TIDMCNMI
RNS Number : 9519A
Camper & Nicholsons Marina Inv Ltd
30 March 2017
Camper & Nicholsons Marina Investments Limited
("CNMI" or the "Company" or the "Group")
Preliminary Results for the year to 31 December 2016
Camper & Nicholsons Marina Investments Ltd (AIM:CNMI.L), the
leading international marina company, today announces its
preliminary results for the year ended 31 December 2016.
Highlights
-- Sales of EUR10.2 million from underlying operating businesses
(2015: EUR11.2 million). Excluding the EUR1.7 million revenue
impact of the one-off Yas Marina ("Yas") termination fee and the
Yas recharged expenses in 2015, revenues grew by 6.4%. Under
international accounting standards, reported group revenues are
EUR7.6 million (2015: EUR9.1 million)
o The Group's 2015 results included EUR1.7 million of revenues
from recharged expenses and the termination fee relating to Yas
with an associated EBITDA impact of EUR0.7 million which were not
repeated in 2016
-- Total operating expenses before depreciation reduced to
EUR5.1 million (2015: EUR5.2 million). At constant exchange rates,
operating expenses show a small increase over 2013 levels, some of
which is turnover related
-- Before a EUR1.0 million impairment charge in 2016 in relation
to Port Louis and excluding the EUR0.7 million benefit of the Yas
termination fee from the 2015 results, the loss before tax reduced
by EUR0.5 million to EUR0.7 million (2015: EUR1.2 million). After
the impairment charge, 2016 loss before tax was EUR1.7 million
-- Group cash balances of EUR1.3 million at 31 December 2016 (2015: EUR3.0 million)
-- NAV per share 15.4 euro cents (December 2015: 16.5 euro
cents) with 165.8 million shares in issue (2015: 165.8 million)
-- Completed refurbishment of St Katharine Docks in central
London in early February 2017 with initial three year term of
contract for management and branding commencing at that time
-- Continued to work alongside Westcourt Real Estate (Europe)
Ltd on proposals for the marina at East Cowes although the
agreement for development of Victoria Quay remains subject to the
satisfaction of certain conditions
Chairman, Sir Christopher Lewinton commented:
"The Company has made good progress since 2012 and is now a
stronger business with reduced losses and strong underlying
revenues. During this time we have had the benefit of continuity of
our Management team and the continuing support of our major
shareholder. Your Board believes that we are now well positioned to
develop the opportunities that will arise from today's uncertain
world and to realise the inherent value in the business.
Enquiries
Camper & Nicholsons Marina
Investments Limited
Sir Christopher Lewinton Tel: +44 (0)1481 711144
/ Clive Whiley
finnCap
Christopher Raggett / Emily Tel: +44 (0)20 7220
Watts 0500
CHAIRMAN'S STATEMENT
By Sir Christopher Lewinton, Chairman
The unaudited 5 year table of summary financials on the cover of
this report demonstrates the progress made by the Company since
2012. Over that period operating revenues have increased by EUR2.4
million with EBITDA increasing by a similar amount from a EUR0.7
million loss (excluding the benefit of the berth sale) in 2012 to a
EUR1.7 million profit in 2016.
Highlights of our 2016 Results were as follows:
-- The Group's 2015 results included EUR1.7 million of revenues
from recharged expenses and the termination fee relating to Yas
Marina with an associated EBITDA impact of EUR0.7 million which
have not been repeated in 2016
-- With improvements at Grand Harbour Marina and in the Third
Party Consultancy business excluding Yas referred to above,
revenues in our underlying businesses increased by 6% to EUR10.2
million (2015: EUR9.6 million). However, headline Group revenues,
which exclude revenues from our joint ventures, IC Cesme Marina
("IC Cesme") and Camper & Nicholsons First Eastern ("CNFE"),
decreased by EUR1.5 million to EUR7.6 million (2015: EUR9.1
million) which reflects the loss of the termination fee and
recharged expenses relating to Yas Marina.
-- Operating expenses, excluding depreciation and exchange
gains, remained tightly controlled with a EUR0.1 million reduction
to EUR5.2 million (2015: EUR5.3 million)
-- Performance, at two of our three marinas improved with
increased revenues the key driver of GHM's improved PBT, up EUR0.3
million to EUR0.5 million. In difficult trading conditions in
Turkey during 2016, Cesme succeeded in increasing PBT to EUR1.0
million (2015: EUR0.8 million) on revenues of EUR5.4 million,
largely unchanged from last year. Port Louis made a EUR0.5 million
loss before tax (2015: EUR0.4 million loss), before recognition of
the impairment charge.
-- As a result of the weaker trading performance at Port Louis,
CBRE have reduced their year end valuation of that marina to
US$19.75 million (2015: US$20.9 million). As this CBRE valuation is
below the current book value of the Port Louis asset, these
financial statements include a US$1.1 million (EUR1.0 million)
impairment charge against the book value of Port Louis,
-- Although there were improvements in underlying trading the
inclusion of the impairment charge resulted in Group loss before
tax of EUR1.7 million, an increase of EUR1.2 million from the
EUR0.5 million loss in 2015, which benefitted from the Yas
termination fee. This loss includes a breakeven result (2015:
EUR0.1 million loss) from our share of the results from our joint
ventures, Cesme (EUR0.3 million profit) and CNFE (EUR0.3 million
loss).
-- Net cash flow from operating activities reduced to EUR0.8
million (2015: EUR1.6 million) with the main changes being an
increased investment in receivables in 2016 and the EUR0.8 million
Yas termination fee received in 2015.
-- Refurbishment of St Katharine Docks in London, where we have
been overseeing the marina related work, was completed in February
2017. The initial three year term for management and branding of
the marina commenced upon completion of the refurbishment
The management revenues generated last year by the Yas contract
have been successfully replaced in our third party consultancy
business with revenues generated from new and existing clients in
the UK, Dubai, Mexico and Panama. Some of these have generated
further consultancy opportunities and may also result in future
marina management agreements. There remains a good pipeline of
opportunities to support future consultancy revenue growth.
We reported last year that there had been an increase in
activity levels in late 2015 and early 2016 at CNFE, our joint
venture in Asia Pacific, and these continued through much of the
year with a mix of new and returning clients. As a result, CNFE
generated total revenues of EUR0.7 million as compared with just
EUR0.2 million in 2015 with the majority of the 2016 revenues being
in Asia however outside the People's Republic of China. The after
tax loss reduced by EUR0.2 million to EUR0.5 million with our share
being EUR0.25 million.
We continued to work with Westcourt Real Estate (Europe) Ltd on
the Victoria Quay project which includes a marina at East Cowes.
The project has been delayed by economic uncertainties and remains
subject to satisfaction of certain conditions.
Outlook
The Company has made good progress since 2012 and is now a
stronger business with reduced losses and strong underlying
revenues. During this time we have had the benefit of continuity of
our Management team and the continuing support of our major
shareholder. Your Board believes that we are now well positioned to
develop the opportunities that will arise from today's uncertain
world and to realise the inherent value in the business.
Sir Christopher Lewinton
Chairman
29 March 2017
BUSINESS REVIEW
By Clive Whiley, CEO of Camper & Nicholsons Marinas
Limited
2016 Review
We entered 2016 with a cohesive strategic plan, focused upon
exploring ways to add value to the core business, whilst remaining
both defensively positioned and cash constrained, as we awaited the
outcome of the Brexit vote. I am now pleased to report:
-- a continuation in 2016 of the steady progress from our marina
operating activities and consultancy business fees with revenues
increasing by 5% and 60% respectively, excluding the impact of the
fee from the termination of the Yas Marina management contract in
August 2015. Gross profit of EUR6.2 million (2015: EUR6.7 million
including EUR0.7 million Yas termination fee impact) represents
compound growth of 12% per annum since 2013;
-- operating expenses, excluding depreciation and exchange gains
were once again well controlled, falling marginally in 2016, to
EUR5.2 million (2015: EUR5.3 million) and representing only a small
increase over 2013 levels in constant currency terms;
-- as a result, before a EUR1.0 million impairment charge in
relation to Port Louis and excluding the EUR0.7 million prior year
benefit of the Yas termination fee, the loss before tax decreased
by 40% to EUR0.7 million (2015: EUR1.2 million loss);
Marina Development Assets
Grand Harbour Marina, Malta ("GHM") - the Maltese Government-led
regeneration of the waterfront, around and adjacent to the marina,
continues apace in preparation for Valletta's term as European
Capital of culture in 2018, with refurbishment works to the
historic Knight`s and British buildings:
-- several years of Government-led investment are now highly
visible and, in our view, likely to encourage complementary foreign
investment in the remaining pockets of undeveloped marina side real
estate;
-- all of the above enhances the GHM experience for boat owners, their guests and crew;
In the interim we have developed a clear strategic understanding
as to how to harness the development potential of GHM, where we
have over a decade`s history of consistently improving marina
performance, in a location which we believe has the potential to be
a premium destination of choice for super yachts in the
Mediterranean.
Victoria Quay Estate Limited ("VQEL") - we continue to work
alongside Westcourt Real Estate (Europe) Ltd ("WREE"), on proposals
for a new 400 berth marina at East Cowes on the Isle of Wight.
First Eastern, which has a 59% shareholding in Camper &
Nicholsons Marina Investments Limited, is the lead investor in VQEL
and has been instrumental in maintaining progress as the wider
project has been delayed by economic uncertainties surrounding
Brexit, and remains subject to the satisfaction of certain
conditions.
In our capacity as consultant to the developer, we remain
convinced of the opportunity for a Camper & Nicholsons branded
Marina at East Cowes.
IC Cesme Marina - whilst we have understandably taken a more
defensive stance with regard to our 45% interest in our marina in
Turkey I am delighted to report:
-- a 35% increase in Cesme profit before tax to EUR1.0 million,
representing a highly creditable performance given the
uncertainties post the events of 15th July in Turkey;
-- the repayment of EUR2.0 million of the subordinated loan from
Isbank with GHM's share (EUR0.9 million) of the pledged cash
balance returned following the year end;
We intend to maintain our cautious stance for Cesme as we
anticipate increased competition in the region from other, less
attractive marinas.
Port Louis Marina - in light of the 2016 trading performance at
Port Louis and the Board's view that this nevertheless represents a
key development asset, the Board is considering opportunities to
best realise its value for shareholders.
Marina Consultancy Fees
Marina consultancy fees, excluding the revenue from the
termination of the Yas Marina management contract in August 2015,
were at a record level in 2016 with the redesign &
refurbishment of St Katharine Docks, in central London, completed
on time and within budget for Blackstone Group. Hence in February
2017 we welcomed St Katharine Docks to our portfolio of marina
management contracts as a fully branded Camper & Nicholsons
marina.
We continue to undertake feasibility work on several marinas,
worldwide, which could ultimately lead to additional management
contracts.
Camper & Nicholsons First Eastern ("CNFE")
The long-term attractions of sustainable revenue growth in the
region have encouraged us to persevere with CNFE, our Hong
Kong-based Asian joint venture, and I would like to thank First
Eastern for their continued efforts in supporting the joint-venture
locally. In addition the quality of repeat work-in-progress now
evident should assist in providing a sustainable platform from
which to build upon in due course.
Outlook
We entered 2017 finally positioned to pursue a more expansive
development strategy, particularly at GHM, designed to drive
liquidity into our existing portfolio of marina projects and
development assets, in pursuit of our core objectives.
Central to this will be our desire to build upon the
demonstrable progress made in growing EBITDA from our owned
marinas, as marina revenue streams continue to be re-evaluated with
the return of interest in the sector.
We are confident this will ultimately allow us to release the
latent potential evident within the business for the benefit of
shareholders.
Operating Performance
Excluding berth sales, as shown in the table below, the combined
revenues of our 3 marinas, GHM, Port Louis and 45% of Cesme,
increased in the year by EUR0.4 million or 5% with increases at GHM
and Cesme and a small decrease at Port Louis.
Revenues excluding 2016 2015 2014 2013 2012
berth sales EURm
-------------------- ----- ----- ----- ----- -----
Marina Operating
Revenues 8.6 8.2 7.2 6.5 6.2
-------------------- ----- ----- ----- ----- -----
The market for the sale of superyacht berths has remained
challenging and as shown in the table below in the continuing
difficult markets, no sales have been achieved during the period
2013 to 2016. However there were a number of enquiries during 2016
which could result in future sales although the timing and value of
these remains difficult to forecast. During 2016 however one berth
resale was completed at GHM which generated a EUR0.1 million fee,
which is classified as Marina Operating Revenue, for that
marina.
EURm 2016 2015 2014 2013 2012
------------------------- ------ ------ ------ ------ -----
Licensing of superyacht
berths - - - - 3.2
------------------------- ------ ------ ------ ------ -----
Revenues from our third party marina services business
(including 50% of the revenues from our Hong Kong based joint
venture, CNFE), reduced by EUR1.1 million. However when the impact
of the one-off Yas termination fee (EUR0.8 million) and the
recharged expenses (EUR0.9 million) to Yas in 2015 are excluded the
underlying revenues increased by EUR0.6 million. Our 50% share of
CNFE contributed nearly EUR0.3 million of the increase with a
similar increase generated by ROW Consultancy. Significant work was
completed on projects in the UK, Dubai, Panama and Mexico which it
is expected will lead to further revenues in 2017. The business
pipeline remains strong with new opportunities under review in
several geographic regions. As reported last year, CNFE entered
2016 with an improved pipeline and as a result sales by CNFE more
than trebled to EUR0.7 million (our share EUR0.35 million) with the
majority relating to projects outside the Peoples Republic of China
(PRC). The increased profile of CNFE and successful completion of
previous projects resulted in business from both new and returning
clients. The business pipeline at the end of 2016 remained
strong.
