Nordic Panorama PLC
28 September 2007
Nordic Panorama Plc (formerly Maisha Plc)
Interim Results for the six months to 30 June 2007
CHAIRMAN'S STATEMENT
Introduction
I am pleased to enclose the interim figures of Nordic Panorama Plc ('the
Company') for the six months to 30th June 2007. The consolidated financial
statements have been prepared using reverse acquisition accounting and therefore
represent a continuation of the financial statements of Vradal Panorama Eiendom
AS ('VPE') and Vradal Panorama Skisenter AS ('VPS') (the 'Vradal companies'),
the subsidiaries acquired in January this year. The comparative figures comprise
only VPE and VPS, while the loss before taxation of £14,000 for Maisha Plc for
the 4 months to 31 December 2006 will be reflected in the Company's accounts for
the 16 month period to 31 December 2007.
Results and dividend
The revenue for the period for the 6 months to 30th June 2007, all of which was
generated by the Vradal companies, amounted to £2,133,000, which generated a
gross profit of £1,538,000 and an adjusted operating profit of £443,000. The
operating costs were adjusted for the exceptional charges arising from the
reverse acquisition of £725,000. These charges comprise of the impairment of
goodwill arising from the reverse acquisition and incorporate all the fees that
were directly attributable. The earnings per share prior to the exceptional
charges amounted to 0.03p. No dividend is recommended.
Review of the Period
Since the completion of the acquisition of the Vradal companies on 4th January
2007 those companies have continued to develop their products and services.
However, the well documented poor snow conditions experienced throughout Europe
this season had an impact on the results for the first half of the year, with
fewer visitors to the region caused by the lack of viable skiing. The effect of
the poor season was two-fold, with a decrease in turnover at the resort's ski
centre as well as a delay in sales of both plots of land and completed chalets.
Whilst this had an impact on the Group's first half performance, it enabled us
to focus on converting more plots of land into higher margin, pre-built cabins.
This has resulted in more completed cabins being available for sale in the
Group's key marketing period of August to November.
In May of this year, we announced that Geir Kjarnes had been appointed as the
Group's new CEO, to replace Tore Svendsen who stepped down for personal reasons.
With a strong plc background and a particular focus on marketing, Geir has
already put in place several new initiatives which we believe will help to drive
sales in the near future.
Current Trading and Outlook
The second half of the year has started positively with encouraging orders for
chalet sales. Whilst the overall second half performance is still subject to the
timing of the start of the new ski season, the Board is cautiously optimistic of
a stronger trading performance in the remainder of the year.
Mumtaz Khan, Chairman
28 September 2007
For further information please contact:
Nordic Panorama Plc
Geir Kjaernes, CEO + 47 23 133027
Norman Lott, FD 020 7153 4920
HB Corporate 020 7510 8600
Luke Cairns
Cecil Jordaan
Threadneedle Communications 020 7936 9605
Graham Herring
Josh Royston
Nordic Panorama Plc
Interim Results for the Six Months
to 30 June 2007
Consolidated Income Statement
For the six months ended 30 June 2007
Unaudited Unaudited Unaudited
6 months to 6 months to Year to
Notes 30-Jun-07 30-Jun-06 31-Dec-06
(£000) (£000) (£000)
Revenue 2,133 4,926 5,568
Cost of sales (595) (2,012) (2,177)
--------- --------- ---------
Gross profit 1,538 2,914 3,391
Administrative costs (1,095) (927) (1,550)
Exceptional charge arising from
reverse acquisition 5 (725) - -
--------- --------- ---------
Operating (loss)/profit (282) 1,987 1,841
Finance income 8 12 22
Finance costs (111) (65) (108)
--------- --------- ---------
(Loss)/profit before taxation (385) 1,934 1,755
Taxation 9 (118) (467) (509)
--------- --------- ---------
(Loss)/profit after taxation (503) 1,467 1,246
--------- --------- ---------
Adjusted profit per share (basic
and diluted) 8 0.03p 0.18p 0.15p
--------- --------- ---------
Consolidated Statement of Recognised Income and Expense
6 months to 6 months to Year to
30-Jun-07 30-Jun-06 31-Dec-06
(£000) (£000) (£000)
Exchange differences on
translation of foreign operations 28 - -
Loss for the period (503) - -
--------- --------- ---------
Total recognised income and
expense for the period (475) - -
--------- --------- ---------
Nordic Panorama Plc
Consolidated Balance Sheet
Unaudited Unaudited
As at As at
Notes 30-Jun-07 31-Dec-06
(£000) (£000)
Assets
Non current assets
Property, plant and equipment 2,297 2,334
Financial assets - 1
Deferred tax asset 163 198
Other non-current assets - 38
