EX-99.1 10 a07-5968_1ex99d1.htm EX-99.1

Exhibit 99.1

Registered No. 3203996

Morgans Hotel Group Europe Limited

Annual report

For the year ended 31 December 2006




Morgans Hotel Group Europe Limited

Directors and advisers

Directors

R Bloom

J Quicksilver

E Scheetz

D Hamamoto

Secretary and registered office

Bibi Ali

MacFarlanes

10 Norwich Street

London EC4A 1BD

Solicitors

MacFarlanes

10 Norwich Street

London EC4A 1BD

Registered auditors

BDO Stoy Hayward LLP
8 Baker Street
London, W1U 3LL

Bankers

National Westminster Bank PLC

135 Bishopsgate

London EC2M 3UR

1




Report of the Independent Registered Public Accounting Firm To the Board of Directors of Morgans Hotel Group Europe Limited

We have audited the financial statements of Morgans Hotel Group Europe Limited which comprise the consolidated balance sheet as of December 31, 2006 and the related consolidated profit and loss account, cash flow statement and related notes for the year ended December 31, 2006. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Morgans Hotel Group Europe Limited as at December 31, 2006, and the results of its operations and its cash flows for the year ended December 31, 2006 in conformity with generally accepted accounting principles in the United Kingdom.  Accounting principles generally accepted in the United Kingdom vary in certain significant respects from accounting principles generally accepted in the United States of America.  Information relating to the nature and effect of such differences is presented in note 24 to the financial statements.

BDO Stoy Hayward LLP

Chartered Accountants and Registered Auditors

London, UK

March 15, 2007

2




Consolidated profit and loss account
for the year ended 31 December 2006

 

 

 

 

 

 

(Unaudited)

 

 

 

Notes

 

2006

 

2005

 

 

 

 

 

£000

 

£000

 

Turnover

 

 

 

30,118

 

26,206

 

Cost of sales

 

 

 

(7,560

)

(7,084

)

Gross profit

 

 

 

22,558

 

19,122

 

 

 

 

 

 

 

 

 

Administrative expenses

 

 

 

(13,988

)

(14,441

)

 

 

 

 

 

 

 

 

Operating profit

 

3

 

8,570

 

4,681

 

 

 

 

 

 

 

 

 

Interest receivable

 

 

 

397

 

218

 

Interest payable and similar charges

 

4

 

(6,721

)

(7,932

)

Exceptional Interest Charge

 

5

 

 

(3,357

)

Net interest payable

 

 

 

(6,324

)

(11,071

)

 

 

 

 

 

 

 

 

Profit /(Loss) on ordinary activities before taxation

 

 

 

2,246

 

(6,390

)

 

 

 

 

 

 

 

 

Tax on profit /(loss) on ordinary activities

 

6

 

 

 

 

 

 

 

 

 

 

 

Profit / (Loss) for the financial year

 

 

 

(2,246

)

(6,390

)

 

All income and expenditure arises from continuing operations.

The group has no recognised gains or losses other than the profit for the year.

The historical cost profit and reported profit are the same.

3




Consolidated balance sheet
At 31 December 2006

 

 

 

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

Notes

 

2006

 

2006

 

2005

 

2005

 

 

 

 

 

£000

 

£000

 

£000

 

£000

 

Fixed assets

 

 

 

 

 

 

 

 

 

 

 

Tangible assets

 

8

 

 

 

101,828

 

 

 

104,209

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Stock

 

9

 

209

 

 

 

147

 

 

 

Debtors

 

11

 

2,769

 

 

 

2,338

 

 

 

Cash at bank and in hand

 

 

 

12,265

 

 

 

8,443

 

 

 

 

 

 

 

15,243

 

 

 

10,928

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Creditors: amounts falling due within one year

 

12

 

(4,795

)

 

 

(3,954

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net current assets

 

 

 

 

 

10,448

 

 

 

6,974

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets less current liabilities

 

 

 

 

 

112,276

 

 

 

111,183

 

 

 

 

 

 

 

 

 

 

 

 

 

Creditors: amounts falling due after more than one year

 

13

 

 

 

(103,380

)

 

 

(104,533

)

 

 

 

 

 

 

 

 

 

 

 

 

Net assets

 

 

 

 

 

8,896

 

 

 

6,650

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital and reserves

 

 

 

 

 

 

 

 

 

 

 

Called up share capital

 

15

 

 

 

5,000

 

 

 

5,000

 

Share premium account

 

16

 

 

 

10,000

 

 

 

10,000

 

Other capital reserve

 

16

 

 

 

9,460

 

 

 

9,460

 

