Nordic Panorama PLC
30 April 2008
NORDIC PANORAMA PLC
Chairman's Statement and preliminary results to 31 December 2007
PRELIMINARY STATEMENT to 31 December 2007
Introduction
Nordic Panorama Plc ('the Company'), the Norwegian leisure resort operator and
developer, is pleased to announce its consolidated results for the year to 31
December 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.
Results
The revenue for the year to 31 December 2007 amounted to £5.284m, which
generated a gross profit of £3.367m and an adjusted operating profit of £0.797m.
In calculating adjusted operating profit, operating profit is shown before
exceptional charges arising from the reverse acquisition of £0.868m. These
charges comprise impairment of goodwill arising from the reverse acquisition and
incorporate all the fees that were directly attributable. The earnings per share
amounted to a loss of 0.04p.
Review of the period
2007 turnover was marginally down on 2006 despite stronger sales in the second
half of the year. Sales of cabins and plots increased substantially from the
first half of 2007 and whilst this was partly as a result of the better selling
season it was also reflective of the increase in marketing efforts whereby
significant success was achieved from advertising in the national newspapers. It
also represented a substantial increase on the same period last year. The
marketing push has also laid very good foundations for 2008.
Following the opening of a road to the upper part of the mountain in 2006 the
Company negotiated a block sale of plots, which represented the bulk of the 49
plot sales in 2006. Plot sales of £2.495m represented a significant portion of
the 2006 turnover of £5.568m and their contribution this year was significantly
lower at £0.513m representing 9 plot sales. The next stage in the natural
development of the resort is the concentration on cabin sales, which enhances
and feeds the expansion of the resort itself. As a result of this emphasis on
promoting cabin construction, cabin sales have increased from £2.092m in 2006 to
£3.649m in 2007. Despite the poor snow conditions experienced at the start of
2007 the turnover generated from the ski resort itself still managed to exceed
2006 levels.
For the full year financial statements revenue relating to cabin sales is
recognised when the purchaser takes delivery of the cabin. This differs from
the policy adopted previously and in producing the interim results, in which
revenue was recognised on partially completed cabins with reference to the stage
of completion. However, the adoption of the new policy at the interims would
have had no effect on the results.
The higher level of plot sales within the sales mix together with the higher
margins achieved by plot sales (81%) compared with Cabin sales (19%) in 2006
sustained overall margins in 2006 at a level of 59%. However following a
significant increase in the average price of cabins in 2007 the margins on cabin
sales improved from 19% in 2006 to over 50%. As a result of this the overall
margins achieved in 2007 at 63% exceeded the 2006 levels.
Administrative costs have risen considerably during 2007 as a result of the
Vradal companies having to gear up due to being part of a quoted group, and the
Group incurring additional costs in establishing an active and operational UK
plc; it has strengthened its management team and operational staff and has
increased its marketing spend in the latter part of the year. The strengthening
of the Norwegian Krone against the pound also helped to swell the administrative
costs for the year. However the marketing and promotion efforts in the second
half of 2007 have already had an immediate impact on cabin sales and will help
underpin sales targets for 2008.
Current trading and outlook
2008 has started positively with encouraging orders for cabins and indeed cabin
sales have been boosted by the carry forward of orders taken in 2007 and the
completion of these contracts in the early part of this year. Cabin sales have
already exceeded levels achieved in the first half of 2007.