--------- ---------
Total non current assets 2,460 2,571
Current assets
Inventories 2,990 2,394
Trade receivables 860 1,007
Other receivables 588 597
Cash and cash equivalents 273 52
--------- ---------
Total current assets 4,711 4,050
Total assets 7,171 6,621
--------- ---------
Liabilities
Current liabilities
Trade payables 163 425
Borrowings 1,130 600
Tax liabilities 543 684
Other payables 580 389
--------- ---------
Total current liabilities 2,416 2,098
Non current liabilities
Borrowings 1,523 1,465
Deferred tax 284 201
--------- ---------
Total non current liabilities 1,807 1,666
Total liabilities 4,223 3,764
--------- ---------
Total net assets 2,948 2,857
========= =========
Equity
Capital and reserves
Share capital - Issued and fully paid 6 8,222 33
Share Premium 7 345 -
Other reserves 7 (7,968) -
Retained earnings 7 2,349 2,824
--------- ---------
Total equity 2,948 2,857
========= =========
Nordic Panorama Plc
Consolidated Cash Flow Statement
Unaudited Unaudited
6 months to 6 months to
30-Jun-07 30-Jun-06
(£000) (£000)
Operating profit before exceptional items 443 1,987
Exchange differences on translation
of foreign operations 28 -
Depreciation of property, plant and equipment 91 180
Taxation (141) (162)
--------- ---------
Operating cash flows before movements
in working capital and provisions 421 2,005
Changes in inventories (596) (118)
Changes in trade and other receivables 156 (996)
Changes in trade and other payables (90) (1,252)
--------- ---------
Net cash outflow from operating activities (109) (361)
--------- ---------
Cash flows from investing activities
Purchase of subsidiary - associated costs (330) -
Net cash arising on acquisition 191 -
Sale of property, plant and equipment - 26
Purchase of property, plant and equipment (54) (70)
Net change in other investing activities 38 (5)
--------- ---------
Net cash used in investing activities (155) (49)
--------- ---------
Cash flows from financing activities
Proceeds from borrowings 588 (4)
Interest received 8 12
Interest paid (111) (64)
--------- ---------
Net cash from financing activities 485 (56)
--------- ---------
Net increase/(decrease) in cash and cash
equivalents 221 (466)
Opening cash and cash equivalents 52 1,298
--------- ---------
Closing cash and cash equivalents 273 832
--------- ---------
Notes to the financial statements
1 Basis of preparation
The consolidated interim results for Nordic Panorama ('the Company') have been
presented in accordance with International Financial Reporting Standards
('IFRS') as adopted by the European Union in accordance with the provisions of
the Companies Act 1985. IFRS is subject to amendment and interpretation by the
International Accounting Standards Board and the International Financial
Reporting Interpretations Committee and there is an ongoing process of review
and endorsement by the European Commission. The financial information has been
prepared on the basis of IFRS that the Directors expect to be applicable as at
31 December 2007. The consolidated results for Vradal Panorama Eindom AS ('VPE')
and Vradal Panorama Skisenter AS ('VPS') for the six months to 30 June 2006 and
the year to 31 December 2006 have been extracted from the audited accounts of
the two companies, which were produced in accordance with Norwegian GAAP. The
financial information has been converted and presented in accordance with IFRS.
The Interim Statement does not constitute statutory accounts as defined in
section 240 of the Companies Act 1985 and has not been audited by the Company's
auditors. A copy of the statutory accounts of the Company for the year ended 31
August 2006, which were prepared under UK GAAP, has been delivered to the
Registrar of Companies. The auditors' report on those accounts was qualified in
respect of non-compliance with accounting standards due to the non-consolidation
of Pearl Micro Solutions Limited.
2 Basis of consolidation
The Company's financial statements are for the six months to 30 June 2007 and
present comparative information for the six months to 30 June 2006 and for the
year to 31 December 2006.
The consolidated financial statements have been prepared using reverse
acquisition accounting and therefore represent a continuation of the financial
statements of VPE and VPS, the legal subsidiaries acquired. VPE and VPS were,
prior to their reverse acquisition of the Company, not part of a legal group but
were under common control. Accordingly, the bringing together of VPE and VPS has
been accounted for under the principles of merger accounting and as a result,
the assets and liabilities of the two entities are recorded at book value,
goodwill and intangible assets are recognised only to the extent that they were
previously recognised and no goodwill was recognised on the merger.
