
sales of financial assets are accounted for at trade date, i.e. the date that the Group commits itself to purchase or sell the asset.
Financial liabilities are derecognised if the Group's obligations specified in the contract expire or are discharged or cancelled.
Fair values
The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the Group at
the balance sheet date approximated their fair values, due to relatively short term nature of these financial instruments.
The Company provides financial guarantees to licensed banks for credit facilities extended to a subsidiary company. The fair value of
such financial guarantees is not expected to be significantly different as the probability of the subsidiary company defaulting on the
credit lines is remote.
Share-based compensation
The fair value of the employee and suppliers services received in exchange for the grant of the options is recognised as an expense. The
total amount to be expensed over the vesting year is determined by reference to the fair value of the options granted, excluding the impact
of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in
assumptions about the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the
number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income
statement, with a corresponding adjustment to equity.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium
when the options are exercised.
Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the
proceeds.
Critical accounting estimates and judgements
The preparation of consolidated financial statements requires the Group to make estimates and assumptions that affect the application of
policies and reported amounts. Estimates and judgements are continually evaluated and are based on historical experience and other factors
including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these
estimates. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and
liabilities are discussed below:
(a) Impairment of goodwill
The Group is required to test, at least annually, whether goodwill has suffered any impairment. The recoverable amount is determined
based on value in use calculations. The use of this method requires the estimation of future cash flows and the choice of a suitable
discount rate in order to calculate the present value of these cash flows. Actual outcomes could vary.
(b) Impairment of property, plant and equipment
Property, plant and equipment are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may
not be recoverable. When a review for impairment is conducted, the recoverable amount is determined based on value in use calculations
prepared on the basis of management's assumptions and estimates.
(c) Depreciation of property, plant and equipment
Depreciation is provided so as to write down the assets to their residual values over their estimated useful lives as set out above. The
selection of these residual values and estimated lives requires the exercise of management judgement.
Going concern
After making appropriate enquiries, the directors consider that the Group has adequate resources to continue in operational existence
for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements.
2. SEGMENTAL ANALYSIS
The Group's primary segment is business segment and the secondary segment is geographical location. The business segment consist of
marine fuel and support services as shown below:
Marine Support Total
fuel Services
Segment Results 2007 2007 2007
£ £ £
Total 15,360,246 1,744,445 17,104,691
Inter company (455,827) (15,557) (471,384)
Revenue 14,904,419 1,728,888 16,633,307
Operating profit before amortisation of
acquisition related intangibles and share 320,666 94,732 415,398
based payment charges
Amortisation of acquisition related - (2,066) (2,066)
intangibles
Operating profit 320,666 92,666 413,332
Net finance expense (3,483)
Profit before taxation 409,849
Segment Assets
Property, plant and equipment 2,815 198,819 201,634
Intangible assets 1,794,265 1,011,509 2,805,774
Other assets 1,699,043 248,888 1,947,931
3,496,123 1,459,216 4,955,339
Marine Support Services
fuel
Total
Segment Results 2006 2006 2006
£ £ £
Total 12,903,451 - 12,903,451
Inter company - - -
Revenue 12,903,451 - 12,903,451
Operating profit before amortisation
of acquisition related intangibles 196,454 - 196,454
and share based payment charges
Amortisation of acquisition related
intangibles - - -
Operating profit 196,454 - 196,454
Net finance expense (37,962)
Profit before taxation 158,492
Segment Assets
Property, plant and equipment 2,874 - 2,874
Intangible assets 1,794,265 - 1,794,265
Other assets 1,112,635 - 1,112,635
2,909,774 - 2,909,774
The geographical segment consists of Europe, Americas and the rest of the world.