For further information please contact:
Nordic Panorama Plc
Geir Kjaernes, CEO 00 47 23 133027
Norman Lott, FD 0207 153 4920
Shore Capital 020 7408 4090
Alex Borrelli
Threadneedle Communications 020 7936 9605
Graham Herring
Josh Royston
NORDIC PANORAMA PLC
CONSOLIDATED INCOME STATEMENT for the year ended 31 DECEMBER 2007
Notes 2007 2006
(£'000) (£'000)
Continuing operations
Revenue 3 5,284 5,568
Cost of sales (1,917) (2,309)
Gross profit 3,367 3,259
Administrative costs (3,438) (1,593)
Exceptional charge arising from reverse acquisition 5 (868) -
Other administrative costs (2,570) (1,593)
Operating (loss)/profit (71) 1,666
Finance income 18 22
Finance costs (171) (108)
(Loss)/profit before taxation (224) 1,580
Taxation (92) (497)
(Loss)/profit for the year (316) 1,083
(Loss)/earnings per share
Basic 4 (0.04p) 0.13p
Diluted 4 (0.04p) 0.13p
NORDIC PANORAMA PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the year ended 31 DECEMBER 2007
Foreign
exchange
Share premium Other reserve Retained
reserves earnings
Share capital Total equity
(£'000) (£'000) (£'000) (£'000) (£'000) (£'000)
At 1 January 2006 33 - - - 1,159 1,192
Profit for the period and total
recognised income and expenses - - - - 1,083 1,083
At 31 December 2006 33 - - - 2,242 2,275
Loss for the period - - - - (316) (316)
Exchange differences on
translation of foreign operations - - - 320 - 320
Reversal of issued shares in the
Vradal companies (33) - - - - (33)
Recognition of shares and
reserves of Nordic Panorama Plc
on reverse acquisition 239 345 (7,963) - - (7,379)
New shares issued 7,983 - - - - 7,983
At 31 December 2007 8,222 345 (7,963) 320 1,926 2,850
NORDIC PANORAMA PLC
CONSOLIDATED BALANCE SHEET as at 31 DECEMBER 2007
Notes 2007 2006
(£'000) (£'000)
Non-current assets
Property, plant and equipment 2,615 2,291
Financial assets 1 1
Deferred tax asset 215 198
Other non-current assets 49 38
Total non-current assets 2,880 2,528
Current assets
Inventories 3,663 2,394
Trade receivables 1,172 589
Other receivables 326 597
Cash and cash equivalents 118 52
Total current assets 5,279 3,632
Total assets 8,159 6,160
Current liabilities
Trade payables 836 425
Borrowings 1,738 600
Current tax liabilities 109 684
Other payables 499 522
Total current liabilities 3,182 2,231
Non-current liabilities
Borrowings 1,935 1,465
Deferred tax liabilities 192 189
Total non-current liabilities 2,127 1,654
Total liabilities 5,309 3,885
Net assets 2,850 2,275
Equity
Share capital - issued and fully paid 6 8,222 33
Share premium account 345 -
Other reserves (7,963) -
Foreign exchange reserve 320 -
Retained earnings 1,926 2,242
Total equity 2,850 2,275
NORDIC PANORAMA PLC
CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 DECEMBER 2007
Notes 2007 2007
(£'000) (£'000)
Net cash used in operating activities 7 (639) (1,433)
Investing activities
Interest received 18 22
Acquisition of subsidiary - associated costs
(473) -
Net cash arising on acquisition 191 -
Purchases of property, plant and equipment (205) (282)
Purchase of other non-current assets (7) (29)
Net cash used in investing activities (1,115) (289)
Financing activities
Repayments of borrowings (27) (3)
Proceeds from borrowings 1,368 600
Interest paid (171) (108)
Net cash generated from financing activities 1,170 489
Net increase/(decrease) in cash and cash equivalents 55 (1,233)
Cash and cash equivalents at beginning of year 52 1,285
Foreign exchange gain on cash and cash equivalents 11 -
Cash and cash equivalents at end of year 118 52
NORDIC PANORAMA PLC
Notes forming part of the financial statements for the year ended 31 December 2007
1 Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ('IFRS') as adopted by the European
Union applied in accordance with the provisions of the Companies Act 1985. The
comparative figures are based on those of the Vradal companies for the year to
31 December 2006, which have been extracted from the audited accounts of the two
companies, which were produced in accordance with Norwegian GAAP. This financial
information has been converted and presented in accordance with IFRS.
The financial information contained in this announcement does not constitute
statutory financial statements within the meaning of Section 240 of the
Companies Act 1985. The financial information for the year ended 31 December
2007 has been extracted from the draft statutory financial statements for that
year upon which the auditors have yet to report.
2 Accounting policies
Basis of consolidation
The business combination between the Company and VPE and VPS has been accounted
for using reverse acquisition accounting and therefore represents 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 and business combinations between
entities under common control are outside the scope of IFRS 3. 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.
Revenue recognition
Cabin sales are recognised at the point at which the customer takes delivery of
the cabin.
Plot sales are recognised at the point title is passed on.