EURm 2016 2015 2014 2013 2012
------------------------ ----- ----- ----- ----- -----
Marina Consultancy
fees 1.6 1.0 1.3 1.3 1.3
------------------------ ----- ----- ----- ----- -----
Yas recharged expenses
and Termination
fee - 1.7 0.8 0.2 0.3
------------------------ ----- ----- ----- ----- -----
Marina Consultancy
Revenues 1.6 2.7 2.1 1.5 1.6
------------------------ ----- ----- ----- ----- -----
As reported above and last year, the 2015 results benefitted
from non-recurring revenues of EUR1.7 million on the Yas contract
with a EUR0.7 million benefit at EBITDA and PBT level from the
termination fee. The 2016 revenues, EBITDA and PBT, before the
impairment charge, all show improvements over 2015 when these
one-off Yas impacts are excluded. The 2016 results also include
EUR0.2 million of charges relating to bad debts without which the
2016 PBT result would have shown improvement over the unadjusted
2015 results.
Summary Group Financials
EURm 2016 2015 2014 2013 2012
Marina operating
activities 8.6 8.2 7.2 6.5 6.2
Marina consultancy
fees 1.6 2.7 2.1 1.5 1.6
------ ------ ------ ------ ------
Sub total 10.2 10.9 9.3 8.0 7.8
Adjustment for joint
ventures* (2.6) (1.8) (2.1) (2.1) (1.8)
------ ------ ------ ------ ------
Total pre licensing
of superyacht berths 7.6 9.1 7.2 5.9 6.0
Licensing of superyacht
berths - - - - 3.2
------ ------ ------ ------ ------
Adjusted Sales Revenues 7.6 9.1 7.2 5.9 9.2
------ ------ ------ ------ ------
Cost of sales (1.4) (2.4) (2.2) (1.5) (2.1)
------ ------ ------ ------ ------
Gross profit 6.2 6.7 5.0 4.4 7.1
Operating expenses (5.3) (5.4) (4.8) (4.6) (5.9)
Exchange 0.1 0.2 0.3 (0.1) -
Strategic review
& transaction/one-off
costs - - - (0.2) (0.3)
------ ------ ------ ------ ------
EBITDA 1.0 1.5 0.5 (0.5) 0.9
Depreciation (0.8) (0.8) (0.8) (0.7) (0.8)
Net interest expense (0.9) (1.1) (1.1) (1.0) (1.2)
------ ------ ------ ------ ------
Loss before tax
and share of Joint
ventures (0.7) (0.4) (1.4) (2.2) (1.1)
Share of profits
/ (losses) of equity
accounted investees - (0.1) - (0.2) (0.4)
Impairment charge (1.0) - - - (3.8)
------ ------ ------ ------ ------
Group (loss) before
tax (1.7) (0.5) (1.4) (2.4) (5.3)
------ ------ ------ ------ ------
* Under IFRS 11, revenues of the Group's two joint ventures, IC
Cesme Marina and CNFE are excluded from the headline figures and
the Group's share of the results of those two businesses is
reported as a single line item, being, 'Share of profits/(losses)
of equity accounted investees'. The breakeven result for the year
includes the Group's share of the after tax profit at Cesme, EUR0.3
million, and the loss at CNFE, EUR0.3 million.
Operating costs reduced by EUR0.1 million from 2015 with the
benefit of the 11% reduction in the average EUR:GBP exchange rate
offsetting other cost increases, some of which were turnover
related. Net interest expense reduced by EUR0.2 million primarily
due to the benefit of the reduced interest rate and lower
outstanding debt at Port Louis and the non-recurrence of premiums
paid on bond buybacks at Grand Harbour Marina.
Grand Harbour Marina
Annual Results
EURm 2016 2015 2014 2013 2012
Berth Sales - - - - 3.1
Marina operating
revenues 4.2 3.7 3.4 3.1 2.8
Total revenues 4.2 3.7 3.4 3.1 5.9
Cost of Sales (1.0) (0.8) (0.8) (0.7) (1.2)
Operating Expenses (1.7) (1.6) (1.6) (1.5) (2.1)
EBITDA 1.5 1.3 1.0 0.9 2.6
PBT 0.5 0.2 - (0.1) 1.5
Capital expenditure 0.1 - 0.1 - 0.3
Increased tourist footfall in the area around the marina has
resulted from the opening to the public of the UNESCO World
Heritage site at Fort St. Angelo, the restoration of which was
completed in 2015. With Malta holding the EU presidency until June
2017 the Government intends to use Fort St. Angelo for a number of
high level summit meetings. The Maltese Minister for Transport
& Infrastructure has stated that Malta's vision is to develop
the island as a leading maritime and yachting hub in the
Mediterranean. Transformation of the landside area around the
marina is continuing with restoration works starting on the Captain
of the Galleys' Palace and progress made on the American University
of Malta project which is planned to open in the second half of
2017.
Grand Harbour Marina again hosted the finish and closing event
for the 2016 Baille de Suffren classic yacht race in addition to
numerous events for owners and their guests and captains and crews
of boats berthing at the marina. The marina also provided berthing
to some participants, including the winner, in the 2016 Rolex
Middle Sea Race.
Trading
Sales revenues excluding berth sales increased by nearly 14%
with berthing revenues increasing by 16% and utility revenues,
including fuel sales, increasing by around 8%. The key factor in
the increase in berthing revenues was the overall level of
superyacht visitors. Since 2012 the compound growth in revenues,
excluding berth sales, has been nearly 11%. Over the same period
the level of operating expenses, excluding the impact of the 2012
berth sale, has increased by around 5% resulting in a high
proportion of the revenue increase being reflected in EBITDA. 2016
EBITDA improved to EUR1.5 million an increase of 15% over the prior
year. After finance charges of EUR0.7 million, primarily relating
to the Bond interest cost and depreciation of EUR0.3 million, GHM
achieved a EUR0.5 million profit before tax (2015: EUR0.2 million).
GHM paid a EUR0.5 million (2015: Nil) dividend in September.
Although there were a number of berth sale enquiries during the
year, none of these has yet been converted into a completed sale.
However, the resale of a 75m berth was completed during the year
resulting in a EUR0.1 million fee being paid to GHM.
During the year, in accordance with the terms of the Bond issue
made in 2010, GHM placed EUR0.8 million (2015: EUR0.8 million) in
the sinking fund towards repayment of the Bond. No further buyback
of the outstanding bonds was made during the year. At 31 December
2016 there was EUR1.9 million (2015: EUR1.1 million) held in the
sinking fund.
CBRE valued 100% of GHM at EUR23.2 million as at 31 December
2016 (2015: EUR23.1 million). This valuation compares with the
market capitalisation of GHM on the Malta Stock Exchange on 29
March 2017 of EUR17.9 million.
Cesme Marina
Annual Results (for 100% of the
Marina)
EURm 2016 2015 2014 2013 2012
Seaside revenues 3.1 3.1 2.8 2.4 2.2
Landside revenues 2.3 2.2 2.0 2.0 1.9
Total revenues 5.4 5.3 4.8 4.4 4.1
Cost of Sales (0.4) (0.3) (0.4) (0.4) (0.4)
Operating expenses (2.9) (2.9) (2.2) (2.5) (2.4)
EBITDA 2.1 2.1 2.2 1.5 1.3
PBT 1.0 0.8 0.8 0.1 (0.3)
Capital expenditure 0.1 0.1 0.1 0.1 0.6
Cesme Marina, Turkey, our 45% joint venture with IC Holdings
maintained performance at a similar level to 2015 in spite of
difficult trading conditions in Turkey where the tourism sector has
been adversely impacted by the political uncertainty and concerns
over terrorism. Management have been working closely with
Palmarina, an independent high quality Turkish marina and member of
the 1782 Club, to retain existing customers and attract new ones by
emphasising 'life goes on'. Cesme Marina continues to be involved
in the Izmir Autumn and Winter Trophy races and this year's Autumn
event attracted 29 participants. For 2017, Cesme, the only marina
in the region where races are arranged, is organising 14 seasonal
sailing races spread across the year. Landside events arranged in
the summer season included exhibitions for both seaside and
landside clients and activities for berth holders.
Trading
Revenues in 2016 increased by EUR0.1 million from the levels
achieved in 2015 with all of the increase generated by the landside
operations. When considered in local currency however revenues
increased by 13% over 2015 with landside up 16% and seaside up 11%.
Since 2012 Cesme has shown compound growth in revenues in Euros in
excess of 7% per annum in spite of a 31% reduction in the average
Turkish Lira to Euro exchange rate which impacts on some of the
landside revenues. Operating expenses, excluding depreciation,
remained stable at EUR2.9 million with reduced operator fees and
the benefit of the weak Turkish currency applied to some local
costs offsetting the impact of cost inflation. After net finance
charges and depreciation of EUR0.4 million and EUR0.8 million
respectively, Cesme made a profit before tax of EUR1.0 million
(2015: EUR0.8 million). With brought forward losses now all
utilised, Cesme incurred a EUR0.4 million (2015: EUR0.15 million)
tax charge in the year.
The Group's 45% share of Cesme's after tax profits was EUR0.29
million (2015: EUR0.27 million) and this is included within its
total share of profits of equity accounted investees, net of
tax.
Having added 21 small berths in 2015, management succeeded in
realigning some pontoon berths during the year and added a further
9 new berths increasing the number of berths available to 394. At
the end of 2016, there were 357 boats on annual contracts with a
further 37 boats contracted on a seasonal basis. The marina remains
at full occupancy in terms of berth numbers however the opportunity
to continue to grow revenues remains as the marina is only 75% full
in terms of berthing area and management is continuing to try to
increase the average size of boats in the marina as annual contract
renewals occur. The political and economic situation in Turkey
resulted in 10% decrease in the average rate for the Turkish Lira
against the Euro as compared with 2015. This had a beneficial
impact on operating expenses but an adverse impact on landside
revenues as in each case some are denominated in Turkish Lira. By
the end of the year the exchange rate had decreased a further 10%
from the average rate during the year and was nearly 15% below the
rate at the end of 2015. As in previous years a number of berth
holders did not renew their annual contracts with changing location
and sale of the boat the most common explanations, not price.
Management however were successful in finding new annual berth
holders with a small net increase in the number of berths let and
the square meterage let.
The retail properties remained fully occupied during the year
with management continually looking to improve the quality of the
customer offering. The full year effect of the significant
renegotiation exercise completed in 2015 led to further increases
in rents in local currency, particularly fixed rents and common
area charges with landside income increasing by 15% before the
adverse impact of the weak local currency.
CBRE valued 100% of Cesme Marina at EUR18.3 million as at 31
December 2016 which is a small decrease on their EUR18.9 million
valuation as at 31 December 2015, reflecting primarily the one year
reduction in the remaining life of the BOT contract.
Port Louis Marina
Annual Results
EURm 2016 2015 2014 2013 2012
Berth Sales - - - - 0.1
Marina operating
revenues 1.9 2.1 1.6 1.4 1.6
Total revenues 1.9 2.1 1.6 1.4 1.7
Cost of sales (0.3) (0.4) (0.3) (0.3) (0.3)
Operating expenses (1.4) (1.4) (1.2) (1.2) (1.4)
EBITDA 0.2 0.3 0.1 (0.1) -
PBT (0.5) (0.4) (0.6) (0.8) (0.9)*
Capital expenditure 0.1 0.1 0.1 - 0.1
* 2016 and 2012 PBT results excludes the EUR1.0 million and
EUR3.8 million impairment charges in those years respectively.
In addition to the World Arc Rally hosted in March and the
finish of the RORC Transatlantic race hosted in December for the
third consecutive year, Port Louis Marina hosted the first ever
Yacht Charter Show in Grenada (organised by Select Yachts) and was
heavily involved in the first ever Pure Grenada Music Festival held
on the adjoining property. Both events were considered a great
success, generated good publicity for the marina and are planned to
be repeated in 2017. The traditional New Year's Eve party was also
hugely successful. Among notable yachts to visit the marina during
2016 were the 93m SY EOS and the returning 64m SY Pilar Rossi with
the latter highlighting the benefit of being at Port Louis Marina
in the hurricane season.
Trading
As reported with the Interim results the number of boats in the
region decreased from the levels seen in 2015 although with an
increase in the average length of stay, berthing revenues were
similar to those achieved in 2015. Seaside utility revenues were
however EUR0.1 million below the level achieved in 2015 due to
price reductions which also led to a reduction in associated cost
of sales. With all landside units occupied, landside revenues
matched the levels seen in 2015.
Grenada remains an attractive location for development and
during 2016 construction commenced on the Silversands hotel and
private villas. This 5 star development will benefit from the
proximity of the airport and will increase the number of high net
worth visitors to the island. The new villas at Silversands are
expected to be owned by potential clients for Port Louis
Marina.
Tight control of costs and a largely unchanged average US$:EUR
exchange rate resulted in no change from the level of operating
costs seen in 2015. With a small decrease in revenues partly offset
by the reduction in costs of sales and maintained operating costs,
Port Louis achieved a EUR0.2 million EBITDA profit (2015: EUR0.3
million). After depreciation and interest charges there was a pre
and post-tax loss of EUR0.5 million (2015: EUR0.4 million loss).
With the full year benefit of the interest rate reduction agreed
from mid-2015 with Scotia Bank and the reduction in the outstanding
balance of the loan, the net interest cost reduced by nearly EUR0.1
million.
Capital expenditure in the year of EUR0.1 million (2015: EUR0.1
million) related mainly to operational equipment with some marina
offshore and onshore improvement works.
Dream Yacht Charters which commenced operating at Port Louis
Marina in 2013 with four berths signed a five year extension during
2016 with fourteen berths together with office and storage
space.