Rest of the world
Europe Americas Total
2007 2007 2007 2007
£ £ £ £
Revenue 11,416,760 4,471,326 745,221 16,633,307
Total assets 4,816,889 - - 4,816,889
117,781 - - 117,781
Capital Expenditure
Rest of the world
Europe Americas Total
2006 2006 2006 2006
£ £ £ £
Revenue 8,387,243 3,871,035 645,173 12,903,451
Total assets 2.909,774 - - 2,909,774
Capital Expenditure - - - -
3. EMPLOYEES AND DIRECTORS
2007 2006
£ £
Wages and salaries 459,421 97,170
Social security costs 96,400 11,395
555,821 108,565
The average monthly number of employees (including directors) during the year was as follows:
2007 2006
Number Number
Directors 4 4
Operations 22 2
26 6
2007 2006
£ £
Directors' emoluments 41,839 15,734
Directors benefits 6,763 6,029
48,602 21,763
Peter Jay fees were invoiced by Beachcroft LLP totalling £9,500 and by Meze Ltd totalling £14,582.
Included in the directors' emoluments are fees paid to CA Smith of £17,757.
4. NET FINANCE COSTS
2007 2006
£ £
Finance income:
Deposit account interest 174 3,705
Finance costs:
Bank interest 262 1,591
Bank loan interest 3,395 33,283
Other interest 6,793
3,657 41,667
Net finance costs 3,483 37,962
5. OPERATING PROFIT FOR THE YEAR
The operating profit for the year is stated after charging/(crediting):
2007 2006
£ £
Other operating leases 65,573 35,196
Depreciation - owned assets 31,691 958
Amortisation of intangibles 2,066 -
Auditors' remuneration (Company £15,000; 2006: £5,000) 22,000 12,350
Foreign exchange differences (9,700) 25,459
The analysis of administrative expenses in the consolidated income statement by nature of expense:
2007 2006
£ £
Employment costs 555,821 108,565
Depreciation and amortisation 33,457 958
Advertising costs 56,151 29,581
Travelling and entertaining 124,965 95,922
Establishment costs 81,376 35,583
Other expenses 246,479 194,529
1,098,249 465,138
6. INCOME TAX EXPENSE
The tax charge on the profit for the year was as follows:
2007 2006
£ £
Current tax:
Corporation tax 109,025 35,670
Overseas Corporation tax 25,113 -
Prior year tax adjustment - (205)
134,138 35,465
Deferred tax - 200
Total 134,138 35,665
Profit before tax 409,849 158,492
2007 2006
£ £
Profit on ordinary activities before taxation multiplied by 122,955 47,548
standard rate of UK corporation tax of 30% (2006 - 30%)
Effects of:
Non deductible expenses 2,036 4,263
Depreciation add back 9,417 287
Capital allowance (2,720) (221)
Other tax adjustments 2,450 (16,412)
11,183 (12,083)
Current tax charge 134,138 35,465
7. PROFIT OF PARENT COMPANY
As permitted by Section 230 of the Companies Act 1985, the profit and loss account of the parent company is not presented as part of
these financial statements. The parent company's profit for the financial year was £1,134 (2006 - £2,036).
8. EARNINGS PER SHARE
The calculation of earnings per ordinary share is based on earnings after tax and the weighted average number of ordinary shares in
issue during the year. For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume
conversion of all dilutive potential ordinary shares. The Group has two classes of dilutive potential ordinary shares being those share
options granted to employees and suppliers where the exercise price is less than the average market price of the Group's ordinary shares
during the year and the shares to be issued to satisfy the deferred consideration on the acquisition of a subsidiary.
