RNS Number : 8069X
  Medsea Estates Group PLC
  30 June 2008
   




    Medsea Estates Group PLC    

    PRELIMINARY RESULTS for the year ended 31st December 2007 


    Chairman's Statement

    Turnover rose 30% in the year to �10.5 million, but I regret to report that the Group recorded a loss before tax of �1.3 million.
Clearly this was a very disappointing performance, but reflects the position we announced in our trading update in February. The Group's
revenue in the second half of the year was only �4.6 million on a re-stated basis, a reflection not only of slowing activity, but also of
the difficulties we have experienced as a result of our dependence on third parties to complete the sales processes in a timely manner.

    The Board has taken the decision to change the Group's revenue recognition policy, so we are no longer taking into account income that
is in the pipeline. Additionally, we have decided that the degree of influence Medsea now exercises over its investments is no longer
sufficient in all cases to justify their inclusion as associates and accordingly certain investments have been reclassified as available for
sale investments and profits will now be recognised when they crystallise rather than on the equity basis.

    Basically, 2007 was characterised by two distinct halves: the first half of the year witnessed exceptionally strong sales growth for our
Italian business as the attractiveness of properties in Calabria led to record sales of 608 units in the first half year. The unexpected
complexity of operating in this market however led to cancellations and, most importantly commission collection delays in the second half of
the year.  

    In general, our experience to date in the burgeoning Italian market has brought the following issues to light:

    *     The process by which reservations are converted to firm, billable and collectable commissions has been generally hampered by
regulatory and third party inefficiencies
    *     Delays in Medsea receiving such commissions have resulted in a cash flow squeeze for both Medsea and its agents, with the latter
resulting in a throttling of the new business pipeline
    *     Costs related to the expansion in the Italian market impacted profitability in the second half of the year

    The Group has focused heavily on easing the commission backlog and is hopeful that the use of its call centre and other initiatives will
enable commissions to flow more readily in the coming months.

    Quite clearly, recent events in the credit markets have placed pressure on the markets in which Medsea operates. Cancellations are often
linked to financial pressures experienced by buyers. The Spanish market has been experiencing a downturn already for a number of years and
market forces have created a buyer's market.  Medsea is not immune to such developments and is continually right sizing the business to
reflect these conditions. Nevertheless, the general trend of Northern Europeans seeking either a primary or secondary home in the
Mediterranean has not ceased and reduced prices are likely to increase the attractiveness for new buyers.

    As an AIM company, we notified in our interim results announcement that the Group is now required to report according to International
Financial Reporting Standards. In fact, this change from UK GAAP has no material impact on our numbers, but we have taken the opportunity
provided by this change to review the accounting policies that we were advised to implement when the Group was floated on AIM. 

    The reality is that whilst the policy in relation to income recognition was absolutely proper, the alternative approach to which we have
now changed provides a better measure of performance and where management should focus their attention. This change also has the advantage
that our results will no longer be affected by actual cancellations being at different levels to cancellation provisions in our accounts as
the latter will no longer be needed. An explanation of the impact of these changes is provided in the financial statements.

    January 2008 started better than we had expected, but since then sales have continued to decline which has led the company to implement
a series of cost-cutting measures. We believe this will enable us to emerge as a stronger Group once market conditions improve.

    Tony Gatehouse
    Chairman

      

    Finance Review


    Income Statement

    Year on year increase in turnover to �10,537,000 represents an increase of 30% over the year 2006. Loss before tax has increased to
�1,297,000 compared to a loss of �1,048,000 in the previous year.

    Gross margins improved from 13.7% in 2006 to 21.5% in 2007, but this was off-set by an increase in administrative costs of �1,400,000.

    The results for the year have been drawn up using a different income recognition policy to that hitherto. The basic effect is that only
income that has been invoiced or is invoicable by the year end has been taken to the profit and loss account. This means that commissions
that would have been receivable and payable under the previous policy have not been included in these accounts.