CBRE has valued the Port Louis marina at US$19.75 million
(EUR18.7 million) at 31 December 2016, (2015: US$20.9 million,
EUR19.2 million). After adjusting this valuation by US$1.5 million
for the estimated value of the unused seabed to which CBRE did not
attribute a specific value, the valuation remains below the
carrying value of the asset. As explained in Note 14 the shortfall
is an indicator of impairment and after due consideration the
Directors have included an impairment charge of US$1.1 million
(EUR1.0 million) in the 2016 financial statements. After adjusting
for other assets and liabilities, losses and exchange impacts there
is a cumulative positive NAV adjustment of EUR0.1 million.
Third Party Marina Consultancy
(including 50% share of CNFE joint venture)
Annual Results
EURm 2016 2015 2014 2013 2012
External revenues 1.3 2.7 2.1 1.5 1.6
Revenues from owned
marinas 1.0 1.1 0.6 0.6 0.9
Revenues from Parent
Company 0.3 0.4 0.4 0.6 1.0
------ ------ ------ ------ ------
Total revenues 2.6 4.2 3.1 2.7 3.5
Cost of sales (0.6) (1.6) (1.5) (1.0) (1.0)
Third Party Business
operating costs (1.8) (1.9) (1.7) (1.5) (2.1)
One-off redundancy
costs - - - (0.2) (0.3)
Third Party Business
operating costs - CNFE (0.5) (0.4) (0.3) (0.3) (0.3)
------ ------ ------ ------ ------
EBITDA (0.3) 0.3 (0.4) (0.3) (0.2)
====== ====== ====== ====== ======
The above figures include the Group's 50% share of the results
of Camper & Nicholsons First Eastern, our Asia Pacific joint
venture with First Eastern although, under the IFRS 11 accounting
standards, the detailed revenues and costs of the joint venture are
not shown in the Statement of Comprehensive Income as they are
included as part of a total share of profits and losses of equity
accounted investees net of tax. The Group's share of CNFE's EBITDA
in 2016 was a loss of EUR0.3 million (2015: EUR0.4 million loss) on
revenues approaching EUR0.4 million (2015: EUR0.1 million). Further
information on the Group's share of the results of CNFE is provided
in Note 13 to the Financial Statements.
The business provides sales and marketing, technical and
operational services to a range of third party marinas in addition
to our three owned marinas and also services to the parent company,
Camper & Nicholsons Marina Investments Limited. As reported
last year the 2015 results included recharged expenses and a
termination fee relating to Yas Marina which together generated
external revenues of EUR1.7 million with an estimated EBITDA impact
of EUR0.7 million. Non-recurrence of the Yas recharged expenses
resulted in a EUR1 million reduction in cost of sales from the 2015
level. Management has been successful in replacing the normal
management fees generated from the Yas contract in 2015 and
generated over 25% growth in external revenues over 2015 when the
Yas termination fee and recharged expenses are excluded.
Year on year external revenue growth was driven by the improved
performance at CNFE with work completed in the People's Republic of
China, Malaysia, Vietnam and the Maldives and new and existing
projects for the Rest of World Consultancy Business. The existing
clients included provision of consultancy services for the
refurbishment of St Katharine Docks in London, as consultant to
Victoria Quay Estate Limited for the construction of a new marina
at East Cowes and for operating management and branding of Limassol
Marina in Cyprus. New projects involved significant work in Dubai,
Mexico and Panama in addition to some smaller projects in the UK
and Europe with the majority of these projects providing the
opportunity for future revenues.
Revenues from the Group's owned businesses decreased due partly
to the non-recurrence of additional fees from Cesme and partly due
to exchange rate impacts.
The combined operating costs of the business remained constant
at EUR2.3 million with beneficial impact of the lower average
GBP:EUR exchange rate on the UK business operating costs offset by
EUR0.2 million cost of bad debt provisions in Rest of World
Consultancy and CNFE and other small cost changes.
Net Asset Value and property valuation
At 31 December 2016 the Group's net assets, on an IFRS basis,
amounted to EUR26.0 million (Dec 2015: EUR27.8 million). Of this
amount, EUR0.5 million related to the minority shareholders in GHM
with EUR25.5 million (Dec 2015: EUR27.3 million) attributable to
the equity shareholders of the Company, which equated to 15.4 cents
(Dec 2015: 16.5 cents) per share on both a basic and diluted basis.
As reported in prior years, these figures do not reflect any
revaluation of the Company's investments in subsidiaries and joint
ventures, since in accordance with our statutory accounting
policies, which conform to the requirements of International
Financial Reporting Standards (IFRS), such investments are
consolidated in the statement of financial position at the book
value of the Group's share of net assets. On a revaluation basis,
the net assets per share were 19.4 cents (Dec 2015: 20.5 cents) on
both a basic and diluted basis.
However, in accordance with the Group's stated valuation policy,
which was set out in its Admission Document, CBRE Limited has
updated its valuations of Cesme Marina, Turkey, Grand Harbour
Marina, Malta and Port Louis Marina, Grenada. The basis on which
these valuations were completed, is explained in the Note at the
end of this report. CBRE's valuations of Cesme, Grand Harbour
Marina and Port Louis Marina, completed in accordance with RICS
Valuation - Professional Standards (2014), are EUR18.3 million,
EUR23.2 million and US$19.75 million (EUR18.7 million)
respectively. Adjusting for debt and other liabilities, and taking
into account the Company's 100% shareholding in Port Louis Marina
and 79.2% shareholding in GHM, which itself owns 45% of Cesme,
there is a cumulative NAV increase of EUR6.7 million equating to an
Adjusted NAV per share of 20.5 cents on both a basic and diluted
basis.
The Company holds some investments, which are accounted for and
valued in currencies other than Euros. In keeping with its stated
policies, it is not intended to hedge the exchange rate risk but,
where possible, the Company's investments and related borrowings
will be in matched currencies.
The NAV, and reconciliation to Adjusted NAV, are summarised in
the table below.
Total Per share
#
(EURm)
(c)
---------------------------- -------------- ----------------
NAV (IFRS) 25.5 15.4
---------------------------- -------------- ----------------
Grand Harbour Marina 4.6 2.8
---------------------------- -------------- ----------------
Cesme Marina, Turkey 2.0 1.2
---------------------------- -------------- ----------------
Port Louis Marina - -
---------------------------- -------------- ----------------
NAV (Adjusted) 32.1 19.4
---------------------------- -------------- ----------------
(#) Basic and diluted per share figures are the same as there
are no options outstanding at the reporting date
The year on year reconciliation is shown in the table below:
Total Per share
(EURm) (c) #
--------------------------------------------- -------------- ----------------
Adjusted NAV - 31 December 2015 33.9 20.5
--------------------------------------------- -------------- ----------------
Trading loss (1.2) (0.7)
--------------------------------------------- -------------- ----------------
Impairment charge (1.0) (0.6)
--------------------------------------------- -------------- ----------------
Valuation adjustments
Grand Harbour Marina (0.9) (0.5)
Cesme 0.8 0.5
Port Louis Marina 0.1 -
--------------------------------------------- -------------- ----------------
Exchange gain/(loss) on consolidation
and other changes 0.4 0.2
--------------------------------------------- -------------- ----------------
Adjusted NAV - 31 December 2016 32.1 19.4
--------------------------------------------- -------------- ----------------
(#) Basic and diluted per share figures are the same as there
are no options outstanding at the reporting date
Note concerning Property Valuations
CBRE Ltd is the Company's property valuer and has prepared
valuations for Grand Harbour Marina, Malta, Cesme Marina, Turkey
and Port Louis Marina, Grenada. Further information is set out
below.
Grand Harbour Marina, Malta
The property was initially valued as at 11 June 2007 in
accordance with Royal Institution of Chartered Surveyors Appraisal
and Valuation Standards Fifth Edition (Red Book) in the sum of
EUR23.2 million. The property was valued as a fully operational
business entity with reference to trading potential. The property
is occupied by way of a sub-Emphyteusis agreement granted June 1999
expiring in 2098. The property was valued again in accordance with
the RICS Valuation - Professional Standards January 2014 ("the
Standards") at 31 December 2016 in the sum of EUR23.2 million. We
are in receipt of a valuation report as at 31 December 2016.
Cesme Marina, Turkey
The property was initially valued as at 20 April 2007 in
accordance with Royal Institution of Chartered Surveyors Appraisal
and Valuation Standards, Fifth Edition (Red Book) in the sum of
EUR4.1 million. The property was valued as a fully operational
business entity with reference to trading potential. The property
is occupied by way of a Build Operate and Transfer agreement
expiring after 25 years. On expiry, all interest in the Marina, its
fixtures and fittings will revert to the Turkish Government, free
of consideration or compensation. The property was valued again at
31 December 2016 in accordance with the RICS Valuation -
Professional Standards January 2014 ("the Standards") in the sum of
EUR18.3 million. We are in receipt of a valuation report as at 31
December 2016.
Port Louis Marina, Grenada
The property was initially valued as at 6 December 2007 in
accordance with Royal Institution of Chartered Surveyors Appraisal
and Valuation Standards Fifth Edition (Red Book) in the sum of
$27.3 million (EUR18.7 million). The property and reclaimed land
for development was valued in its then current state with reference
to trading potential. The property is occupied by way of a 99 year
lease from the Government of Grenada which expires in 2105 but is
renewable at that time for a further 99 years. The property was
valued again at 31 December 2016 in accordance with the RICS
Valuation - Professional Standards January 2014 ("the Standards")
in the sum of $19.75 million (EUR18.7 million). We are in receipt
of a valuation report as at 31 December 2016. As explained in Note
14 of these Consolidated Financial Statements the CBRE valuation is
around 9% below the current book value. The Directors, having
considered the current economic climate and the global
uncertainties have concluded that the value of Port Louis Marina
may not return to book value in the near term and have therefore
decided that an impairment charge of US$1.1 million (EUR1.0
million) is necessary.
Independent auditor's report to the members of Camper &
Nicholsons Marina Investments Limited
We have audited the consolidated financial statements (the
"financial statements") of Camper & Nicholsons Marina
Investments Limited (the "Company") together with its subsidiaries,
(together the "Group") for the year ended 31 December 2016, which
comprise the Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Changes in Equity, the Consolidated
Statement of Financial Position, the Consolidated Statement of Cash
Flows, and the related notes. The financial reporting framework
that has been applied in their preparation is applicable law and
International Financial Reporting Standards.
This report is made solely to the Company's members, as a body,
in accordance with section 262 of the Companies (Guernsey) Law,
2008. Our audit work has been undertaken so that we might state to
the Company's members those matters we are required to state to
them in an auditor's report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's
members as a body, for our audit work, for this report, or for the
opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Statement of Directors'
Responsibilities, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give
a true and fair view. Our responsibility is to audit and express an
opinion on the financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the Group's circumstances and have been consistently
applied and adequately disclosed; the reasonableness of significant
accounting estimates made by the Board of Directors; and the
overall presentation of the financial statements. In addition, we
read all the financial and non-financial information in the Annual
Report to identify material inconsistencies with the audited
financial statements and to identify any information that is
apparently materially incorrect based on, or materially
inconsistent with, the knowledge acquired by us in the course of
performing the audit. If we become aware of any apparent material
misstatements or inconsistencies we consider the implications for
our report.
Opinion on financial statements
In our opinion the financial statements:
-- give a true and fair view of the state of the Group's affairs
as at 31 December 2016 and of its loss for the year then ended;
-- are in accordance with International Financial Reporting Standards; and
-- comply with the Companies (Guernsey) Law, 2008.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies (Guernsey) Law 2008 requires us to report to
you if, in our opinion:
-- the Company has not kept proper accounting records; or
-- the financial statements are not in agreement with the accounting records; or
-- we have not received all the information and explanations,
which to the best of our knowledge and belief are necessary for the
purpose of our audit.
KPMG Channel Islands Limited
Guernsey, Channel Islands
Chartered Accountants
29 March 2017
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2016 Note 2016 2015
EUR000 EUR000
Marina operating activities 6,178 5,836
Marina consultancy fees 1,451 3,230
Revenue 7,629 9,066
Cost of sales (1,461) (2,375)
-------- --------
Gross Profit 6,168 6,691
Operating expenses 7 (5,973) (6,029)
Operating profit pre impairment charge 195 662
Impairment charge on Port Louis assets 14 (1,044) -
Operating (loss)/profit post impairment
charge (849) 662
Finance income 44 51
Finance expense (975) (1,124)
(931) (1,073)
-------- --------
Share of profits / (losses) of equity-accounted
investees, net of tax 13 37 (89)
-------- --------
Loss before tax (1,743) (500)
Taxation 10 (379) (270)
Loss for the year from continuing activities (2,122) (770)
-------- --------
Other comprehensive income
Items that may be reclassified subsequently
to profit or loss:
Foreign exchange reserve 444 1,441
-------- --------
Other comprehensive income for the year 444 1,441
-------- --------
Total comprehensive (loss)
/ income for the year (1,678) 671
-------- --------
(Loss) / profit attributable to:
Equity shareholders (2,200) (812)
Non-controlling interest 78 42
Loss for the year (2,122) (770)
-------- --------
Total comprehensive (loss)
/ income attributable to:
Equity shareholders (1,756) 629
Non-controlling interest 78 42
-------- --------
Total comprehensive (loss)
/ income for the year (1,678) 671
-------- --------
Loss per share (Euro cents)
basic, attributable to equity shareholders 11 (1.33) (0.49)
-------- --------
diluted, attributable to equity shareholders 11 (1.33) (0.49)
-------- --------
The accompanying notes (see below) form an integral part of
these consolidated financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2016
Foreign
Issued Retained Exchange Non-controlling Total
Capital Earnings Reserve Total Interests Equity
EUR000 EUR000 EUR000 EUR000 EUR000 EUR000
Year Ended 31 December
2015
Balance at 1 January
2015 61,621 (38,511) 3,528 26,638 508 27,146
Total comprehensive
income
Profit / (Loss) for
the year - (812) - (812) 42 (770)
Other comprehensive
income - - 1,441 1,441 - 1,441
--------- ---------- ---------- -------- ---------------- --------
Total comprehensive
income - (812) 1,441 629 42 671
--------- ---------- ---------- -------- ---------------- --------
Transactions with owners
of the Company
Total contributions
and distributions - - - - - -
--------- ---------- ---------- -------- ---------------- --------
Balance at 31 December
2015 61,621 (39,323) 4,969 27,267 550 27,817
========= ========== ========== ======== ================ ========
Year Ended 31 December
2016
Balance at 1 January
2016 61,621 (39,323) 4,969 27,267 550 27,817
Total Comprehensive
income for the year
Profit / (Loss) for
the year - (2,200) - (2,200) 78 (2,122)
Other comprehensive
income - - 444 444 - 444
--------- ---------- ---------- -------- ---------------- --------
Total comprehensive
income - (2,200) 444 (1,756) 78 (1,678)
--------- ---------- ---------- -------- ---------------- --------
Transactions with owners
of the Company
Dividend paid to non-controlling
interest - - - - (100) (100)
Total contributions
and distributions - - - - (100) (100)
--------- ---------- ---------- -------- ---------------- --------
Balance at 31 December
2016 61,621 (41,523) 5,413 25,511 528 26,039
========= ========== ========== ======== ================ ========
The accompanying notes (see below) form an integral part of
these consolidated financial statements.