Details of the adjusted earnings per share are set out below:
2007 2006
£ £
Basic EPS
Earnings attributable to ordinary shareholders (£) 275,711 122,827
Weighted average number of shares 145,379,299 110,246,575
Basic EPS (pence) 0.19 0.11
2007 2006
£ £
Diluted EPS
Earnings attributable to ordinary shareholders (£) 275,711 122,827
Weighted average number of shares 146,379,299 110,893,607
Diluted EPS (pence) 0.19 0.11
Detail of the proforma earnings per share after share consolidation is set out below:
2007 2006
£ £
Basic EPS
Earnings attributable to ordinary shareholders (£) 275,711 122,827
Weighted average number of shares (0.35p per share) 20,911,328 15,841,944
Basic EPS (pence) 1.33 0.77
9. GOODWILL
Group
COST
At 1 January 2006 1,794,265
Additions -
At 31 December 2006 1,794,265
Additions 990,557
At 31 December 2007 2,784,822
CARRYING AMOUNT
At 31 December 2007 2,784,822
At 31 December 2006 1,794,265
Goodwill additions in 2007 arose on the acquisition of Yacht Help Group (Mallorca) S.L., Yacht Help Group Gibraltar Limited and BA
Yachts Assistance S.L.
The Company assesses at each reporting date whether there is an indication that the goodwill may be impaired, by considering the net
present value of discounted cash flows forecasts. If an indication exists an impairment review is carried out. At the year end, there was no
indication of impairment of the value of goodwill.
The fair value of consideration and liability acquired for Yacht Help Group (Mallorca) S.L. is as follows:
Investments £
Consideration - cash 100,000
Consideration - shares 300,000
Legal fees 49,681
Loan waived (47,115)
402,566
Fair value of net assets acquired
Tangible assets 94,365
Inventories 17,279
Receivables 106,083
Cash and cash in hand 28,097
Payables (272,445)
Deferred tax asset write down (35,631)
Formation expense write-off (11,068)
Net liabilities (73,320)
Goodwill 475,886
The fair value of consideration and asset acquired for BA Yachts Assistance S.L. is as follows:
Investments £
Consideration - cash 239,579
Legal fees 11,672
Deferred consideration - cash 34,014
Deferred consideration - shares 133,333
418,598
Fair value of net assets acquired
Tangible assets 26,270
Receivables 592,815
Cash and cash in hand 50,546
Payables (663,524)
Net assets 6,107
Goodwill 412,491
The fair value of consideration and asset acquired for Yacht Help Group Gibraltar Limited is as follows:
Investments £
Consideration - cash 100,000
Fair value of net assets acquired
Receivables 7,420
Cash and cash in hand 74,459
Payables (76,697)
Net liabilities (2,182)
Goodwill 102,182
10. INTANGIBLES
Group
Totals
£
COST
At 1 January 2006 and 31 December 2006 -
Additions 23,018
Disposals -
At 31 December 2007 23,018
AMORTISATION
At 1 January 2006 and 31 December 2006 -
Amortisation for the year 2,066
Eliminated on disposal -
At 31 December 2007 2,066
CARRYING VALUE
At 31 December 2007 20,952
At 31 December 2006 -
The trademarks and patents relates to a license held by a Spanish subsidiary.
11. PROPERTY, PLANT AND EQUIPMENT
Group Fixtures and fittings Motor vehicles Totals
COST £ £ £
At 1 January 2006 38,991 - 38,991
Additions - - -
At 31 December 2006 38,991 - 38,991
Additions 63,414 55,156 118,570
Acquisition of subsidiaries 43,040 68,841 111,881
At 31 December 2007 145,445 123,997 269,442
DEPRECIATION
At 1 January 2006 35,159 - 35,159
Charge for the year 958 - 958
At 31 December 2006 3,117 - 36,117
Charge for the year 20,305 11,386 31,691
At 31 December 2007 56,422 11,386 67,808
CARRYING VALUE
At 31 December 2007 89,023 112,611 201,634
At 31 December 2006 2,874 - 2,874
Company Fixtures and fittings Motor vehicles Totals
COST £ £ £
At 1 January 2006 and 31 - - -
December 2006
Additions 62,625 55,156 117,781
At 31 December 2007 62,625 55,156 117,781
DEPRECIATION
At 1 January 2006 and 31 - - -
December 2006
Charge for the year 2,504 4,538 7,042
At 31 December 2007 2,504 4,538 7,042
CARRYING VALUE
At 31 December 2007 60,121 50,618 110,739
At 31 December 2006 - - -
12. FIXED ASSET INVESTMENTS
Company
Total
COST £
At 1 January 2006 2,307,054
Additions -
At 31 December 2006 2,307,054
Additions 921,164
At 31 December 2007 3,228,218
CARRYING AMOUNT
At 31 December 2007 3,228,218
At 31 December 2006 2,307,054
In the opinion of the directors, the aggregate value of the Company's investment in subsidiary undertakings is not less than the amount
included in the balance sheet
The details of the subsidiaries are as set out below:
Country of Nature of business
incorporation
Yacht Fuel Services Limited UK Supply of marine fuel and lubricants
Spain Supply of goods and services to
Yacht Help Group (Mallorca) yachts
S.L. Supply of goods and services to
Gibraltar yachts
Supply of goods and services to
Yacht Help Group Gibraltar Ltd yachts
Spain
BA Yachts Assistance S.L.