    Due to external changes and the impact of the credit squeeze, the Group has reviewed the degree of influence it currently exercises in
relation to its Associates. As a result the directors consider that the Group no longer exercises the appropriate influence in respect of
two of the investments, and these have been re-classified as available for sale financial assets.

    Earnings per share, basic and diluted, in the year are minus 1.76 pence compared to minus 1.67 pence in 2006.

    Balance Sheet

    There has been a significant increase in the sums invested in Associates, resulting from the matters referred to in note 26 of the 2006
accounts and in note 25 of these accounts. This has in turn resulted in the decrease in trade receivables as reported at the 2006 year end.

    It is now expected that the profits from Associates will start to crystalise in 2009.

    Cash Flow

    The Group raised �735,000 through a share placing in June 2007.

    The net cash outflow during the year in respect of operating activities reflects the impact of the loss recorded.

      
                                  MEDSEA GROUP ESTATES PLC AND SUBSIDIARY UNDERTAKINGS

                         CONSOLIDATED INCOME STATEMENT

                         FOR THE YEAR ENDED 31 DECEMBER 2007
                                                                                                         




                                                                                  2007               2006
                                                                                              As restated
                                                                                 �'000              �'000

          Revenue                                                              10,537              8,066 

                  Cost of sales                                                (8,274)            (6,963)

        Administrative expenses                                                (3,556)            (2,121)

                 Finance income                                                    24                  1 

                Finance expense                                                   (28)               (31)
                                                                                                         
           Loss before taxation                                                (1,297)            (1,048)

         Tax (charge)/credit on loss                                             (14)               (129)
                                                                                                         
              Loss for the year                                                (1,311)            (1,177)

               Attributable to:
                                                                              (1,307)      (1,172)   (5) 
   Equity holders of the parent                                                   (4) 
             Minority interests
                                                                                                         
                                                                               (1,311)            (1,177)

              Loss per share (pence)
              Basic and diluted                                                 (1.76)             (1.67)


 None of the group�s activities was acquired or discontinued during the above periods.

      
         CONSOLIDATED BALANCE SHEET                  
        AS AT 31 DECEMBER 2007                       
                                                     
                                               2007            2006
                                                       As re-stated
                                              �'000           �'000
            ASSETS                                   
            Non-current assets                       
       Other intangible assets                   4               6 
 Property, plant and equipment               1,057             871 
     Investments in associates                 646               - 
        Other financial assets                 100              92 
                                             1,807             969 
          Current assets                             
       Inventories                             165             301 
  Trade and other receivables                1,788           2,319 
       Current tax recoverable                  15              -  
     Cash and cash equivalents                 317             944 
                                             2,285           3,564 
                                                     
            Total assets                     4,092           4,533 
                                                     
        EQUITY AND LIABILITIES                       
          Shareholders' equity                       
           Share capital                     7,798           7,063 
           Share premium                        22              22 
           Other reserve                       128             117 
           Revaluation reserve                  51              46 
          Merger reserve                    (7,058)         (7,058)
 Foreign currency translation reserve         (170)           (109)
       Retained earnings                      (475)            778 
      Minority interests                          -              4 
                                               296             863 
                                                     
       Non-current liabilities                       
          Long-term borrowings                 209             300 
            Deferred tax                        -               91 
                                               209             391 
                                                     
           Current liabilities                       
      Trade and other payables               3,065           3,031 
         Short-term borrowings                 522             248 
                                             3,587           3,279 
                                                     
  Total equity and liabilities               4,092            4,533
                                                     

      

                                     CONSOLIDATED STATEMENT OF CASH FLOWS          
                                                                                   
 FOR THE YEAR ENDED 31 DECEMBER 2007                                               
                                                                                          2007         2006
                                                                                                        re-
                                                                                                     stated
                                                                                         �'000        �'000
                                                                                   