31 December 31 December
2016 2015
Note EUR000 EUR000
Non current assets
Property, plant and
equipment 14 25,671 26,618
Equity accounted investees 13 1,188 898
Assets held under Trust 15 1,926 1,118
Cash pledges 16 4,047 4,008
Goodwill 17 10,604 10,604
------------
43,436 43,246
------------ ------------
Current assets
Trade and other receivables 18 1,847 1,499
Cash and cash equivalents 19 1,343 3,029
------------
3,190 4,528
------------ ------------
TOTAL ASSETS 46,626 47,774
------------ ------------
Current liabilities
Trade and other payables 20 3,349 3,106
Loans repayable within
one year 22 523 687
------------
3,872 3,793
------------ ------------
TOTAL ASSETS LESS CURRENT
LIABILITIES 42,754 43,981
------------ ------------
Non current liabilities
Loans repayable after
more than one year 22 5,243 5,125
Unsecured 7% Bond 21 10,810 10,762
Other payables 180 173
Deferred tax liability 482 104
------------
16,715 16,164
------------ ------------
NET ASSETS 26,039 27,817
------------ ------------
Equity attributable
to equity shareholders
Issued capital 23 61,621 61,621
Retained earnings (41,523) (39,323)
Foreign exchange reserve 5,413 4,969
------------
25,511 27,267
Non-controlling interest 25 528 550
------------ ------------
Total equity 26,039 27,817
============ ============
Net assets per share:
Basic, attributable
to equity shareholders 24 15.39c 16.45c
------------ ------------
Diluted, attributable
to equity shareholders 24 15.39c 16.45c
------------ ------------
Consolidated Statement of Financial Position
As at 31 December 2016
These consolidated financial statements were approved by the
Board of Directors on 29 March 2017.
Sir C Lewinton, Chairman M Bralsford, Director
The accompanying notes (see below) form an integral part of
these consolidated financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2016
Year ended Year ended
31 December 31 December
2016 2015
EUR000 EUR000
Cash flows from operating
activities
Loss before taxation (1,743) (500)
Adjusted for:
Finance income (44) (51)
Finance expense 975 1,124
Depreciation 833 862
Asset impairment loss 1,044 -
Share of (profits) / losses
of equity accounted investees,
net of tax (37) 89
Unrealised foreign exchange
gain (1) (72)
1,027 1,452
Decrease/(increase) in
receivables (486) 128
Increase in payables 279 71
Income tax (expense) /
credit (1) (8)
Net cash flows from operating
activities 819 1,643
------------ ------------
Cash flow from investing
activities
Acquisition of property,
plant & equipment (136) (151)
Disposals of property plant
and equipment - 1
Short term investment in
equity accounted investee (253) (361)
Interest received 44 51
(Increase) / decrease in
pledged cash (39) (39)
Net contribution to Trust
to buy back bonds (808) (48)
Net cash flows from investing
activities (1,192) (547)
------------ ------------
Cash flows from financing
activities
Proceeds of borrowings 48 54
Repayment of borrowings (287) (684)
Buyback of bonds issued - (755)
Dividend paid (100) -
Interest paid (975) (1,068)
Net cash flows from financing
activities (1,314) (2,453)
------------ ------------
Net increase/(decrease)
in cash and cash equivalents (1,687) (1,357)
Opening cash and cash equivalents 3,029 4,314
Effect of exchange rate
fluctuations on cash held 1 72
Closing cash and cash equivalents 1,343 3,029
============ ============
The accompanying notes (see below) form an integral part of
these consolidated financial statements.
1 Corporate Information
Camper & Nicholsons Marina Investments Limited ("the
Company") is a limited liability company, registered and domiciled
in Guernsey, whose shares are publicly traded on the AIM
Market.
The principal activity of the Company and its subsidiaries and
joint ventures (together the "Group") during 2016 was the
acquisition, development, redevelopment and operation of an
international portfolio of both new and existing marinas and
related real estate in the Mediterranean and the United States /
Caribbean. The Group has also continued to develop its third party
marina management and consulting business.
The Consolidated Financial Statements of the Group for the year
ended 31 December 2016 were authorised for issue in accordance with
a resolution of the Directors on 29 March 2017.
2 Basis of preparation
The consolidated financial statements of the Group for the year
to 31 December 2016 have been prepared on a historical cost basis
and are presented in Euro 000s.
Going concern
The Directors are actively pursuing opportunities to drive
liquidity into the Group's portfolio of assets, the net proceeds
from which should provide significant cash resources for the
Group's future needs. In the interim, until this process is
completed, the Directors, after making the necessary enquiries,
believe that the overall improvement in the underlying trading
results and the consequent improvement in cash generation,
alongside a planned further reduction in central costs, combined
with the availability of cash elsewhere within the Group which
could be utilised if required, and access to funding from the
Group's major shareholder, the Group has adequate resources to
continue in business for the foreseeable future. Accordingly the
Directors believe that it is appropriate to continue to apply the
going concern basis in preparing the consolidated financial
statements.
Statement of compliance
The consolidated financial statements of the Group, which give a
true and fair view, have been prepared in accordance with
International Financial Reporting Standards (IFRS) and are in
compliance with The Companies (Guernsey) Law 2008.
Basis of consolidation
The consolidated financial statements comprise the financial
statements of the Group at 31 December each year. The financial
statements of the subsidiaries are prepared for the same reporting
year as the parent company, using consistent accounting
policies.
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group
controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the entity.
The financial statements of subsidiaries are fully consolidated
from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date
that such control ceases.
(ii) Business Combinations
Business combinations are accounted for using the acquisition
method as at the acquisition date, which is the date on which
control is transferred to the Group (see note 2i) The consideration
transferred in the acquisition is generally measured at fair value,
as are the identifiable net assets acquired. Any goodwill that
arises is tested annually for impairment.
(iii) Equity Accounted Investees
The Group's interests in equity accounted investees comprise
interests in two joint ventures and these are accounted for using
the equity method. They are initially recognised at cost.
Subsequent to initial recognition, the consolidated financial
statements include the Group's share of the profit or loss of
equity accounted investees, until the date on which significant
influence or joint control ceases.
An impairment loss in respect of an equity-accounted investee is
measured by comparing the recoverable amount of the investment with
its carrying amount. An impairment loss is recognised in profit or
loss, and is reversed if there has been a favourable change in the
estimates used to determine the recoverable amount.
(iv) Non-Controlling Interests
Non-Controlling Interests are measured at their proportionate
share of the acquiree's identifiable net assets at the date of
acquisition plus their proportionate share of profits and losses
since acquisition less any dividends paid.
(v) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income
and expenses arising from intra-group transactions are eliminated
on consolidation.
Significant accounting judgments, estimates and assumptions
The preparation of the consolidated financial statements
requires management to make judgments, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and
liabilities, and the disclosure of contingent liabilities, at the
reporting date. However, uncertainty about these assumptions and
estimates could result in outcomes that could require a material
adjustment to the carrying amount of the asset or liability
affected in the future.
(a) Judgements
Information about critical judgements in applying accounting
policies that have the most significant effect on the amounts
recognised in the consolidated financial statements is included in
Note 4, Revenue recognition.
(b) Assumptions and estimation uncertainties
The key assumptions concerning the future and other key sources
of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year
are: the impairment of non-financial assets, the impairment of
trade receivables and the measurement of fair values. The policies
adopted for each of these items are included within the detailed
accounting policies in Note 4.
3 Changes in accounting policies
The Group has applied consistently the accounting policies set
out in Note 4 to all periods presented in these consolidated
financial statements.
4 Summary of significant accounting policies
Goodwill
After initial recognition, goodwill is measured at cost less any
accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the
acquisition date,
allocated to each of the Group's cash generating units that are
expected to benefit from the synergies of the combination,
irrespective of whether other assets or liabilities of the acquiree
are assigned to those units.
Revenue Recognition
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the Group and the revenue can be
reliably measured. Revenue is measured at the fair value of the
consideration received, excluding discounts, rebates and sales
taxes or duty. The following specific recognition criteria must be
met before revenue is recognised:
Licensing of super yacht berths
Super yacht berths are licensed to berth holders on terms which
transfer substantially all the risks and rewards incidental to
ownership. Revenue from such licensing is recognised in the
statement of comprehensive income on the signing of the licensing
agreements with the berth-holders, on the basis that they give
effect to the sale of the Group's right to the use of such
berths.
Rendering of marina operating activities and consultancy
fees
Revenue from the rendering of marina operating activities and
consultancy fees is recognised when the services have been
delivered. When services are delivered evenly over a period of time
the revenue is recognised pro rata to the time elapsed.
Rental income
Rental income from operating leases is recognised on a straight
line basis over the term of the rental.
Taxation
Current income tax
Current income tax assets and liabilities for the current and
prior periods are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amount are those that are enacted or
substantively enacted by the reporting date.
Deferred income tax
Deferred income tax is provided using the liability method on
temporary differences at the balance sheet date between the tax
bases of assets and liabilities and their carrying amounts for
financial reporting purposes.
Deferred income tax assets and liabilities are recognised for
all taxable temporary differences, except:
- where the deferred tax liability arises from the initial recognition of goodwill, and
- in respect of taxable temporary differences associated with
investments in subsidiaries or joint ventures where the timing of
the reversal of the temporary differences can be controlled and it
is probable that the temporary differences will not reverse in the
foreseeable future.
The carrying amount of deferred income tax assets and
liabilities is reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient taxable
profit will be available to allow all or part of the deferred tax
asset to be utilised.
Deferred income tax assets and liabilities are measured at the
tax rates expected to apply to the year when the asset is realised
or the liability is settled, based on tax rates (and tax laws) that
had been enacted or substantially enacted at the reporting
date.
Deferred tax assets are recognised for all unused tax losses to
the extent that it is probable that taxable profit will be
available against which the losses can be utilised. Significant
management judgment is required to determine the amount of deferred
tax assets that can be recognised, based upon the likely timing and
level of future taxable profits together with future tax planning
strategies.
Deferred tax assets and liabilities are offset, if a legally
enforceable right exists to set off current tax assets against
current income tax liabilities and the deferred taxes relate to the
same taxable entity and the same taxation authority.
Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost less
accumulated depreciation and accumulated impairment losses.
Cost includes expenditure that is directly attributable to the
acquisition of the asset, including interest incurred during the
construction phase.
When parts of an item of property, plant and equipment have
different useful lives, they are accounted for as separate items of
property, plant and equipment. Purchased software that is integral
to the functionality of the related equipment is capitalised as
part of that equipment.
(ii) Subsequent costs
Subsequent expenditure is capitalised only when it is probable
that the future economic benefits associated with the expenditure
will flow to the Group. On-going repairs and maintenance
expenditure is expensed as incurred.
(iii) Long term berth licences
As described above under revenue recognition, part of the
Group's operating activities involves the licensing of superyacht
berths under finance leases typically for periods of 25-30 years.
The cost of such berths is apportioned between that part
attributable to the initial licensing period, which is recognised
immediately in profit or loss within the consolidated statement of
comprehensive income, and that part (the residual amount)
attributable to the time period which extends beyond the initial
licensing period. The method of cost apportionment used represents
a fair reflection of the pattern of future economic benefits
estimated to accrue from the licensing of such berths. The residual
amount is classified in the consolidated Statement of Financial
Position as 'deferred costs' and included within property, plant
and equipment. (see note 14)
(iv) Depreciation
Items of property, plant and equipment are depreciated on a
straight-line basis over the estimated useful lives of each
component. Leased assets are depreciated over the shorter of the
lease term and their useful lives unless it is reasonably certain
that the Group will obtain ownership by the end of the lease term.
Land is not depreciated.
Items of property, plant and equipment are depreciated from the
date they are installed and are ready for use. Assets in course of
construction are not depreciated.