The Company acquired the whole issued share capital of Yacht Fuel Services Limited in 2005 for a total consideration of £2,307,054.
The Company acquired the whole issued share capital of Yacht Help Group (Mallorca) S.L. on 30 April 2007 for a total consideration of
£400,000, satisfied by £100,000 in cash and £300,000 in shares.
The Company acquired the whole issued share capital of Yacht Help Group Gibraltar Limited on 30 April 2007 for a total cash
consideration of £100,000.
The Company acquired the whole issued share capital of BA Yachts Assistance S.L. on 29 May 2007 for a total consideration of £418,598,
satisfied by £251,251 in cash, £34,014 deferred consideration in cash and £133,333 deferred consideration in shares.
The results of the subsidiaries are as follows:
2007 2006
£ £
Yacht Fuel Services Limited
Aggregate capital and reserves 884,568 652,773
Profit for the year 231,795 120,792
Yacht Help Group (Mallorca) S.L.
Aggregate capital and reserves
Loss for the year (76,098) -
2,778 -
Yacht Help Group Gibraltar
Limited
Aggregate capital and reserves
Loss for the year 1,979 -
(4,201) -
BA Yachts Assistance S.L.
Aggregate capital and reserves
Profit for the year
55,867 -
49,761 -
Yacht Help Group Gibraltar Limited's profit for the Year is for 18 months from 1 July 2006 to 31 December 2007.
13. INVENTORIES
Group Company
2007 2006 2007 2006
£ £ £ £
Finished Goods 17,942 - - -
The directors consider that the carrying amount of inventories is at fair value.
The cost of inventories recognised as expense and included in cost of sales amounted to £17,942 (2006 - £nil).
14. TRADE AND OTHER RECEIVABLES
Group Company
2007 2006 2007 2006
£ £ £
Current:
Trade receivables 991,069 665,224 - -
Other receivables 55,432 9,625 - -
Other taxes receivables 11,411 44,614 5,409 979
Prepayments 22,951 29,261 4,468 16,800
Amounts due from Group undertakings - - 173,061
1,080,863 748,724 182,938 17,779
The directors consider that the carrying amount of trade and other receivables approximates their fair value.
15. CASH AND CASH EQUIVALENTS
Group Company
2007 2006 2007 2006
£ £ £
Bank current account 821,152 363,911 - 6,170
Bank deposit account 20,000 - - -
Cash in hand 7,974 - - -
849,126 363,911 - 6,170
16. TRADE AND OTHER PAYABLES
Group Company
2007 2006 2007 2006
£ £ £ £
Current:
Trade payables 1,821,000 1,186,406 30,168 46,144
Amounts owed to Group undertakings - - 1,143,526 809,659
Social security and other taxes 71,364 3,176 536 -
Accruals and deferred income 61,709 73,588 21,661 4,000
Amounts owed to related parties 91,368 325,547 61,893 325,547
Other payables 9,306 - - -
2,054,747 1,588,717 1,257,784 1,185,349
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing expenses.