                         Cash flows from operating activities                      
                                                                                   
                Profit/(loss) before tax                                               (1,297)      (1,048)
                        Adjustments for:                                           
                                     Depreciation                                         127          121 
                                Foreign exchange                                          (63)         (90)
                                   Finance income                                         (24)          (1)
                                  Finance expense                                          28           31 
                            Amortisation of other intangible assets                         2            3 
                     Loss / (profit) on sale of property, plant and equipment              15          (52)
                         Decrease / (increase) in trade and other receivables             548         (477)
             Decrease / (increase) in inventories                                         136         (119)
                                         Increase in trade and other payables              47        2,246 
                                                                                                           
               Cash (absorbed by) / generated from operations                            (481)         614 
                              Tax on profits paid                                       (137)         (164)
                Interest paid                                                             (28)         (31)
                                                                                              
                     Net cash (absorbed by) / generated from operating activities        (647)         419 
                                                                                   
                   Cash from investing activities                                  
            Interest received                                                               24           1 
                    Purchase of property, plant and equipment                            (256)        (107)
 Proceeds from the sale of property, plant and equipment                                   -           276 
                     Payments to acquire shares in associates                            (654)          -  
      Payments to acquire other intangible assets                                          (1)          (7)
                                                                                                           
                Net cash (used) / generated in investing activities                      (887)         163 
                                                                                   
                   Cash from financing activities                                  
                            Receipt of borrowings                                         123          352 
                 Share issues                                                             735           -  
       Other loans                                                                        (13)        (118)
               Capital element of finance lease (payments)/receipts                       (27)          55 
                                                                                                           
                        Net cash generated from financing activites                       818          289 
                                                                                   
                        Net (decrease)/ increase in cash and cash equivalents            (715)         871 
                                                                                   
                     Cash and cash equivalents at the beginning of the period             944           73 
                                                                                   
                           Cash and cash equivalents at the end of the period             229          944 
                                                                                   
                                       Cash and cash equivalents consists of:      
                                                                                   
                           Cash and cash equivalents included in current assets            317          944
               Bank overdraft included in current liabilities                             (88)            -
                                                                                           229          944

      
    
1.  Basis of preparation

    The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain non-current
assets and in accordance with applicable International Financial Reporting Standards (IFRS) as adopted for use by the European Union.

    These are the Group's first IFRS consolidated financial statements. IFRS 1 'First-time adoption of International Financial Reporting
Standards' has been applied. An explanation as to how the transition in respect of IFRS has affected the reported financial position,
financial performance and cash flow of the group is provided below in the reconciliations of equity and profit or loss for the comparative
periods reported under UK GAAP to those reported for those periods under IFRSs; the impact of the change in the accounting policy for income
recognition is also explained.

    The group financial statements consolidate Medsea Estates Group PLC and all its subsidiary undertakings drawn up to 31 December each
year. Medsea Estates Group PLC acquired shares in Medsea UK Limited and its subsidiaries on 16 July 2004. The financial statements have been
prepared using merger accounting so that all the combining entities' results are shown from 1 January 2004.

    As this business combination occurred before the transition date to IFRS of 1 January 2006, the exemption from retrospective application
of IFRS3 Business Combinations has been taken.


            2. Operating loss                                                
                                                                             
          The operating loss is arrived at after charging:             2007       2006
                                                                     �'000      �'000 
                                                                             
                                  Depreciation of owned assets         109        111 
                                 Depreciation of leased assets          18         10 
                         Amortisation of intangible assets               2          3 
    Loss/(Profit) on disposal of property, plant and equipment          15        (52)
     Hire of equipment - operating leases - motor vehicles             655        373 
 Hire of equipment - operating leases - land and buildings             143        174 
                       Auditors' remuneration - other services          27          2 
                   Auditors' remuneration - audit services              40         31 

    
                                                       Share capital     Share premium     Other reserves *     Revaluation reserve    
Merger reserve         Foreign Currency      Retained earnings     Minority interests     Total Equity
                                                                                                                                            
               Translation Reserve
                                                               �'000             �'000                �'000                   �'000         
    �'000                    �'000                  �'000                  �'000            �'000
                                                                                                                                            
                                                                                                 
 Balance at 1 January 2006                                     7,063                22                  117                      96         
  (7,058)                                           1,944                      9            2,193
                                                                                                                                            