Profit and loss account

 

16

 

 

 

(15,564

)

 

 

(17,810

)

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ funds

 

18

 

 

 

8,896

 

 

 

6,650

 

 

4




Company balance sheet
At 31 December 2006

 

 

 

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

Notes

 

2006

 

2006

 

2005

 

2005

 

 

 

 

 

£000

 

£000

 

£000

 

£000

 

Fixed assets

 

 

 

 

 

 

 

 

 

 

 

Investment in subsidiary

 

10

 

 

 

35,000

 

 

 

35,000

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Debtors

 

11

 

400

 

 

 

400

 

 

 

Cash at bank and in hand

 

 

 

5

 

 

 

5

 

 

 

 

 

 

 

405

 

 

 

405

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Creditors: amounts falling due within one year

 

12

 

(12,634

)

 

 

(12,634

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net current liabilities

 

 

 

 

 

(12,229

)

 

 

(12,229

)

Net assets

 

 

 

 

 

22,771

 

 

 

22,771

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital and reserves

 

 

 

 

 

 

 

 

 

 

 

Called up share capital

 

15

 

 

 

5,000

 

 

 

5,000

 

Share premium account

 

17

 

 

 

10,000

 

 

 

10,000

 

Other capital reserve

 

17

 

 

 

9,460

 

 

 

9,460

 

Profit and loss account

 

17

 

 

 

(1,689

)

 

 

(1,689

)

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ funds

 

18

 

 

 

22,771

 

 

 

22,771

 

 

5




Consolidated cash flow statement
for the year ended 31 December 2006

 

 

 

 

 

 

(Unaudited)

 

 

 

Notes

 

2006

 

2005

 

 

 

 

 

£000

 

£000

 

Net cash inflow from operating activities

 

21

 

12,067

 

7,036

 

 

 

 

 

 

 

 

 

Returns on investments and servicing of finance

 

22

 

(6,324

)

(11,514

)

 

 

 

 

 

 

 

 

Capital expenditure

 

22

 

(671

)

(1,536

)

 

 

 

 

 

 

 

 

Net Cash inflow/(outflow) before use of liquid resources and financing

 

 

 

5,072

 

(6,014

)

 

 

 

 

 

 

 

 

Management of liquid resources

 

22

 

 

4,230

 

 

 

 

 

 

 

 

 

Financing

 

22

 

(1,250

)

9,829

 

 

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

 

 

3,822

 

8,045

 

 

Reconciliation of net debt
for the year ended 31 December 2006

 

 

 

 

 

 

(Unaudited)

 

 

 

Notes

 

2006

 

2005

 

 

 

 

 

£000

 

£000

 

Increase in cash in the year

 

 

 

3,822

 

8,045

 

Net cash outflow/(inflow) from decrease / (increase) in debt

 

23

 

1,242

 

(9,829

)

Non cash movements

 

23

 

(339

)

518

 

 

 

 

 

 

 

 

 

Movements in net debt in the year

 

 

 

4,725

 

(1,266

)

Net debt at the start of the year

 

 

 

(97,340

)

(96,074

)

 

 

 

 

 

 

 

 

Net debt at the end of the year

 

23

 

(92,615

)

(97,340

)

 

6




Notes to the financial statements for the year ended 31 December 2006

1.              Principal accounting policies

The consolidated financial statements have been prepared under the historical cost convention and in accordance with applicable Accounting Standards in the United Kingdom. A summary of the more important accounting policies is set out below.

Basis of consolidation

The consolidated financial statements include financial statements of the company and its subsidiary undertaking made up to 31 December 2006.

Investments

Investments are stated at cost or cost less provision where there is a permanent diminution in value.

Fixed assets and depreciation

Tangible fixed assets are stated at cost less depreciation and any provision for impairment. Assets are depreciated to their residual values on a straight line basis over their estimated useful lives as follows:

Freehold buildings

 

50 years

 

Building surface finishes

 

25 years

 

Plant and machinery

 

15 years

 

Fixtures, fittings and equipment

 

5 – 10 years

 

 

No depreciation is provided on freehold land. No residual values are ascribed to building surface finishes.

Interest paid on fixed assets purchases is capitalised up until the time the asset is available for use.

Foreign currency transactions

Translations into sterling are made at the average of rates ruling throughout the period for profit and loss items and at the rate ruling at 31 December 2006 for assets and liabilities.  Exchange differences arising in the ordinary course of trading are included in the profit and loss account.

Deferred taxation

Deferred taxation is provided in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events have occurred which result in an obligation to pay more or less tax in the future.