The directors consider that the carrying amount of trade and other payables approximates their fair value.
17 FINANCIAL LIABILITIES - BORROWINGS
Group Company
2007 2006 2007 2006
£ £ £ £
Repayable within one year on demand
Bank loans 51,689 - - -
Finance leases (see note 18) 38,523 - - -
Bank overdraft 66 - - -
90,278 - - -
Repayable between one and five years:
Finance leases (see note 18) 9,633 - - -
99,911 - - -
Yacht Help Group (Mallorca) S.L drew a bank loan of £55,172 (EUR80,000) on 10 March 2005. The loan is for a period of twelve years. The
loan is subject to interest rate of 5.75% per annum on the outstanding loan amount. The outstanding loan balance was subsequently paid post
year end.
18. FINANCE LEASES
Group
Minimum lease payments under finance leases fall due as follows:
2007 2006
£ £
No later than one year 41,367 -
Later than one year but not more than five 10,520 -
51,887 -
Future finance obligations (3,730) -
48,157 -
Yacht Help Group (Mallorca) S.L finance lease is in respect of purchase of motor vehicles. The finance leases are to be repaid in full
in May 2008. The interest rate is 8% per annum.
BA Yachts Assistance S.L. finance lease is in respect of a purchase of motor vehicle. The finance lease is for sixty months from 1 June
2006 to 1 May 2011. The interest rate is 12% per annum.
19. CALLED UP SHARE CAPITAL
Authorised:
Number: Class: Nominal value: 31.12.07 31.12.06
£ £
1,000,000,000 Ordinary 0.05p 500,000 500,000
Allotted, called up and fully paid:
Number: Class: Nominal value: 31.12.07 31.12.06
£ £
150,895,806/133,333,333 Ordinary 0.05p 75,448 66,667
On 23 April 2007, Deuxmil allotted 13,424,542 ordinary shares of 0.05p each at 5.5p per share.
On 30 April 2007, Deuxmil allotted 4,137,931 ordinary shares of 0.05p each at 7.25p per share.
On 27 May 2008, the issued share capital of the Company being 150,895,806 ordinary shares of 0.05p each was consolidated so that every
seven shares of 0.05p each held by a shareholder became one ordinary share of 0.35p having all the rights attaching to the ordinary shares
as set out in the articles of association, save that all residual holdings of less than seven ordinary shares held by a shareholder have not
been consolidated as aforesaid but have been reclassified as deferred shares of 0.05p each having all the rights attaching to the deferred
shares of 0.05p each as set out in the amended Articles of Association of the Company.
Also on 27 May 2008, the unissued share capital of the Company being 849,104,194 ordinary shares of 0.05p each was consolidated so that
every seven shares of 0.05p each held by a shareholder became one ordinary share of 0.35p having all the rights attaching to the ordinary
shares as set out in the articles of association, save that all residual holdings of less than seven ordinary shares held by a shareholder
have not been consolidated as aforesaid but have been reclassified as deferred shares of 0.05p each having all the rights attaching to the
deferred shares of 0.05p each as set out in the amended Articles of Association of the Company.
On 27 May 2008, the Company made share placement of 16,734,684 ordinary share of 0.35p each at 49p each.
On 27 May 2008, the Company issued 9,641,652 ordinary shares of 0.35p each at 49p, as part of the acquisition of YCO S.A.M.