The reverse acquisition of the Company by the combined entities is accounted for
as a business combination under IFRS3 with the combined entities as the acquirer
and the Company as the acquiree.
The reverse acquisition of the Company by VPE and VPS took place on 4 January
2007.
3 Accounting Policies
Business combinations
On acquisition, the assets and liabilities and contingent liabilities of the
acquired entity are measured at their fair values at the date of acquisition.
Any excess of cost of acquisition over the fair values of the identifiable net
assets acquired is recognised as goodwill.
The results of acquisitions are included in the group income statement from the
effective date of acquisition.
All intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Goodwill
Goodwill arising on consolidation represents the excess of the cost of the
acquisition over the group's interest in the fair value of the identifiable
assets and liabilities of the acquiree at the date of acquisition. Goodwill is
recognised as an asset and reviewed for impairment at least annually. Any
impairment is recognised immediately in the income statement and is not
subsequently reversed.
Other accounting policies
For all other accounting policies please refer to the Admission document.
4 Segment information
Breakdown of revenue 6 months to 6 months to Year to
30-06-07 30-06-06 31-12-06
(£'000) (£'000) (£'000)
Ski centre 727 981 981
Plot sales 97 2,193 2,495
Cabin sales and rental 1,309 1,752 2,092
-------- -------- --------
2,133 4,926 5,568
-------- -------- --------
5 Intangible assets - Goodwill
(£'000)
Cost
On reverse acquisition of the Company (see below) 725
--------
At 30 June 2007 725
--------
Impairment loss
Impairment loss for the period - exceptional
charge arising from reverse acquisition 725
At 30 June 2007 725
Net book amount at 30 June 2007 -
The goodwill arose on the reverse acquisition of the Company by VPE and VPS
Book value Fair value adjustments Fair value
(£'000) (£'000) (£'000)
Net assets acquired:
Cash and cash equivalents 191 - 191
Trade and other payables (20) - (20)
--------- --------- ---------
171 - 171
--------- --------- ---------
Goodwill 725
Total consideration 896
--------------------------- --------- --------- ---------
Satisfied by:
Fair value of shares* 566
Directly attributable fees 330
---------
Total cost of combination 896
---------
* The deemed cost of combination is based on 23,843,247 ordinary 1p shares of
Maisha Plc (now Nordic Panorama Plc) in issue prior to the combination, and a
fair value of 2.375p per share, the prevailing market price
Net cash flow arising on
acquisition
Cash and cash equivalents
acquired 191
6 Share Capital
On 11 October 2006, approval by the High Court for the capital reduction
approved by shareholders at an Extraordinary General Meeting of the Company on
20 July 2006 was given. This adjustment resulted in the cancellation of
10,218,536 ordinary shares of 1p each held by S Mahmood and Gamma Ventures
Limited and a credit of £281,000 to reserves on 30 October 2006.
On 4 January 2007 the Company successfully completed the acquisition of VPE and
VPS for a consideration of £19 million, satisfied by the issue of 798,319,328
ordinary shares of 1p each at 2.38p per share. The Company now has in issue
822,162,575 ordinary shares of 1p. These shares were admitted to trading on 5
January 2007 and the name of the Company was changed from Maisha Plc to Nordic
Panorama Plc.
7 Consolidated Statement of Changes in Equity
Share Share Other Retained
Capital Premium Reserves Earnings Total
(£000) (£000) (£000) (£000) (£000)
At 1 January 2006 33 - - 1,578 1,611
Profit for the period and
total recognized income and
expenses - - - 1,467 1,467
------- -------- -------- ------- -------
At 30 June 2006 33 - - 3,045 3,078
Loss for the period - - - (221) (221)
------- -------- -------- ------- -------
At 31 December 2006 33 - - 2,824 2,857
New shares issued 7,950 345 - - 8,295
On reverse acquisition 239 - (7,968) - (7,729)
Loss for the period - - - (475) (475)
------- -------- -------- ------- -------
At 30 June 2007 8,222 345 (7,968) 2,349 2,948
------- -------- -------- ------- -------
8 Profit per share
The basic profit per share has been calculated based on the profit after
taxation pre exceptional items for the six months to 30 June 2007 of £230,000
and the weighted average number of shares in issue in the period ended 30 June
2007 of 822,162,575 (31 December 2006: 822,162,575).
9 Taxation
The tax expense represents the sum of the tax currently payable and any deferred
tax.
The tax provision made is based on the prevailing Norwegian tax rate of 28% on
the taxable profits of the Norwegian operating subsidiaries.
This information is provided by RNS
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