                               -  
 Loss for the year                                                 -                 -                    -                       -         
        -                                         (1,172)                      -          (1,172)
                                                                                                                                            
                               -  
 Exchange differences arising on translation of                    -                 -                    -                     (1)         
        -                    (109)                   (43)                      -            (153)
 foreign operations
 Minority interest                                                 -                 -                    -                       -         
        -                                               -                    (5)              (5)
                                                                                                                                            
                               -  
 Sales of revalued properties                                      -                 -                    -                    (49)         
        -                                              49                      -                -
                                                                                                                                            
                               -  
                                                                                                                                            
                                                                                                 
 Total recognised income and expense for the period            7,063                22                  117                      46         
  (7,058)                    (109)                    778                      4              863
 Payment of dividends                                              -                 -                    -                       -         
        -                                               -                      -                -
                                                                                                                                            
                               -  
 Balance at 31 December 2006 carried forward                   7,063                22                  117                      46         
  (7,058)                    (109)                    778                      4              863
 Balance at 1 January 2007 brought forward                     7,063                22                  117                      46         
  (7,058)                    (109)                    778                      4              863
                                                                                                                                            
                                                                                                 
 Loss for the period                                               -                 -                    -                       -         
        -                                         (1,307)                      -          (1,307)
                                                                                                                                            
                               -  
 Exchange differences arising on translation of                    -                 -                   11                       5         
        -                     (61)                     54                      -                9
 foreign operations
 Minority interest                                                                                        -                       -         
        -                                             -                      (4)              (4)
                                                                                                                                            
                               -  
 Sales of revalued properties                                      -                 -                    -                       -         
        -                                               -                      -                -
                                                                                                                                            
                               -  
                                                                                                                                            
                                                                                                 
 Total recognised income and expense for the year              7,063                22                  128                      51         
  (7,058)                    (170)                  (475)                      -            (439)
                                                                                                                                            
                                                                                                 
 Issue of shares                                                 735                 -                    -                       -         
        -                        -                      -                      -              735
 Payment of dividends                                              -                 -                    -                       -         
        -                                               -                      -                -
                                                                                                                                            
                               -  
 Balance at 31 December 2007 carried forward                   7,798                22                  128                      51         
  (7,058)                    (170)                  (475)                      -              296


    * Each company in the Group registered in Spain is required to transfer 10% of its profit each year to a non-distributable reserve until
the balance on that reserve reaches 20% of that company's paid up share capital. This balance is reflected under other reserves and the
reserve was fully funded at 31 December 2007


    4. Explanation of transition to IFRS and change in Revenue Recognition Policy

    The Group has applied IFRS1, First Time Adoption of International Financial Reporting Standards in preparing these consolidated
financial statements. The Group's transition date is 1st January 2006 and as such an opening IFRS balance sheet has been prepared at that
date. Consequently, 2006 comparative information has been restated under these new accounting standards.

    IFRS 1 allows certain exemptions from full retrospective application of certain standards. In preparing these consolidated financial
statements, the group has elected to apply the business combinations exemption in IFRS 1. Therefore, it has not restated the business
combinations that took place prior to the 1 January 2006 transition date, which resulted in the creation of the merger reserve.

    As part of adopting IFRS, the Directors have also decided to alter the accounting policy in respect of revenue recognition.

    Hitherto commission income and the consequent commission payable have been accrued in full at the time that clients made payment of a
non-refundable reservation deposit to the developer. To allow for subsequent cancellations, a cancellation provision was then made against
these accruals in order to reduce the accrued income and expenditure in the accounts to levels that would be comparable with what was
actually invoiced. Because of the sometimes protracted period between reservation and completion, establishing the correct level of
cancellation provision has become increasingly difficult. Accordingly, the consolidated accounts will now report on commission receivable on
the basis of whether it was invoiced or invoicable by the end of the accounting period concerned. This means that commission (both
receivable and payable) is only being recognised if the client purchasers have paid the first full instalment on their property purchase
(often 50% of the selling price) which then triggers the contractual arrangement whereby commission can be claimed from the developer