20. RESERVES
Group Retained Share Other
earnings premium reserves Totals
£ £ £ £
At 1 January 2006 23,330 - - 23,330
Shares issued in the year - 1,072,813 - 1,072,813
Profit for the year 122,827 - - 122,827
At 31 December 2006 146,157 1,072,813 - 1,218,970
Shares issued in the year - 975,143 - 975,143
Profit for the year 275,711 - - 275,711
Deferred equity to be issued - - 133,333 133,333
At 31 December 2007 421,868 2,047,956 133,333 2,603,157
Company Retained Share Other
earnings premium reserves Totals
£ £ £ £
At 1 January 2006 4,138 - - 4,138
Shares issued in the year - 1,072,813 - 1,072,813
Profit for the year 2,036 - - 2,036
At 31 December 2006 6,174 1,072,813 - 1,078,987
Shares issued in the year - 975,143 - 975,143
Profit for the year 1,134 - - 1,134
Deferred equity to be issued - - 133,333 133,333
At 31 December 2007 7,308 2,047,956 133,333 2,188,597
21. RISK AND SENSITIVITY ANALYSIS
The Group's activities expose it to a variety of financial risks: interest rate risk, liquidity risk, foreign currency risk, capital
risk and credit risk. The Group's activities also expose it to non-financial risks: market risk. The Group's overall risk management
programme focuses on unpredictability and seeks to minimise the potential adverse effects on the Group's financial performance. The Board,
on a regular basis, reviews key risks and, where appropriate, actions are taken to mitigate the key risks identified.
Interest rate and foreign currency risk
The Group does not have formal policies on interest rate risk or foreign currency risk. However, the Group's exposure in these areas (as
at the balance sheet date) was minimal.
The Group is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in a currency other than pound
sterling (£). The Group maintains a natural hedge that minimises the foreign exchange exposure by matching foreign currency income with
foreign currency costs.
The Group does not consider it necessary to enter into foreign exchange contracts in managing its foreign exchange risk resulting from
cash flows from transactions denominated in foreign currency, given the nature of the business for the time being.
The net unhedged financial assets and liabilities of the Group that are denominated in its functional currency are as follows:
Group
Financial Assets Financial Liabilities
2007 2006 2007 2006
£ £ £ £
Euro (EUR) 356,881 87,357 608,600 117,385
United States Dollars (US$) 641,396 633,813 1,241,599 959,874
998,277 721,170 1,850,199 1,077,259
Liquidity risk
The Group prepares periodic working capital forecasts for the foreseeable future, allowing an assessment of the cash requirements of the
company, to manage liquidity risk. The directors have considered the risk posed by liquidity and are satisfied that there is sufficient
growth and equity in the company.
Capital risk
The Group's objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide returns for
shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
Market risk
The market may not grow as rapidly as anticipated. The Group may lose customers to its competitors. The Group's major competitors may
have significantly greater financial resources than those available to the company. There is no certainty that the company will be able to
achieve its projected levels of sales or profitability.
Credit risk
The Group's principal financial assets are bank balances and cash, trade and other receivables. The credit risk on liquid funds is
limited because the counter parties are banks with high credit ratings assigned by international credit-rating agencies. The Group's credit
risk is primarily attributable to its trade. The amounts presented in the balance sheet are net of allowance for doubtful receivables. An
allowance for impairment is made where there is an identified loss event which, based on previous experiences, is evidence of a reduction in
the recoverability of the cash flows. The Group has no significant concentration of credit risk, with exposure spread over a large number of
counter parties and customers.
22. FINANCIAL COMMITMENTS
Operating lease commitments
The Group leases office premises under a non-cancellable operating lease agreement, which contains various escalation clauses and
renewal rights. The lease expenditure is charged to the income statement during the year as incurred. At the balance sheet date the Group
was committed to payments under the operating lease agreement as follows:
2007 2006
£ £
Less than one year 51,727 38,500
Between one and five years 5,260 28,875
56,987 67,375
Capital commitments
There was no capital expenditure contracted for at each of the balance sheet dates but not yet incurred.
23. RELATED PARTY TRANSACTIONS
The Company repaid loan advances by L J Milton and N Miller, who are directors of the Company.
2007 2006
£ £
Beachcroft LLP - 65,330
LJ Milton (167,206) (82,752)
N Miller (130,462) (140,201)
During the year, the company paid legal fees of £ 9,500 (2006: £65,330) to Beachcroft LLP, a firm in which P Jay, a director of the
company, is a Partner.