The estimated useful lives for the current and comparative years
of significant items of property, plant and equipment are as
follows:
Leasehold seabed 99 years
Buildings 10-24 years
Superyacht berths 50 years
Pontoons 25 years
Motor vehicles 5 years
Other equipment 5 years
Depreciation methods, useful lives and residual values are
reviewed at each reporting date and adjusted if appropriate.
In relation to the superyacht berths, depreciation is provided
up to the point when a long term licensing contract is signed, at
which time the carrying amount of such berths is apportioned and
accounted for as explained in (iii) above.
Cash and cash equivalents
Cash and cash equivalents in the consolidated Statement of
Financial Position comprise cash at banks and at hand and short
term deposits with an original maturity of three months or
less.
For the purposes of the consolidated Statement of Cash Flows,
cash and cash equivalents consist of cash and cash equivalents as
defined above.
Trade and other receivables
Trade receivables are recognised and carried at the lower of
their original invoiced value and recoverable amount. Where the
time value of money is material, receivables are carried at
amortised cost. Provision is made where there is objective evidence
that the Group will not be able to recover balances in full.
Balances are written off when the probability of recovery is
assessed as being remote.
Trade and other payables
Trade payables are included at the lower of their original
invoiced value and the amount payable.
Interest bearing loans and borrowings
Obligations for loans and borrowings are recognised when the
Group becomes party to the related contracts and are measured
initially at fair value less directly attributable transaction
costs.
After initial recognition interest-bearing loans and borrowings
are subsequently measured at amortised cost using the effective
interest method.
Gains and losses arising on the repurchase, settlement or
otherwise cancellation of liabilities are realised respectively in
finance revenue and finance cost.
Borrowing costs that are not directly attributable to the
acquisition, construction or production of a qualifying asset are
recognised as expense using the effective interest method.
Foreign currency
(i) Foreign currency transactions
The consolidated financial statements are prepared in Euros,
which is the Company's functional and presentational currency.
Transactions in a foreign currency are initially translated into
the functional currency at the exchange rate ruling at the date of
the transaction.
Monetary assets and liabilities denominated in foreign
currencies are retranslated into the functional currency at the
rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost
in a foreign currency are translated using the exchange rate as at
the date of the initial transaction.
Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair
value was determined.
All differences are taken to the consolidated Statement of
Comprehensive Income.
(ii) Foreign operations
The assets and liabilities of foreign operations, including
goodwill and fair value adjustments arising on acquisition, are
translated to Euro at exchange rates at the reporting date. The
income and expenses of foreign operations are translated to Euro at
exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other
comprehensive income, and presented in the foreign exchange reserve
in equity. However, if the operation is a non-wholly-owned
subsidiary, then the relevant proportionate share of the
translation difference is allocated to the non-controlling
interests.
When the settlement of a monetary item receivable from or
payable to a foreign operation is neither planned nor likely in the
foreseeable future, foreign exchange gains and losses arising from
such a monetary item are considered to form part of a net
investment in a foreign operation and are recognised in other
comprehensive income, and presented in the foreign exchange reserve
in equity.
Impairment of non-financial assets
The carrying amounts of the Group's non-financial assets, other
than deferred tax assets, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any
such indication exists, then the asset's recoverable amount is
estimated. Goodwill and indefinite life intangible assets are
tested every six months for impairment and at other times when such
indicators exist. An impairment loss is recognised if the carrying
amount of an asset or cash generating unit (CGU) exceeds its
recoverable amount.
Impairment losses are recognised in profit or loss within the
consolidated Statement of Comprehensive Income. Impairment losses
recognised in respect of CGUs are allocated first to reduce the
carrying amount of any goodwill allocated to the CGU and then to
reduce the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For
other assets, an impairment loss is reversed only to the extent
that the asset's carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
Impairment of non-derivative financial assets
Financial assets not classified as at fair value through profit
or loss are assessed at each reporting date to determine whether
there is objective evidence of impairment which may include default
or delinquency of a debtor, restructuring of amounts due to the
Group on very unfavourable terms, indications that a debtor or
issuer will enter bankruptcy and the disappearance of an active
market for a security.
Fair values
The Group uses market observable data as far as possible to
measure the fair value of an asset or a liability. Fair values are
categorised into different levels in a fair value hierarchy as
defined in IFRS13.
Share Capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of ordinary shares are
recognised as a deduction from equity.
Leases
Leases in terms of which the Group assumes substantially all the
risks and rewards of ownership are classified as finance leases.
Other leases are operating leases and not recognised in the
consolidated Statement of Financial Position; lease payments under
operating leases are straight lined across the term of the
lease.
Segment reporting
All operating segments' operating results are reviewed by the
CEO of Camper & Nicholsons Marinas Ltd, the Group's chief
operating decision maker, to make decisions about resources to be
allocated to the segment and assess its performance.
Reported segment results include items directly attributable to
a segment as well as those that can be allocated on a reasonable
basis. Unallocated items comprise mainly corporate assets and
liabilities (primarily Camper & Nicholsons Marina Investments
Limited) and head office expenses.
When trading occurs between segments this is done at current
market prices and revenues are accounted for as if services were
being provided to a third party.
Segment expenditure on non-current assets is the total cost
incurred during the period to acquire property, plant and
equipment, and intangible assets other than goodwill.
Standards issued but not yet effective
A number of new standards and amendments to standards are
effective for annual accounts beginning after 1 January 2016, and
have not been early adopted in preparing these consolidated
financial statements.
Those which may be relevant to the Group are set out below.
IFRS 9 (Financial Instruments) published in July 2014, replaces
the existing guidance in IAS 39 Financial Instruments Recognition
and Measurement. IFRS 9 includes revised guidance on the
classification and measurement of financial instruments, including
a new expected credit loss model for calculating impairment of
financial assets, and the new general hedge accounting
requirements. It also carries forward the guidance on recognition
and de-recognition of financial instruments from IAS39. IFRS 9 is
effective for annual reporting periods beginning on or after 1
January 2018, with early adoption permitted. The Group is assessing
the potential impact on its consolidated financial statements
resulting from the application of IFRS 9.
IFRS 15 (Revenue from Contracts with Customers) establishes a
comprehensive framework for determining whether, how much and when
revenue is recognised. It replaces existing revenue recognition
guidance, including IAS 18 Revenue, IAS 11 Construction Contracts
and IFRIC 13 Customer Loyalty Programmes. IFRS 15 is effective for
annual reporting periods beginning on or after 1 January 2018 with
early adoption permitted. The Group is assessing the potential
impact on its consolidated financial statements resulting from the
application of IFRS 15.
IFRS 16 (Leases) published in January 2016, replaces the
existing guidance in IAS17 (Leases) and changes fundamentally the
accounting by lessees. It introduces a single, on-balance sheet
accounting model for all leases similar to the current finance
lease accounting. Lessor accounting remains similar with lessors
continuing to classify leases as finance and operating leases.
Sale-and-leaseback is effectively eliminated as an off-balance
sheet financing structure. IFRS 16 is effective for annual
reporting periods beginning on or after 1 January 2019, with early
adoption permitted provided IFRS15 has also been adopted. The Group
is assessing the potential impact on its consolidated financial
statements resulting from the application of IFRS16.
5 Seasonality of operations
Marinas derive their income from several sources some of which
will produce greater revenues during the summer months and while
these seasonally-affected sources are generally relatively small in
relation to the overall level of sales they can make an important
contribution to profitability. The timing of long term berth sales,
which are neither seasonal by nature nor capable of accurate
prediction, can have a more significant impact on the level of both
sales and profits.
6 Segmental Reporting
Under the "management approach" to segmental reporting, the
Company believes there are two separately reportable segments to
its business, Marina operations and Marina consultancy. These two
operating segments are managed separately as they have different
resource and capital requirements. A summary of the business
operations in each of these two operating segments is given
below:
Marina operations: ownership and operation of high quality
marina facilities providing berthing and ancillary services for
yachts and super yachts.
Marina consultancy: provision through multi-year contracts of a
range of services, including consultancy, to third party
marinas.
The results for these two segments for the year ended 31
December 2016 are set out below:-
Marina Marina Parent
Operations Consultancy Company Totals
For the year ended
31 December 2016 EUR000 EUR000 EUR000 EUR000
Revenues from external
customers 8,604 1,516 36 10,156
Intersegment revenues - 1,107 248 1,355
----------- ------------ -------- --------
Total including joint
ventures 8,604 2,623 284 11,511
Excluding joint venture
impact (2,426) (355) - (2,781)
----------- ------------ -------- --------
Total excluding joint
ventures 6,178 2,268 284 8,730
----------- ------------ -------- --------
Revenues from external
customers 6,178 1,379 72 7,629
Intersegment revenues - 889 212 1,101
Net interest revenue/(expense) (969) - 38 (931)
Depreciation & amortisation (802) (31) - (833)
Reportable segment
loss (3) (84) (649) (736)
Asset impairment charge (1,044) - - (1,044)
Share of profits/(losses)
of equity accounted
investees 290 (253) - 37
Loss before tax including
equity accounted investees (757) (337) (649) (1,743)
Expenditures for reportable
segment non-current
assets 133 2 - 135
For the year ended
31 December 2015
Revenues from external
customers 8,210 3,005 36 11,251
Intersegment revenues - 1,197 313 1,510
----------- ------------ -------- --------
Total including joint
ventures 8,210 4,202 349 12,761
Excluding joint venture
impact (2,374) (94) - (2,468)
----------- ------------ -------- --------
Total excluding joint
ventures 5,836 4,108 349 10,293
----------- ------------ -------- --------
Revenues from external
customers 5,836 3,159 71 9,066
Intersegment revenues - 949 278 1,227
Net interest revenue/(expense) (1,111) - 38 (1,073)
Depreciation & amortisation (805) (57) - (862)
Reportable segment
profit / (loss) (238) 593 (766) (473)
Share of profits/(losses)
of equity accounted
investees 272 (361) - (89)
Profit / (loss) before
tax including equity accounted
investees 34 232 (766) (500)
Expenditures for reportable
segment non-current
assets 148 4 - 152
Reconciliation of reportable segment revenues and profit and
loss
31 December 31 December
2016 2015
Revenues EUR000 EUR000
Total revenues for
reportable segments 8,730 10,293
Elimination of inter-segment
revenues (1,101) (1,227)
------------ -------------------
Group revenues 7,629 9,066
------------ -------------------
Profit & Loss
Total profit & loss
for reportable segments (1,780) (411)
Share of profits / (losses)
of equity accounted investees 37 (89)
------------ -------------------
Group loss before tax (1,743) (500)
------------ -------------------
Reconciliation of reportable
segment assets and liabilities
Marina Marina Parent
Operations Consultancy Company Totals
As at 31 December
2016 EUR000 EUR000 EUR000 EUR000
Assets for reportable
segments 43,953 1,877 37,571 83,401
Investment in and
loan to equity accounted
investees 1,188 - - 1,188
------------ ------------ -------- ---------
Total 45,141 1,877 37,571 84,589
------------ ------------ --------
Less: intercompany
loans (35,765)
Less: investments in subsidiaries
net of goodwill (2,198)
---------
Group total assets 46,626
---------
Liabilities for reportable
segments 49,990 1,634 4,728 56,352
------------ ------------ --------
Less: intercompany
loans (35,765)
---------
Group total liabilities 20,587
---------
Group Net Assets 26,039
---------
As at 31 December
2015
Assets for reportable
segments 44,391 2,286 38,437 85,114
Investment in and
loan to equity accounted
investees 898 - - 898
------------ ------------ -------- ---------
Total 45,289 2,286 38,437 86,012
------------ ------------ --------
Less: intercompany
loans (36,041)
Less: investments in subsidiaries
net of goodwill (2,197)
---------
Group total assets 47,774
---------
Liabilities for reportable
segments 49,530 2,170 4,298 55,998
------------ ------------ --------
Less: intercompany
loans (36,041)
---------
Group total liabilities 19,957
---------
Group Net Assets 27,817
---------
Year
7 Operating expenses Year ended ended
31 December 31 December
2016 2015
Note EUR000 EUR000
Directors' remuneration 8 195 221
Salaries & wages 2,162 2,187
Audit fees 139 164
Rent and rates 593 509
Other general administration
expenses 9 1,571 1,747
Legal & professional
fees 213 223
Promotion 367 294
Depreciation 833 862
Exchange gains (100) (178)
----------- ---------------------
Total operating expenses 5,973 6,029
=========== =====================
Year
8 Directors' remuneration Year ended ended
31 December 31 December
2016 2015
EUR000 EUR000
Directors' fees - Parent
Company 181 208
Directors' fees - Other
Group Companies 14 13
------------ --------
Total 195 221
=========== =====================
9 Other general administration Year
expenses Year ended ended
31 December 31 December
2016 2015
EUR000 EUR000
Communications including
travel 182 206
Repairs & maintenance 269 215
Security 88 87
Insurance 189 189
Electricity, water
& gas 108 154
Administration fees 66 71
Printing stationery
& postage 29 32
Bank charges 99 89
Bad debt provision 81 136
Bond costs amortisation 48 51
Royalty fees 246 296
Other 166 221
------------ ------------
Total 1,571 1,747
============ ============
10 Taxation
10.1 Taxation charge
The parent company, Camper & Nicholsons Marina Investments
Limited is a Guernsey Exempt Company and is therefore not subject
to taxation on its income under the Income Tax (Exempt Bodies)
(Guernsey) Ordinance, 1989. An annual exempt fee of GBP1,200
(2015:GBP1,200) has been paid. The Group's tax charge during the
year is calculated as shown in the table below and as last year
consists primarily of a deferred tax charge and a small income tax
charge with the latter relating to withholding tax in foreign
jurisdictions.