    Due to external changes and the impact of the credit squeeze, the Group has reviewed the degree of influence it currently exercises in
relation to its Associates. As a result the directors consider that the Group no longer exercises the appropriate influence in respect of
two of the investments, and these have been re-classified as available for sale financial assets

      

                      5. Reconciliation of the consolidated income statement for the year ended 31 December 2006

                                                      Effect of   Effect of 
                                                      change to    change to    Restated    Effect of   Restated
                                              2006    status of     income        2006     transition     2006
                                             UK GAAP  associates  recognition   UK GAAP      to IFRS      IFRS
                                              �'000     �'000        �'000       �'000        �'000      �'000

                                Revenue       13,300         -        (5,234)       8,066          -       8,066

                          Cost of sales      (8,849)         -          1,886     (6,963)          -     (6,963)

                Administrative expenses      (2,229)         -            108     (2,121)          -     (2,121)

           Share of operating profit in          702       (702)          -           -            -         -  
                             associates

                         Finance income            1         -            -             1          -           1

                        Finance expense         (31)         -            -          (31)          -        (31)
          Profit/(loss) before taxation        2,894       (702)      (3,240)     (1,048)          -     (1,048)

            Tax (charge)/credit on loss      (1,019)                      890       (129)          -       (129)
             Profit/(loss) for the year        1,875       (702)      (2,350)     (1,177)          -     (1,177)

                       Attributable to:
           Equity holders of the parent        1,880       (702)      (2,350)     (1,172)          -     (1,172)
                     Minority interests          (5)         -            -        (5)             -         (5)
    Retained profit/(loss) for the year        1,875       (702)      (2,350)     (1,177)          -     (1,177)

      Earnings/(loss) per share (pence)
                      Basic and diluted        2.66                                (1.67)                 (1.67)









        6. Reconciliation of consolidated equity at 31 December 2006 (last date of UK GAAP statements)


                                                      Effect of   Effect of 
                                                      change to    change to   Restated    Effect of    Restated
                                             2006     status of     income       2006     transition      2006
                                            UK GAAP   associates  recognition  UK GAAP      to IFRS       IFRS
                                             �'000      �'000        �'000      �'000        �'000       �'000
                         ASSETS
             Non-current assets
        Other intangible assets                    6         -            -           6            -           6
  Property, plant and equipment                  871         -            -         871            -         871
      Investments in associates                  687       (687)          -         -              -         -  
         Other financial assets                 -             92          -          92           -           92
                                               1,564       (595)          -         969            -         969
                 Current assets
                    Inventories                  301         -            -         301            -         301
   Trade and other receivables                12,245         -        (9,926)     2,319            -       2,319
      Cash and cash equivalents                  944         -            -         944            -         944
                                              13,490         -        (9,926)     3,564            -       3,564

                   Total assets               15,054       (595)      (9,926)     4,533            -       4,533

         EQUITY AND LIABILITIES
           Shareholders' equity
                  Share capital                7,063         -            -       7,063            -       7,063
                  Share premium                   22         -            -          22            -          22
                  Other reserve                  117         -            -         117            -         117
            Revaluation reserve                   46         -            -          46            -          46
                 Merger reserve              (7,058)         -            -     (7,058)            -     (7,058)
   Foreign currency translation                  -           -            -           0          (109)     (109)
                        reserve
              Retained earnings                5,446       (595)      (4,182)       669           109        778
             Minority interests                    4         -            -           4            -           4
                                               5,640       (595)      (4,182)       863            -         863

        Non-current liabilities
           Long-term borrowings                  300         -            -         300            -         300
                   Deferred tax                1,535         -        (1,444)        91            -          91
                                               1,835         -        (1,444)       391            -         391

            Current liabilities
       Trade and other payables                7,331         -        (4,300)     3,031            -       3,031
          Short-term borrowings                  248         -            -         248            -         248
            Current tax payable                  -           -            -         -              -         -  
                                               7,579         -        (4,300)     3,279            -       3,279

   Total equity and liabilities               15,054       (595)      (9,962)     4,533            -       4,533

      

    Re-statement of Interim results as at 30 June 2007

    These numbers are unaudited and do not form part of the financial statements for the year 2007. They are furnished for information
purposes.