All the above transactions with related parties were conducted at arms length
The following amounts were owed to related parties:
2007 2006
£ £
B Alonso 63,489 -
LJ Milton 24,292 191,498
N Miller 3,587 134,049
At the year end, the Group owed B Alonso, a director of Yacht Help GM of £ 34,014 in respect of deferred consideration on the
acquisition of BA Yachts, and £ 29,475 in respect of an advance given to BA Yachts.
During the year, the Company received management fee from Yacht Fuel Services Limited. It also (advanced) or received loan from fellow
subsidiaries. The details are as follows:
2007 2006
£ £
Yacht Fuel Services Limited - Management fee 202,000 60,000
Yacht Fuel Services Limited 297,023 202,665
Yacht Help Group (Mallorca) S.L. (158,061) -
Yacht Help Group (Mallorca) S.L. (15,000) -
BA Yachts Assistance S.L. 36,844 -
At 31 December 2007, the following amounts were due from or (owed to) subsidiary companies:
2007 2006
£ £
Yacht Fuel Services Limited (1,106,682) (809,659)
Yacht Help Group (Mallorca) S.L. 158,061 -
Yacht Help Group (Mallorca) S.L. 15,000 -
BA Yachts Assistance S.L. (36,844) -
24. SHARE-BASED PAYMENTS
There is no charge for share-based payments as the fair values at the date of grant were below the exercise prices:
The details of the share options are as follows:
2007 2006
Number of options Weighted average Number of options Weighted average
exercise price exercise price
£ £
Outstanding at the beginning 4,333,333 0.05 - -
of the year
Granted on 4 September 2006 - - 4,333,333 0.05
Exercise - - - -
Balance carried forward 4,333,333 0.05 4,333,333 0.05
The fair values of the options granted have been calculated using Black-Scholes model assuming the inputs shown below:
Grant date Sep 06
Share price at grant date 10p
Exercise price 5p
Option life in years 5 years
Risk free rate 5%
Expected volatility 10%
Expected dividend yield 0%
Fair value of option 0p
25. CONTINGENT LIABILITIES AND GUARANTEES
The Group has no contingent liabilities in respect of legal claims arising from the ordinary course of business and it is not
anticipated that any material liabilities will arise from the contingent liabilities other than those provided for.
A debenture in favour of Coutts &Co created on 26 July 2005 and registered on 27 July 2005 to secure an overdraft facility granted by
Coutts &Co to YFS on 25 July 2005.The debenture is a fixed and floating charge over the YFS 's undertaking and all of its property and
assets present and future including its goodwill, book debts, uncalled capital, buildings, fixtures and fixed plant and machinery.
26. POST BALANCE SHEET EVENTS
A secured overdraft facility letter dated 3 January 2008 between the Group and HSBC in respect of an overdraft of £150,000.The facility
is due for review in December 2008 and is being charged at an interest rate of 2% per annum above HSBC's sterling base rate, as published
from time to time.
A debenture in favour of HSBC created on 11 January 2008 and registered on 18 January 2008 to secure the Company and YFS's obligations
under the overdraft facility referred above. The debenture is a fixed and floating charge over the Company 's undertaking and all of its
property and assets present and future including its goodwill, book debts, uncalled capital, buildings, fixtures and fixed plant and
machinery.
A loan facility letter dated 3 January 2008 between the Company and HSBC Bank plc ("HSBC") under which HSBC agreed to loan the Company a
term loan facility of £50,000 to assist the Company with the purchase of specialised refrigeration vehicles for the provision of supplies to
super yachts. The loan is due for review in December 2008 and is being charged at an interest rate of 3.5% per annum above HSBC 's sterling
base rate, as published from time to time. The loan is to be repaid monthly at a rate of £1,590.27 inclusive of interest.