The deferred tax liability has increased by EUR378k to EUR482k
at 31 December 2016 (31 December 2015: EUR104k) with this balance
reflecting the temporary differences relating mainly to plant and
equipment net of unrelieved tax losses and unabsorbed capital
allowances.
Year ended Year ended
31 December 31 December
2016 2015
EUR000 EUR000
Income Tax charge 1 8
Deferred Tax charge 378 262
------------ ------------
Total charge 379 270
============ ============
The deferred tax charge reflects the change in recognised
unrelieved tax losses and unabsorbed capital allowances.
10.2 Reconciliation of taxation charge
A reconciliation between tax expense and the product of
accounting profit multiplied by domestic tax rates in the countries
of operation for the year ended 31 December 2016 is as follows:
Year ended Year ended
31 December
31 December 2016 2015
EUR000 EUR000
Accounting loss before
income tax (1,780) (411)
================= ==============
Income tax (charge)/credit
using the country
domestic rates (160) (236)
Tax effect of:
Brought forward losses 32 135
Previously unrecognised losses - 32
Expenses not deductible
for income tax (172) (212)
Interest accrued taxable
on receipt (16) 18
Tax not recognised
in prior period (34) -
Withholding tax in
foreign jurisdictions (1) (7)
Other (28) -
Total tax charge for
the year (379) (270)
================= ==============
11 Earnings per share
Basic earnings per share amounts are calculated by dividing
EUR2,200k Group net loss (2015: EUR812k Group net loss) for the
year attributable to ordinary equity holders of the parent by
165,784k (2015: 165,784k) being the weighted average number of
ordinary shares outstanding during the period.
There is no difference between the weighted average number of
shares used to calculate both the basic and diluted earnings per
share because there were no outstanding options for either of the
years ended 31 December 2015 or 31 December 2016.
12 Subsidiaries and Joint Ventures
Country
of % Equity
Activity Incorporation Interest
Subsidiaries
Camper & Nicholsons
Marinas (Malta) Ltd Investment Holding Malta 100.00
Camper & Nicholsons
Caribbean Holdings Ltd Investment Holding Bahamas 100.00
Camper & Nicholsons
Grenada Ltd Property Holding Grenada 100.00
Camper & Nicholsons
Grenada Services Ltd Marina Operator Grenada 100.00
Grand Harbour Marina
plc (including its subsidiary
Maris Marine Limited) Marina Operator Malta 79.17
Group Investment
Camper & Nicholsons Management and
Marinas International Third Party Marina
Ltd Management & Consultancy Malta 100.00
Group Investment
Management and
Camper & Nicholsons Third Party Marina
Marinas Ltd Management & Consultancy UK 100.00
Jointly Controlled Entities
Camper & Nicholsons Third Party Marina Hong
First Eastern Ltd Management & Consultancy Kong 50.00
IC Cesme Marina Yatirim
Turizm ve Isletmeleri
Sirketi Marina Operator Turkey 35.63*
* The Group's subsidiary Grand Harbour Marina plc, owns a 45%
equity interest in IC Cesme Marina.
13 Equity Accounted Investees - Joint ventures
The Group accounts for a 45% interest in IC Cesme Marina Yatirim
Turizm ve Isletmeleri Sirketi ("IC Cesme"), a jointly controlled
entity which operates a marina in Turkey. As at 31 December 2016
the Group had invested EUR1.8 million (31 December 2015: EUR1.8
million) in the equity of IC Cesme.
The Company has a 50% interest in Camper & Nicholsons First
Eastern Limited ("CNFE"), a jointly controlled entity established
during 2011 which is involved in marina management and consultancy
in the Asia Pacific region. The Company agreed initially to provide
funding of up to US$1.25 million to CNFE over 2 years of which $0.5
million was to be equity capital with US$0.75 million as
shareholder loan. The equity capital was provided in 2011 and a
US$0.3 million (EUR0.22 million) shareholder loan was provided in
July 2013. Additional funding was provided by both joint venture
partners by permitting CNFE to take extended credit terms on
invoices for services provided. This was accounted for as a short
term investment in joint ventures in the year ended 31 December
2015. In early 2016, the two joint venture partners concluded that,
although there was an improvement in the activity levels at CNFE,
it was unlikely that the business would be able to pay the
outstanding amounts in the near future. The partners decided that
each partner should convert the equivalent of US$950k of the
amounts owed to them into a shareholder loan, to rank as preferred
debt of CNFE, with interest at a rate of 3% per annum, and be due
for repayment by March 2018. These shareholder loan arrangements
were completed in April 2016 and following this each joint venture
partner has provided funding of US$1.75 million (EUR1.66 million)
of which US$0.5 million (EUR0.47 million) is equity capital and
US$1.25 million (EUR1.19 million) is a shareholder loan. Since
April 2016 the Group has provided a further EUR51k of short term
investment in the joint venture in the form of extended payment of
receivables.
2016 2016 2016 2015
IC Cesme CNFE Total Total
Percentage ownership interest 45% 50%
EUR000 EUR000 EUR000 EUR000
Non-current assets 11,952 20 11,972 12,636
Cash and cash equivalents 4,458 104 4,562 3,492
Other current assets 2,079 240 2,319 2,575
Non-current financial liabilities (11,910) (2,372) (14,282) (15,509)
Other non-current liabilities (177) - (177) -
Current financial liabilities (3,047) - (3,047) (538)
Other current liabilities (1,542) (710) (2,252) (3,613)
Net assets / (net liabilities)
(100%) 1,813 (2,718) (905) (957)
--------- -------- --------- ---------
Group's share of net assets
/ (net liabilities) 816 (1,359) (543) (537)
Goodwill 372 - 372 372
Loan to equity accounted
investee - 1,186 1,186 276
Short term investment in
JV - 51 51 699
Exchange - 122 122 88
--------- -------- --------- ---------
Carrying amount of interest
in joint ventures 1,188 - 1,188 898
--------- -------- --------- ---------
Revenue 5,391 710 6,101 5,463
Operating expenses (3,238) (1,274) (4,512) (4,128)
Depreciation and amortisation (778) (2) (780) (869)
Finance revenue 97 - 97 68
Finance costs (444) - (444) (503)
Tax (383) 60 (323) (150)
-------- -------- -------- --------
Profit/(Loss) and total
comprehensive income (100%) 645 (506) 139 (119)
-------- -------- -------- --------
Group's share of profit
/ (loss) and total comprehensive
income 290 (253) 37 (89)
-------- -------- -------- --------
As reported last year and indicated above, CNFE was allowed to
take extended credit terms on invoices from the two joint venture
partners for services provided and at 31 December 2015 Management
believed that EUR699k of the receivables due from CNFE should be
considered to be a short term investment in CNFE. This amount had
reduced to EUR51k at 31 December 2016 following the conversion of
the equivalent of US$950k of receivables due from CNFE into a
shareholder loan.
The lease of Cesme Marina in Turkey is held by IC Cesme Marina
Yatrim Turizm ve Isletmeleri Sirketi, a company in which the
Group's subsidiary, Grand Harbour Marina, has a 45% interest. The
lease is non-cancellable and expires in 2033. The initial annual
rent payable was approximately EUR1 million and this is index
linked in future years in accordance with the Build Operate
Transfer (BOT) contract.
The bank loan was provided by Isbank to IC Cesme in the form of
a Term Facility Agreement ("Term Facility") in the amount of
EUR9.25 million. This loan was repayable in semi-annual instalments
which commenced in December 2011 and had reduced the outstanding
balance to EUR5.44 million at 30 June 2015. In July 2015
negotiations were completed with Isbank to increase the loan by
EUR1.56 million to EUR7.0 million (Group's 45% share, EUR3.15
million) with the additional funding to be used for further
development of the marina. At the same time the interest rate on
the loan was reduced to Euribor + 4.5% (previously Euribor + 5.5%)
and the repayment profile was amended with the loan to be repaid in
thirteen equal semi-annual instalments which commenced in July 2016
and will end in July 2022.
In addition to the Term Facility, Isbank provided a loan in the
form of a General Cash and Non-Cash Credit Agreement (the
"Subordinated Loan") with a maximum facility of EUR10 million of
which EUR8.495 million has been drawn down. The Subordinated Loan
has been secured against cash pledges by the shareholders and is
repayable commensurate with the Term Facility.
The Isbank loans are guaranteed by the shareholders as detailed
in notes 16 and 26.
14 Property, plant and equipment
Deferred
super Equipment
yacht &
Marina berth office Motor Leasehold
Development costs furniture vehicles Property Total
Cost: EUR000 EUR000 EUR000 EUR000 EUR000 EUR000
Year ended 31 December
2015
At 1 January
2015 31,730 496 1,055 49 89 33,419
Additions 75 - 77 - - 152
Disposals - - (140) - - (140)
Effects of
movements
in exchange
rates 2,705 - 60 4 5 2,774
At 31 December
2015 34,510 496 1,052 53 94 36,205
Year ended 31 December
2016
Additions 49 - 67 19 - 135
Disposals - - (14) - - (14)
Effect of
movements
in exchange
rates 1,054 - (5) 1 (13) 1,037
At 31 December
2016 35,613 496 1,100 73 81 37,363
------------- --------- ----------- ---------- ---------- -------
Deferred
super Equipment
yacht &
Marina berth office Motor Leasehold
Development costs furniture vehicles Property Total
EUR000 EUR000 EUR000 EUR000 EUR000 EUR000
Accumulated depreciation
and impairment losses
Year ended 31 December
2015
At 1 January
2015 7,355 5 852 49 4 8,265
Depreciation
charge 737 - 100 - 25 862
Disposals - - (139) - - (139)
Exchange to
closing rate 553 - 42 4 - 599
At 31 December
2015 8,645 5 855 53 29 9,587
Year ended 31 December
2016
Depreciation
charge 732 - 75 4 22 833
Impairment
charge 1,044 - - - - 1,044
Disposals - - (14) - - (14)
Effect of
movements
in exchange
rates 254 - (8) 1 (5) 242
At 31 December
2016 10,675 5 908 58 46 11,692
------------- --------- ----------- ---------- ---------- -------
Carrying Amount:
At 31 December
2016 24,938 491 192 15 35 25,671
============= ========= =========== ========== ========== =======
At 31 December
2015 25,865 491 197 - 65 26,618
============= ========= =========== ========== ========== =======
During 2016, trading performance at the Port Louis Marina was a
little weaker than in 2015 and EBITDA reduced to US$0.3 million
(EUR0.23 million) due to a reduced number of large boats in the
region caused by continuing weak regional economic conditions.
Operating marina performance has reduced below the performance
levels previously expected at the beginning of the year. CBRE Ltd
have completed their annual valuation and have applied a discount
rate of 8.5% (2015: 9%) and an exit multiple of 12.5x (2015: 12.5x)
to their forecast of the cash flows for the marina excluding the
superyacht berths. As last year they have applied a bulk valuation
approach for the unsold superyacht dock area of 11,415 square
metres and a bulk valuation to the other superyacht berth area of
5,355 square metres. Having considered the lower trading results,
the continued slow take up of annual berthing contracts and the
generally weak economic climate in the region, CBRE have reduced
their valuation of the asset at 31 December 2016 to US$19.75
million (2015: US$20.9 million) or EUR18.7 million (2015: EUR19.2
million). This valuation is US$1.75 million (2015: US$1.0 million)
below the US$21.5 million (2015: US$21.9 million) carrying value of
the asset and is therefore considered to be an indicator of
possible impairment of value.
When considering the value of the marina at the end of 2014 and
2015, the Directors reviewed the CBRE valuation carefully and noted
that it did not attribute a specific value to the 20,000 square
metres of unutilised seabed for which there is planning permission
to install additional berthing. Based on the cost originally
attributed to the whole seabed area of around 50,000 square metres
and after considering the overall decrease in the value of the
marina since acquisition it was estimated that the unused seabed
area had a value of around US$1.5 million (EUR1.2 million). The
Directors have again reviewed the CBRE valuation as at 31 December
2016 and maintain the view that the unused seabed area has a value
of US$1.5 million (EUR1.4 million).
The CBRE valuation is now around 9% below the current book
value, primarily due to the impact of the weaker trading conditions
in 2016, CBRE's use of a bulk valuation of the superyacht dock
water area that is based on a price that is less than 50% of the
current list price and the lack of a specific value being
attributed to the unused seabed. However in the current economic
climate and with uncertainties arising from political changes the
Directors recognise that the value of the Port Louis Marina may not
recover to book value in the near term. The Directors have decided
therefore to include an impairment charge of US$1.1 million (EUR1.0
million) in the 2016 financial statements (2015: Nil). In light of
the 2016 trading performance at Port Louis and the Board's view
that this nevertheless represents a key development asset, the
Board is considering opportunities to best realise its value for
shareholders.
15 Assets held under Trust
In accordance with the terms of the Trust Deed for Grand Harbour
Marina plc's ("GHM") unsecured 7% Bond, GHM is required to
establish a sinking fund to support repayment of the Bond in 2020
and during the year, GHM transferred EUR808k to the Trustees for
this purpose. Bonds re-purchased in prior years were cancelled and
may not be re-issued or re-sold.
31 December 31 December
2016 2015
EUR000 EUR000
Balance at start of year 1,118 1,070
Transfers to Trustees 808 803
Buy back of 7% Bond - (755)
Balance at end of year 1,926 1,118
============ ============
The nominal value of bonds bought back during 2016 was EURNil
(2015: EUR682k) with total costs and premium paid of EURNil (2015:
EUR73k).