Deferred tax is measured at the average tax rates which apply in the period in which the timing differences are expected to reverse. Deferred tax is measured on a non-discounted basis.

Deferred tax assets are regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it is more likely than not that there will be adequate future taxable profits against which to recover carried forward tax losses.

7




Finance costs

Finance costs are included within the carrying value of the loan and are amortised over the term of the loan.

Stocks

Stocks are stated at the lower of cost and net realisable value.

Turnover

Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services to customers.  Turnover arises wholly in the United Kingdom.

Pension scheme

The group operates a defined contribution pension scheme. Contributions are charged to the profit and loss account in the period in which they are incurred.

2.              Staff numbers and costs

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

Number

 

Number

 

The average number of employees in the year was:

 

 

 

 

 

Hotel operating staff

 

141

 

150

 

Management/administration

 

31

 

30

 

Sales and marketing

 

11

 

12

 

Maintenance

 

20

 

21

 

Total

 

203

 

213

 

 

The aggregate payroll costs for these persons were as follows:

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£’000

 

£’000

 

Wages and salaries

 

5,730

 

5,476

 

Social security costs

 

444

 

407

 

Pension costs

 

44

 

47

 

 

 

6,218

 

5,930

 

 

None of the directors received any remuneration during the year (2005: Nil).

Funded defined contribution scheme for employees (group scheme)

Pension costs of £44,000 (2005: £47,000) were charged to the profit and loss account of which £nil (2005: nil) was outstanding at the balance sheet date.

The pension scheme is held with Standard Life and is administered by Inter Alliance.

8




3.              Operating profit

This is arrived at after charging:

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£’000

 

£’000

 

Auditors’ remuneration:

 

 

 

 

 

Group

 

50

 

63

 

Company

 

10

 

13

 

Non audit – Group (Tax compliance)

 

 

182

 

 

 

 

 

 

 

Depreciation of tangible fixed assets

 

2,778

 

3,267

 

Loss on disposal of fixed assets

 

274

 

 

 

4.              Interest payable and similar charges

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£’000

 

£’000

 

Amounts payable on bank loans and overdrafts

 

6,721

 

7,220

 

Amounts payable on loans due to related parties

 

 

712

 

 

 

6,721

 

7,932

 

 

5.              Exceptional Interest Charge

During 2005 Morgans Hotel Group Europe undertook a review of their debt structure.  In November 2005 Management took advantage of the improvement in the Company’s business performance and a favourable capital market and secured new financing at more competitive rates providing a strong, stable financial base from which to operate in the future.  Costs of £3,357,000 were incurred in cancelling the previous loan financing in the 2005 financial statements.

9




6.              Taxation

(a) Analysis of charge in the year

No corporation tax has been provided due to tax losses carried forward from prior years (2005: nil)

(b) Factors affecting tax charge for the year

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£’000

 

£’000

 

Loss on ordinary activities before tax

 

2,246

 

(6,390

)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 30% (2005: 30%)

 

674

 

(1,917

)

 

 

 

 

 

 

Effects of:

 

 

 

 

 

Expenses not deductible for tax purposes

 

171

 

194

 

Capital allowances in excess of depreciation

 

695

 

739

 

Tax losses

 

(1,540

)

984

 

Tax charge for the period

 

 

 

 

(c) Factors affecting future tax charges

In respect of the company’s tax losses, no deferred tax asset has been recognised due to uncertainty regarding the group’s future trading results (see note 14).

7.              Profit for the financial year

The company has taken advantage of the exemption allowed under section 230 of the Companies Act 1985 and has not presented it’s own profit & loss account, in these financial statements. The profit for the year is £Nil (2005:Loss £712,000).

10




8.              Fixed assets - Group

 

 

Land and
buildings

 

Plant and
machinery

 

Fixtures,
fittings and
equipment

 

Total

 

 

 

£000

 

£000

 

£000

 

£000

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

 

At 1 January 2006

 

100,584

 

7,999

 

12,992

 

121,575

 

Additions

 

 

346

 

325

 

671

 

Disposal

 

 

(55

)

(1,710

)

(1,765

)

At 31 December 2006

 

100,584

 

8,290

 

11,607

 

120,481

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

 

 

 

 

At 1 January 2006

 

5,870

 

3,174

 

8,322

 

17,366

 

Charge for the year

 

1,029

 

552

 

1,197

 

2,778

 

Disposals

 

 

(15

)

(1,476

)

(1,491

)

At 31 December 2006

 

6,899

 

3,711

 

8,043

 

18,653

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

At 31 December 2006

 

93,685

 

4,579

 

3,564

 

101,828

 

At 31 December 2005

 

94,714

 

4,825

 

4,670

 

104,209

 

 

Included in total net book value of land and buildings is £41,955,000 (2005: £42,839,000) of long leasehold property and £4,219,000 (2005: £4,245,000) of capitalised interest (net of accumulated depreciation).