An unlimited corporate guarantee given by each of the Group companies in favour of HSBC given on 3 January 2008 to secure the Group 's
obligations under the loan facility referred to above.
On 2 May 2008, the Company entered into first warrant deed with WH Ireland Limited constituting 239,664 warrants. The principal terms of
the warrant deed are:
* The warrants are exercisable at any time within three year period from 28 May 2008.
* The subscription price on exercise of the warrants is 49p per new ordinary share.
* The warrants are transferable.
On 2 May 2008, the Company entered into the second warrant deed with WH Ireland Limited constituting 239,664 warrants. The principal
terms of the warrant deed are:
* The warrants are exercisable at any time within three year period from 28 May 2008.
* The subscription price on exercise of the warrants is 73.5p per new ordinary share.
* The warrants are transferable.
On 2 May 2008, the Company entered into the first options deed with Hichens, Harrison & Co. Plc constituting 239,664 options. The
principal terms of the options deed are:
* The options are exercisable at any time within three year period from 28 May 2008.
* The exercise price of the option is 49p per new ordinary share.
* The warrants are transferable.
On 2 May 2008, the Company entered into the second options deed with Hichens, Harrison & Co. Plc constituting 239,664 options. The
principal terms of the options deed are:
* The options are exercisable at any time within three year period from 28 May 2008.
* The exercise price of the options is 73.5p per new ordinary share.
* The warrants are transferable.
On 2 May 2008, the Company entered into Option Agreement with the directors. The principal terms of the options deed are:
* The options are exercisable at any time within five year period from 28 May 2008.
* The exercise price of the option is 49p per share.
* The warrants are transferable.
On 27 May 2008, the Company successfully completed the acquisition of YCO S.A.M. for a total consideration of EUR15 million satisfied by
the issue of 9,641,652 new ordinary shares of 0.35p each in the Company worth EUR6 million and the remaining EUR9 million in cash.
On 27 May 2008, the Company had in issue share options over the following number of ordinary shares of 0.35p each:
Number Exercise End of exercise period
price
Daniel Stewart & Company 190,476 35p 13.09.2011
M Bishop 142,857 35p 13.09.2011
R Bourgeaud 285,714 35p 13.09.2011
N Miller 714,285 49p 27.05.2013
L Milton 714,285 49p 27.05.2013
CA Smith 108,035 49p 27.05.2013
Hichens, Harrison & co. Plc 479,328 49p 27.05.2016
On 12 May 2008, the Company, Yacht Help Group (Mallorca) S.L. ("YHGM") and P Edwards entered into a settlement agreement, whereby P
Edwards will receive compensation from the termination of his employment with YHGM of EUR120,000. The first instalment of EUR80,000 to be
paid by 31 May 2008 and the remaining EUR40,000 shall be paid within six months but no later than 30 November 2008. The compensation payment
is guaranteed by the Company. The agreement also waived the non-competition clause per the service agreement entered between the Company and
P Edwards on 26 April 2007. It also waived all the legal obligation and guarantee given by P Edwards on the bank loan and leasing
agreements.
27. EXPLANATION OF TRANSITION TO IFRS
There have been no adjustments or restatements to the reported financial position, financial performance and cash flows of the group and
the Company resulting from the transition to IFRS from UK GAAP with effect from 1 January 2006.
28. ULTIMATE CONTROLLING PARTY
The Company is quoted on the Alternative Investment Market of the London Stock Exchange. At the date of the annual report in the
Directors opinion there is no one controlling party. In total N Miller and L J Milton owned 64% of the share capital of the company as at 31
December 2007.
As at 17 June 2008, there is no one controlling party.
29. AVAILABILITY OF THE REPORT AND ACCOUNTS
Copies of the full report and accounts will be posted to shareholders on or around 27 June 2008. A copy will be made available on the
Company's website (www.ycodeuxmil.com) at the same time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR PUUAUQUPRGAA
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