16 Cash pledges
31 December 31 December
2016 2015
EUR000 EUR000
Isbank cash pledge 4,047 4,008
============ ============
As detailed in Note 13, the subordinated loan provided by Isbank
to IC Cesme is secured against cash pledges made by the IC Cesme
Marina shareholders. The Company's interest in IC Cesme Marina was
sold to Grand Harbour Marina plc ("GHM") in March 2011. Part of the
contractual terms of the sale required GHM to take over the
Company's obligations to Isbank. At 31 December 2016 the Group's
share of the cash pledge amounted to EUR4,047k (31 December 2015:
EUR4,008k) including interest added of EUR210k (31 December 2015:
EUR171k). This continued to be held in the Company's name but in
line with the terms of the sale agreement, GHM has lodged an
equivalent sum with the Company in anticipation of Isbank agreeing
to substitute GHM for the Company in relation to the banking
arrangements for IC Cesme.
17 Goodwill
Goodwill arises from the following acquisitions:
31 December
31 December 2016 2015
Group
share
of fair
value
of assets
Acquisition / (liabilities)
Cost acquired Goodwill Goodwill
EUR000 EUR000 EUR000 EUR000
Grand Harbour
Marina plc 11,168 1,835 9,333 9,333
Camper & Nicholsons
Marinas International
Ltd 1,271 1,271
10,604 10,604
========= ============
The Company commissions annual professional valuations of the
marinas in which it has a financial interest and reviews the
carrying value of marina related goodwill by reference to those
valuations. A valuation of Grand Harbour Marina was carried out as
at 31 December 2016 by the specialist leisure consultancy team of
CBRE Limited, (see Business Review) the Company's independent
property valuer, who also completed the 31 December 2015 valuation.
Having reviewed this valuation the Directors have concluded that no
adjustment to the carrying value of goodwill was necessary at 31
December 2016.
The goodwill relating to Camper & Nicholsons Marinas
International Ltd arose originally on Camper & Nicholsons
Marina Holdings ("CNMH") of which it was a wholly owned subsidiary.
When CNMH was dissolved, Camper & Nicholsons Marinas
International Ltd became a wholly owned subsidiary of the Company.
In relation to Camper & Nicholsons Marinas International Ltd,
management has considered the performance of the business during
the last three years, and the forecast performance of the business
in 2017. As this is a specialist business there are no recent
transactions or listed businesses that are truly comparable.
However management has used businesses with similar characteristics
in estimating an appropriate EBITDA multiple range. Using the lower
end of this range of multiples, the estimated value of the business
is in excess of the carrying value of the business assets including
the goodwill of EUR1.3 million and no impairment of goodwill is
considered necessary.
18 Trade and other receivables
31 December 31 December
2016 2015
EUR000 EUR000
Trade receivables 1,428 1,017
Taxation recoverable 12 19
Other receivables 97 93
Prepayments and accrued
income 310 370
1,847 1,499
============ ============
Trade receivables are non-interest bearing and are generally on
30-90 days terms.
At 31 December 2016 receivables totalling EUR267k (2015:
EUR818k) were owed to Group companies by the Group's 50:50 joint
venture with First Eastern, Camper & Nicholsons First Eastern
("CNFE"). As at 31 December 2016, EUR51k (2015: EUR699k) was
considered to be a short term investment in the joint venture as
detailed in note 13. The trade receivables figure above includes
EUR216k (2015: EUR119k) owed to the Group by CNFE.
As at 31 December 2016 the ageing analysis of trade receivables
was as follows:
31 December 31 December
2016 2015
EUR000 EUR000
Neither past due nor
impaired 272 138
Past due but not impaired:
Less than 30 days 146 139
Between 30 and 60 days 326 183
Between 60 and 90 days 139 224
Between 90 and 120 days 144 121
Greater than 120 days 401 212
Past due and impaired:
Less than 120 days - 1
Greater than 120 days 306 301
Less impairment (306) (302)
1,428 1,017
============ ============
19 Cash and cash equivalents
31 December 31 December
2016 2015
EUR000 EUR000
Cash and cash equivalents
comprise the following:-
Cash at bank and in
hand 1,343 1,729
Short term deposits - 1,300
1,343 3,029
============ ============
20 Trade and other payables
31 December 31 December
2016 2015
EUR000 EUR000
Trade payables 180 147
Other payables 266 256
Accrued expenses 1,867 1,740
Deferred revenue 1,036 963
3,349 3,106
============ ============
Trade payables are non-interest bearing and are normally settled
on 30-90 day terms.
21 Unsecured Bond Issue
During the period ended 31 December 2010, Grand Harbour Marina
plc ("GHM") issued EUR10 million bonds, with an over-allotment
option of EUR2 million bearing an interest rate of 7%, redeemable
on 25 February 2020 and subject to an early redemption option that
may be exercised by GHM between 2017 and 2020.
As at 31 December 2016 the outstanding balance relating to these
bonds was EUR10,810k (31 December 2015: EUR10,762k) which can be
analysed as shown in the table below:
31 December 31 December
2016 2015
EUR000 EUR000
Opening balance 10,762 11,393
Amortisation of transaction
costs 48 51
Buyback of bonds - (682)
Balance at year end 10,810 10,762
============ ============
As indicated in Note 15, during 2015, the Trustees utilised some
of the cash transferred to the Sinking Fund to purchase in the
market some of the Bonds in issue. The re-purchased bonds have been
cancelled.
22 Interest bearing loans and deposits
31 December 31 December
2016 2015
EUR000 EUR000
Scotia Bank Loan 5,765 5,808
Bank Overdrafts 1 4
------------ ------------
5,766 5,812
Unsecured 7% Bond (Note
21) 10,810 10,762
Total Loans 16,576 16,574
------------ ------------
Repayable within one
year 523 687
Repayable after more
than one year 16,053 15,887
------------ ------------
Total Loans 16,576 16,574
============ ============
Interest Interest
Rate Rate
at 31 at 31
December December Due Due Due Due
2016 2015 2017 2018 2019 2020 Total
% % EUR000 EUR000 EUR000 EUR000 EUR000
Scotia Bank
Loan 4.00% 3.41% 522 1,305 3,938 - 5,765
Bank overdraft 4.85% 4.85% 1 - - - 1
Unsecured
7% Bond 7.00% 7.00% - - - 10,810 10,810
Total 523 1,305 3,938 10,810 16,576
======= ======= ======= ======= =======
Information on the maturity profiles of the loans is given in
Note 30.
Security:
The Scotia Bank loan in respect of Camper & Nicholsons
Grenada Limited ("CNGL") is secured by:
- First ranking and continuing sum Demand Mortgage Debenture
stamped for US$15 million or equivalent charge over the fixed
assets, goodwill, and uncalled capital of the borrower and a
floating charge over all other assets.
The Scotia Bank loan was re-profiled during 2014 to remove the
bullet repayment that was due at 30 June 2015 and to amend the 5.7%
fixed interest rate to a floating rate being Libor+3%. Under the
terms of the amendment the capital repayments were due to
recommence in June 2016 with the initial quarterly instalments
being $250k. During the first few months of 2016 further
discussions were held with Scotia Bank and agreement was reached
with them to reduce each of the six quarterly payments commencing
in June 2016 from $250k to $100k with the total $900k (EUR854k)
reduction in these payments being added to the final bullet payment
due in 2019.
The bank overdraft in respect of Grand Harbour Marina plc
("GHM") is secured by:
- a first general hypothec for EUR1,747k on overdraft basis over
all assets, present and future given by Grand Harbour Marina plc;
and
- a first special hypothec for EUR1,747k on overdraft basis over
the temporary utile dominium for 99 years commencing from 2 June
1999 over the land measuring 1,410 square metres at Cottonera
Waterfront Vittoriosa.
Details of the Grand Harbour Marina 7% unsecured bond are given
in Note 21.
23 Share Capital Authorised Issued & Fully Paid
2016 2015
Ordinary shares of
no par value (000) Unlimited 165,784 165,784
The share capital is shown in the consolidated Statement of
Financial Position net of issue costs of EUR2,883k (2015:
EUR2,883k).
24 Net asset value per share
The calculation of basic net asset value per share as at 31
December 2016 is based on net assets of EUR25,511k (2015:
EUR27,267k) attributable to the equity shareholders, divided by the
165,784k (2015: 165,784k) ordinary shares in issue at that date. As
there were no options outstanding at 31 December 2016 the basic and
diluted net asset value per share are the same.
25 Non-controlling interest
The non-controlling interest is all attributable to the 20.83%
non-controlling shareholding in Grand Harbour Marina plc ("GHM"),
the Group's Maltese subsidiary which owns a 45% interest in IC
Cesme Marina Yatirim Turizm ve Isletmeleri Sirketi, in Turkey.
The following is summarised financial information for the GHM
subgroup, prepared in accordance with IFRS, modified for fair value
adjustments on acquisition and differences in the Group's
accounting policies. The information is before inter-company
eliminations with other companies in the Group.
2016 2015
EUR000 EUR000
Revenues 4,231 3,727
Profit 375 202
--------- ---------
Profit attributable to non-controlling
interest 78 42
--------- ---------
Other comprehensive income - -
--------- ---------
Total comprehensive income 375 202
--------- ---------
Total comprehensive income
attributable to non-controlling
interest 78 42
--------- ---------
Current assets 2,175 2,827
Non-current assets 14,607 13,383
Current liabilities (2,660) (2,380)
Non-current liabilities (11,292) (10,866)
--------- ---------
Net assets 2,830 2,964
--------- ---------
Net assets attributable to
non-controlling interest 528 550
--------- ---------
Cash flows from operating
activities 1,673 827
Cash flows from investing
activities (1,273) (68)
Cash flows from financing
activities (1,250) (1,165)
--------- ---------
Net decrease in cash and cash
equivalents (850) (406)
--------- ---------
Dividends paid to non-controlling
interest during the year 100 -
--------- ---------
26 Commitments and contingencies
Operating lease commitments - Group as lessee
The Group carries on business from three marinas and three
office premises all of which are held under non-cancellable
operating leases. Rentals, excluding those related to IC Cesme
Marina which is not consolidated on a line by line basis, are
payable as follows:
2016 2015
EUR000 EUR000 EUR000 EUR000
Minimum Maximum Minimum Maximum
Less than one year 469 850 483 864
Between one and five
years 1,647 3,174 1,776 3,303
More than 5 years 5,105 8,848 5,417 9,542
-------------- -------------- -------------- --------------
Total 7,221 12,872 7,676 13,709
============== ============== ============== ==============
The marina leases have (a) 83 years and (b) 90 years unexpired
at 31 December 2016. In respect of lease (a) the Group has the
option to terminate in 2033 and in respect of lease (b) the
original term can be extended for a further 99 years. The rent
payable under lease (a) is based on a percentage of turnover,
subject to defined minimum and maximum levels and under lease (b)
the rent is dependent upon the square footage brought into use.
The office premises' leases range in length between 5 and 25
years and the rents are reviewable periodically to prevailing
market rates. The unexpired periods of these leases at 31 December
2016 were between 2 and 14 years. The Group ceased to occupy one of
the offices during 2012 and this was sublet at a small premium for
five years from February 2013 with a three year break clause, which
was not exercised.
Finance lease commitments - Group as lessor
The Group has granted a number of licences ranging in duration
from 25 to 45 years in respect of berths at Grand Harbour Marina.
The licence fees payable for the berth are accounted for in the
year of sale and consequently there is no future licence fee
income. Licensees are required to pay annual service charges to
defray the costs of maintenance of the berths. Because all amounts
receivable under long term licences are collected at the outset of
the contract, the Group's gross and net investment in finance
leases is zero.
Capital commitments
At 31 December 2016, the Group had contracted capital
commitments of EURNil (2015: EURNil).
Contingent liabilities
The Group had the following contingencies at 31 December
2016:
The Group's joint venture, IC Cesme, is disputing a claim by the
District Governorship of Cesme that the landside tenants/subtenants
in Cesme should pay to the Governorship a charge of 1% on the
annual revenues from 2010 to 2016 and in future years. This charge
would ultimately be the responsibility of IC Cesme in the event
that the Governorship's claim is successful and the
tenants/subtenants do not make the payment. The Board of Directors
of IC Cesme Marina believes that this claim is contrary to the
signed agreements and in this regard has initiated a legal case. As
at 31 December 2016, the potential claim would amount to EUR772k
(2015: EUR727k) with the Group's 45% share being EUR347k (2015:
EUR327k) if IC Cesme had to make payment in full.
IC Cesme, is also disputing a claim and lawsuit by the Izmir Tax
Inspection Board that it has incorrectly calculated the useful
lives of certain assets and therefore the depreciation charge for
the years between 2010 and 2013 resulting in a claim for payment of
EUR177k tax, including a EUR106k penalty. The Board of Directors of
IC Cesme, having consulted the company's Attorney, believe the
lawsuit will be cancelled in a subsequent period. However, in the
event that it was not cancelled and IC Cesme lost the lawsuit, it
would result in a liability of EUR177k (2015: EUR207k) with the
Group's 45% share being EUR80k (2015: EUR93k).
Litigation and claims
At 31 December 2016, other than the two items noted above, there
were no material claims against the Group or litigation issues with
which the Group was involved.
Guarantees
The Company and Camper & Nicholsons Grenada Services
Limited, a subsidiary, have each provided an unlimited guarantee in
favour of The Bank of Nova Scotia in support of a loan facility
provided to Camper & Nicholsons Grenada Limited.
The Company currently acts as a guarantor and sponsor of IC
Cesme's repayment obligations under the Term Facility and the
Subordinated Loan to the extent of 45% of any non-payment. As part
of the contractual arrangements for the sale of the Company's
interest in IC Cesme to GHM, GHM agreed to become guarantor in
place of the Company but the legal formalities relating to this
substitution had not been completed at the reporting date. GHM has
indemnified the Company against any loss arising. The Group's
potential liability at 31 December 2016 was EUR6,731k (2015:
EUR6,973k).