                                              UNAUDITED CONSOLIDATED INCOME STATEMENT 
                                                                    AS AT 30 JUNE 2007
                       Group reconciliation of profit for the 6 months to 30 June 2007
                                                                           
                                   Unaudited     Unaudited      Unaudited    Unaudited
                                    Original     Effect of     Effect of      Restated
                                     30 June    change to       change to      30 June
                                        2007     status of        Income          2007
                                                associates    Recognition  
                                       �'000         �'000          �'000        �'000
                                                                           
                        Revenue        5,515             -            406        5,921
                                                                           
                  Cost of sales      (4,278)             -          (116)      (4,394)
                                                                           
        Administrative expenses      (1,395)             -           (11)      (1,406)
                                                                           
   Share of operating profit in          226         (226)          (226)          -  
                     associates                                            
                                                                           
                 Finance income            4             -              0            4
                                                                           
                Finance expense         (14)             -            -           (14)
                                                                           
  Profit/(loss) before taxation           58         (226)             53          111
                                                                           
          Tax on profit/(loss)         (35)              -           (50)         (15)
                                                                           
   Profit/(loss) after taxation          93          (226)             3           96 


      

                                     UNAUDITED CONSOLIDATED BALANCE SHEET 
               Group reconciliation of equity at 30 June 2007
                                                             
                                    Unaudited    Unaudited      Unaudited   Unaudited
                                                             
                                     Original    Effect of      Effect of    Restated
                                      30 June     change to      change to    30 June
                                         2007     status of        Income        2007
                                                 associates    Recognition
                                        �'000         �'000          �'000      �'000
            Non-current assets                               
       Other intangible assets              6             -            -            6
 Property, plant and equipment            962             -            -          962
     Investments in associates          1,064         (839)          (747)        317
        Other financial assets              0            92              -         92
                                        2,032         (747)          (747)      1,285
                Current assets                               
                   Inventories            192             -            -          192
  Trade and other receivables          11,691                      (9,553)      2,138
     Cash and cash equivalents          1,672             -            -        1,672
                                       13,555             -        (9,553)      4,002
                                                             
                  Total assets         15,587         (747)       (10,300)      5,287
                                                             
          Shareholders' equity                               
                 Share capital          7,798             -            -        7,798
                 Share premium             22             -            -           22
                 Other reserve            117             -            -          117
           Revaluation reserve             46             -            -           46
                Merger reserve        (7,058)             -            -      (7,058)
             Retained earnings          5,489         (747)        (4,658)        831
            Minority interests            (1)             -            -          (1)
                                        6,413         (747)        (4,658)      1,755
                                                             
       Non-current liabilities                               
          Long-term borrowings            249             -            -          249
                  Deferred tax          1,328                      (1,325)         3 
                                        1,577             -        (1,325)        252
                                                             
           Current liabilities                               
      Trade and other payables          7,460                      (4,317)      3,143
         Short-term borrowings            137             -            -          137
                                        7,597             -        (4,317)      3,280
                                                             
  Total equity and liabilities         15,587         (747)       (10,300)      5,287



      
    Publication of non-statutory accounts 

    The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in Section 240 of
the Companies Act 1985. Statutory accounts for 2007 will be delivered to the Registrar following the Company's Annual General Meeting. 

    The Independent Auditors have reported on these accounts. Their report was unqualified and did not contain statements under section
237(2) or (3) of the Companies Act 1985. 

    Other information 

    The report and accounts for the year ended 31 December 2007 will be posted to shareholders shortly and laid before the Group's Annual
General Meeting.

    Copies will also be available via the website (www. www.medseaestates-ir.com) in accordance with AIM Rule 26 and at the Company's
registered office, Medsea Estates Group PLC, 85 Elsenham Street, London, SW18 5NX.



This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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