Sales revenue relating to the ski resort such as lift passes and equipment
rental is recognised over the period to which it relates and revenue from the
sale of ancillary goods is recognised at title transfer.
3 Revenue 2007 2006
(£'000) (£'000)
An analysis of the Group's revenue is as follows:
Cabin sales 3,649 2,092
Plot sales 513 2,495
Ski centre 1,122 981
5,284 5,568
4 (Loss)/earnings per share 2007 2006
(£'000) (£'000)
Earnings
Earnings for the purposes of basic and diluted
earnings per share has been calculated based on the
(loss)/profit after taxation (316) 1,083
Number of shares
Weighted average number of ordinary shares for the
purposes of basic earnings per share 822,162,575 822,162,575
Number of dilutive shares under option - -
Weighted average number of ordinary shares for the
purposes of dilutive earnings per share 822,162,575 822,162,575
The calculation of diluted earnings per share assumes conversion of all potentially dilutive ordinary shares,
however, as no share options have been granted there is no dilution.
Adjusted earnings per share
An adjusted earnings per share has also been calculated using the same number of
shares as above, but excluding the exceptional charges arising from the reverse
acquisition amounting to £0.868m from the result after taxation.
2007 2006
(£'000) (£'000)
Adjusted earnings 552 1,083
Adjusted earnings per share 0.07p 0.13p
5 Goodwill (£'000)
Cost and net book amount
At 1 January 2006 and 1 January 2007 -
Additions 868
At 31 December 2007 868
Impairment loss
Impairment loss for the period - exceptional
charge arising in relation to
goodwill arising from reverse acquisition* 868
Net book amount at 31 December 2007 -
*The goodwill arose on the reverse acquisition of the Company by VPE and VPS and impairment was immediately
recognised.
Fair value
adjustments
Book value Fair value
(£'000) (£'000) (£'000)
Net assets acquired
Cash and cash equivalents 191 - 191
Trade and other payables (20) - (20)
171 - 171
Goodwill 868
Total consideration 1,039
Satisfied by:
Fair value of shares* 566
Directly attributable fees 473
Total cost of combination 1,039
* 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 2.38p per share, the prevailing market price.
Net cash flow arising on acquisition
Cash and cash equivalents acquired 191
6 Called up share capital - 2007 2007 2006 2006
Company Number (£'000) Number (£'000)
Authorised
Ordinary shares of 1p each 1,900,000,000 19,000 133,989,835 1,340
Allotted, called up and fully
paid
Ordinary shares of 1p each
At beginning of the year 23,843,247 239 34,061,783 340
Cancellation of shares - - (10,218,536) (102)
Shares issued on acquisition 798,319,328 7,983 - -
At end of the year 822,162,575 8,222 23,843,247 238
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 £0.281m to reserves on 30 October 2006.
On 4 January 2007 the Company issued 798,319,328 ordinary shares of 1p each at 2.38p per share in exchange for
100% of the share capital of the Vradal companies, valued at £19m. The Company now has in issue 822,162,575
ordinary shares of 1p. These shares were admitted to trading on the AIM market operated by the London Stock
Exchange Plc on 5 January 2007 and the name of the Company was changed from Maisha Plc to Nordic Panorama Plc.
At an extraordinary meeting held on 8 May 2007 a resolution was passed increasing the authorised share capital
of the Company to £19m by the creation of an additional 750,000,000 new ordinary shares of 1p each.
7 Cash generated from/(used in) operations 2007 2006
(£'000) (£'000)
Operating (loss)/profit (71) 1,666
Exceptional items 868 -
Depreciation charge 182 156
Changes in working capital
- inventories (978) (1,620)
- trade and other receivables (332) (594)
- trade and other payables 425 (795)
Cash generated from/(used in) operations 94 (1,187)
Tax paid (733) (246)
(639) (1,433)
8 Statutory Accounts
The financial information set out above does not constitute the Group's
statutory information for the year ended 31 December 2007, but is derived from
those accounts. Statutory accounts for the year will be delivered to the
Registrar of Companies following the Company's Annual General Meeting.
9 Distribution
Copies of the accounts will be distributed to shareholders and the AIM team
shortly and will also be available at the Company's offices at 4th Floor, 7 Cork
Street , London W1S 3LJ and on the Company's website www.nordicpanoramaplc.com
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