Grand Harbour Marina plc, a subsidiary, has provided a guarantee
in respect of a performance bond amounting to EUR35k (2015:
EUR35k).
Trade Mark Licence
The Company has an exclusive, perpetual, global licence to use
the Camper & Nicholsons brand and related trademarks in
connection with marinas and marina related services and is liable
to pay a royalty of, generally, 1.5% of the marina related turnover
of entities licensed to use the brand and of 1.5% of fees earned
from marina related consultancy services provided to third party
clients, subject to a minimum annual payment of EUR125k (base year
2009) rising annually in line with RPI (UK).
27 Related party transactions
27.1 Transactions with key management personnel
Information on Directors' Emoluments, the key terms of their
contracts and their interests in the shares of the Company is given
in the Directors' Report.
27.2 Administration and support services provided by Y-Lee Limited
During the year, Y-Lee Limited charged EUR55k (2015: EUR62k) to
Camper & Nicholsons Marinas Limited for providing the services
of Clive Whiley as CEO. At 31 December 2016 EURNil (2015: EURNil)
was due to Y-Lee Limited.
27.3 Office Rental agreement with Evolution Securities China Limited
When Camper & Nicholsons Marinas Limited moved offices in
October 2014 it agreed to share the office space with Evolution
Securities China Limited, a Company which, like Camper &
Nicholsons Marina Investments Limited, is majority owned by First
Eastern. During the year EUR41k (2015: EUR46k) was charged to
Evolution Securities China Limited for the provision of office
space. At 31 December 2016 EUR4k (2015: EURNil) was due to Camper
& Nicholsons Marinas Limited.
27.4 Consultancy Services provided to Victoria Quay Estate Limited ("VQEL")
During the year, Camper & Nicholsons Marinas Limited charged
EUR171k (2015: Nil) to VQEL for marina consultancy services in
relation to the proposed Victoria Quay development at East Cowes
for which VQEL is the developer. First Eastern, which has a 59%
shareholding in Camper & Nicholsons Marina Investments Limited,
is also the lead investor in VQEL. At 31 December 2016 EUR126k
(2015: EURNil) was due to Camper & Nicholsons Marinas
Limited.
28 Financial Instruments
The fair values of financial assets and financial liabilities,
together with the carrying amounts, as at 31 December 2016 and 31
December 2015, in the consolidated statement of financial position,
are as follows.
31 December 31 December
2016 2015
Carrying Fair Carrying Fair
Amount Value Amount Value
EUR000 EUR000 EUR000 EUR000
Financial assets not measured
at Fair Value
Trade and Other Receivables 1,847 1,847 1,499 1,499
Cash and Cash equivalents 1,343 1,343 3,029 3,029
Assets held under
Trust (Note 15) 1,926 1,926 1,118 1,118
Cash pledges 4,047 4,047 4,008 4,008
Financial liabilities not
measured at Fair Value
Loans and Borrowings (5,766) (5,766) (5,812) (5,812)
Unsecured 7% Bond (10,810) (11,189) (10,762) (11,792)
Trade and Other liabilities (3,349) (3,349) (3,106) (3,106)
Other payables (662) (662) (277) (277)
The Unsecured 7% Bond is a financial instrument that is quoted
on the Malta Stock Exchange albeit that the market for the Bond is
considered to be illiquid. The fair value of the bonds in issue at
31 December 2016, as shown above, is based on the trading price
existing at the balance sheet date of EUR102.0 (2015: EUR107.5) per
EUR100 nominal value.
.
29 Financial risk management objectives and policies
The Group holds cash and liquid resources, bank and other loans
as well as debtors and creditors arising from its operations.
The main risks arising from the Group's financial instruments
and its fixed assets are market price risk, credit risk, liquidity
risk, interest rate risk and exchange rate risk. The directors
regularly review and agree policies for managing these risks and
these are summarised as follows:
Market price risk
The Group's exposure to market price risk relates mainly to
changes in the value of its marina assets. Marinas and marina
related real estate are inherently difficult to value due to the
individual nature and particular characteristics of each property.
As a result, professional valuations are subject to uncertainty and
there can be no assurance that estimates resulting from the
valuation process will reflect the actual sale price achievable in
the marketplace.
The market value of the Group's marinas may be affected by
general economic conditions, including changes in interest rates
and inflation, by conditions and pricing within the markets in
which the Group operates. It may also be affected by changes in the
political and economic climate in the countries or regions within
which the Group's assets are situated.
Operating income and capital values may also be affected by
other factors specific to the marina industry such as competition
from other marina owners, the perceptions of berth holders (and
prospective berth holders) of the attractiveness, convenience and
safety of marinas, and increases in operating costs such as labour,
maintenance and insurance etc.
The Directors monitor market value by having annual valuations
carried out by CBRE Limited.
Credit risk
Credit risk is the risk that an issuer or counterparty will be
unable or unwilling to meet a commitment that it has entered into
with the Group. The nature of the Group's business is such that the
amount of credit extended to individual external customers is
usually small in order that significant concentrations of credit
risk within the Group can be avoided. Whilst developing the Camper
& Nicholsons First Eastern ("CNFE") business, however, the two
partners have allowed the joint venture to take extended credit on
amounts due and at 31 December 2016, in addition to the shareholder
loan of EUR1,186k (2015: EUR276k), receivables totalling EUR267k
(2015: EUR818k) were due to Group companies from CNFE. As explained
in Note 18, at 31 December 2016, EUR51k (2015: EUR699k) of this
receivables amount is considered to be a short term investment in
the joint venture.
Liquidity risk
Liquidity risk is the risk the Group will encounter in realising
assets or otherwise raising funds to meet financial commitments.
Investments in marinas and marina related real estate are
relatively illiquid.
Management monitor the Group's cash flow requirements on a
weekly basis to ensure there is sufficient cash on demand to meet
capital expenditure commitments and expected operational expenses,
including the servicing of financial obligations; this excludes the
potential impact of circumstances that cannot reasonably be
predicted.
Interest rate risk
The Group's exposure to market risk for changes in interest
rates relates primarily to the Group's cash deposits and to its
bank and other borrowings. In respect of cash balances, the Group's
strategy is to maximise the amount of cash held on interest bearing
accounts and to ensure that those accounts attract a competitive
interest rate.
The Group may be exposed to the risk of interest rate
fluctuations as borrowings may be obtained on either floating or
fixed interest rate terms. It is the Group's policy not to hedge
against interest rate risks.
Increases in interest rates may increase the costs of the
Group's borrowings, in particular on floating interest rate loans
and may have an adverse effect on the Group.
Exchange rate risk
The Group makes investments in currencies other than Euros, the
base currency of the Company. The Company's net asset value is
reported in Euros. Changes in the rates of exchange may have an
effect on the value, price or income of such investments. A change
in foreign currency exchange rates may impact returns on the
Group's non-Euro denominated investments. The Group intends to
incur borrowings of up to 100% of the Company's net asset value
and, where possible, it will mitigate the exchange rate risk by
matching the investment and borrowing currencies.
Capital management
The Board's policy is to maintain a strong capital base so as to
maintain investor, creditor and market confidence and to sustain
future development of the business. Equity consists of share
capital and retained earnings. The Board of Directors monitors the
return on capital, which the Company defines as the profit for the
year divided by total shareholders' equity.
30 Financial instruments
30.1 Credit risk
The carrying amount of financial assets represents the maximum
credit exposure. The maximum credit exposure to credit risk at the
reporting date was:
Carrying amount
31 December
Financial Assets 31 December 2016 2015
EUR000 EUR000
Trade receivables 1,428 1,017
Other receivables 109 112
Cash Pledges 4,047 4,008
Assets held under
Trust 1,926 1,118
Cash and cash equivalents 1,343 3,029
Total 8,853 9,284
================= ============
Cash and cash equivalents represents funds deposited with
several major Banks, the most significant being; HSBC, Bank of
Valletta and Scotia Bank which are rated BBB to AA- based on Fitch
Agency ratings.
The maximum exposure to credit risk for trade receivables at the
reporting date by type of customer was:-
Carrying amount
31 December2015
Trade Receivables 31 December 2016
EUR000 EUR000
Individual 207 196
Legal entities 1,123 923
Agents 404 200
1,734 1,319
Amounts provided
for (306) (302)
Carrying amount 1,428 1,017
================== =======
Information relating to the ageing of receivables at the
reporting date and associated impairment is provided in note
18.
30.2 Liquidity risk
The following are the contractual maturities of financial
liabilities, including estimated interest payments:
Financial Contractual
6 - 1 - 3 -
Liabilities Carrying Cash 6 Months 12 2 5
or
Amount Flows less Months Years Years
31 December
2016 EUR000 EUR000 EUR000 EUR000 EUR000 EUR000
Scotia
Bank loan 5,765 (6,257) (305) (443) (1,496) (4,013)
7% Bond
Issue 10,810 (13,657) (384) (384) (768) (12,121)
Bank overdraft 1 (1) (1) - - -
Trade payables 180 (180) (180) - - -
--------- ------------ --------- -------- -------- ---------
Total 16,756 (20,095) (870) (827) (2,264) (16,134)
========= ============ ========= ======== ======== =========
31 December
2015
Scotia
Bank loan 5,808 (6,393) (329) (553) (1,084) (4,427)
7% Bond
Issue 10,762 (14,425) (384) (384) (768) (12,889)
Bank overdraft 4 (4) (4) - - -
Trade payables 147 (147) (147) - - -
Total 16,721 (20,969) (864) (937) (1,852) (17,316)
========= ============ ========= ======== ======== =========
As detailed in Note 22, since 1 July 2015, the Scotia Bank loan
has been subject to a floating interest rate of Libor plus 3%.
Also as indicated in Note 22, during the first few months of
2016 negotiations were completed with Scotia Bank to reduce, by
US$0.9 million, the capital repayments required to be made between
June 2016 and September 2017. This change has been reflected in the
2016 figures above but not in the 2015 figures. If the change had
been reflected in the 2015 figures above the total contractual cash
outflow on the Scotia Bank loan would have increased to EUR6,460k
with EUR191k within 6 months, EUR282k in the 6 to 12 month period,
EUR691k in the 1 to 2 year period and EUR5,296k in the 3 to 5 years
period.
30.3 Exposure to interest rate risk
The Group is subject to changes in base interest rates as may be
announced by the European Central Bank from time to time and to
changes in the market rates for LIBOR. Based on the gross value of
loans outstanding as at 31 December 2016 that are subject to
variable interest rates, an increase of 100 bps (2015: 100bps)
would reduce profit before tax by EUR80k (2015: EUR86k). Similarly
a reduction of 100bps (2015: 100bps) on all of the Group's
borrowings subject to variable interest rates would increase profit
before tax by EUR80k (2015: EUR86k).
30.4 Exposure to currency risk
The Company's exposure to foreign currency risk at 31 December
was as follows, based on notional amounts:
EUR000 based on year 31 December 31 December
end exchange rates 2016 2015
Cash at bank
GB Pounds 33 487
US Dollars 87 224
EC Dollars 72 190
Trade receivables
GB Pounds 546 830
EC Dollars 121 99
Borrowings
US Dollars 5,765 5,808
Exchange Rate to Euro Table
The following significant exchange rates versus the Euro applied
during the year:
Currency Average Year end
rate rate
2016 2015 2016 2015
GB Pounds 1.2203 1.3778 1.1680 1.3624
US Dollars 0.9034 0.9013 0.9487 0.9185
EC Dollars 0.3346 0.3317 0.3514 0.3374
Turkish Lira 0.2991 0.3305 0.2695 0.3147
Sensitivity analysis
A 10 percent strengthening of the Euro against the year end rate
for the following currencies at 31 December would have increased /
(decreased) equity by the amounts shown below whilst a 10 per cent
strengthening of the average Euro rate during the year would have
increased / (decreased) profit or loss by the amounts shown below.
This analysis assumes that all other variables, in particular
interest rates remain constant. The analysis is performed on the
same basis for 2015.
31 December 31 December
2016 2015
------------------- -------------------
Profit Profit
Equity or Loss Equity or Loss
EUR000 EUR000 EUR000 EUR000
GB Pounds (50) 183 (145) 228
US Dollars (1,648) 7 (1,511) 7
Turkish Lira (136) (29) (61) 131
A 10 percent weakening of the Euro against the year-end rates
and average rates would have had the equal but opposite effect on
the above currencies to the amounts shown above, on the basis that
all other variables remain constant.
31 Substantial shareholdings
As at 29 March 2017 the Directors had been notified, or were
aware, of the following holdings representing more than 3 per cent
of the Company's issued share capital:
% held
First Eastern (Holdings)
Ltd 34.45%
FE Marina Investments
Ltd 25.00%
Richard Griffiths 14.36%
Henderson Global Investors
Ltd 4.84%
Martin Bralsford 3.53%
Overseas Asset Management
(Cayman) Ltd 3.43%
Sir Christopher Lewinton 3.13%
Included in the holding for Martin Bralsford are 1,300,000
ordinary shares (0.78% of the issued share capital) owned by Dirac
Ltd, a company incorporated in Jersey, of which Mr Bralsford is the
sole Director and beneficiary.
32 Post balance sheet events
Between the end of the reporting period and the date of signing
of these consolidated financial statements, the Group's joint
venture, IC Cesme Marina, repaid a total of EUR1,970k (group's 45%
share, EUR886k) of the subordinated loan from Isbank. As explained
in note 16, the subordinated loan was backed by pledged cash
balances from the joint venture partners and a total of EUR932k was
repaid to the Group which represents both the capital amount repaid
and accumulated interest.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR EANDNASSXEFF
(END) Dow Jones Newswires
March 30, 2017 02:01 ET (06:01 GMT)
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