All tangible fixed assets of the group are held by the subsidiary undertaking, Morgans Hotel Group London Limited.

11




9.              Stock

 

 

 

 

(Unaudited)

 

 

 

Group
2006

 

Group
2005

 

 

 

£000

 

£000

 

Consumables

 

209

 

147

 

 

10.       Investment in subsidiary company

 

 

 

 

(Unaudited)

 

 

 

Company

 

Company

 

 

 

£000

 

£000

 

At 1 January 2006 and 31 December 2006

 

35,000

 

35,000

 

 

The company owns 100% of the ordinary shares of Morgans Hotel Group London Limited, a company incorporated in England and Wales, whose principle activity is the operation of two Morgans Hotel Group hotels in London.

11.        Debtors: amounts due within one year

 

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

Group
2006

 

Company
2006

 

Group
2005

 

Company
2005

 

 

 

£000

 

£000

 

£000

 

£000

 

Trade debtors

 

1,471

 

 

1,193

 

 

Amounts due from related parties

 

857

 

400

 

741

 

400

 

Prepayments and accrued income

 

441

 

 

404

 

 

 

 

2,769

 

400

 

2,338

 

400

 

 

12.       Creditors: amounts falling within one year

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

Group
2006

 

Company
2006

 

Group
2005

 

Company
2005

 

 

 

£000

 

£000

 

£000

 

£000

 

Bank loans

 

1,500

 

 

1,250

 

 

Trade creditors

 

356

 

 

338

 

 

Amounts due to group undertakings and related parties

 

520

 

12,634

 

469

 

12,634

 

Taxation and social security

 

675

 

 

399

 

 

Accruals and deferred income

 

1,744

 

 

1,498

 

 

 

 

4,795

 

12,634

 

3,954

 

12,634

 

 

12




13.       Creditors: amount falling due after more than one year

 

 

 

 

(Unaudited)

 

 

 

Group
2006

 

Group
2005

 

 

 

£000

 

£000

 

Bank loans

 

103,380

 

104,533

 

 

 

103,380

 

104,533

 

 

Bank loans are repayable as follows:

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£’000

 

£’000

 

In one year or less, or on demand

 

1,500

 

1,250

 

In more than one year, but not more than two years

 

2,083

 

1,500

 

In more than two years, but not more than five years

 

101,297

 

103,033

 

 

 

104,880

 

105,783

 

 

Bank loans are as follows:

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£’000

 

£’000

 

Sterling bank loans: 6.280%

 

104,880

 

105,783

 

 

 

104,880

 

105,783

 

 

Bank loans are repayable in monthly instalments, are denominated in sterling and bear interest at a fixed rate as noted above.

The bank loan is secured by way of a first ranking legal charge over the properties including fixtures, fittings and property management agreements, and an assignment over all revenues due from operation of the properties.

13




14.       Deferred taxation

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£’000

 

£’000

 

The unrecognised deferred tax asset comprises:

 

 

 

 

 

Short term timing differences

 

107

 

(726

)

Losses

 

4,853

 

5,216

 

Total deferred tax asset

 

4,960

 

4,490

 

 

Deferred tax assets have not been recognised in respect of the losses carried forward or short term timing differences. These assets can only be utilised against future suitable taxable profits and, at present, it is unclear as to the likelihood and timing of sufficient profits in the foreseeable future.

15.       Called up share capital

 

 

 

(Unaudited)

 

 

 

31 December
2006

 

31 December
2005

 

 

 

£000

 

£000

 

Authorised

 

 

 

 

 

1,000 ordinary shares of £1 each

 

1

 

1

 

2,499,999 A ordinary shares of £1 each

 

2,500

 

2,500

 

2,499,999 B ordinary shares of £1 each

 

2,500

 

2,500

 

2 preferred non-voting ordinary shares of £1 each

 

 

 

 

 

5,001

 

5,001

 

Allotted, called up and fully paid

 

 

 

 

 

2 ordinary shares of £1 each

 

 

 

2,499,999 A ordinary shares of £1 each

 

2,500

 

2,500

 

2,499,999 B ordinary shares of £1 each

 

2,500

 

2,500

 

1 preferred non-voting ordinary shares of £1 each

 

 

 

 

 

5,000

 

5,000

 

 

Both the A and B ordinary shares carry equal voting rights, equal rights to dividends and equal rights on winding up and rank pari passu with each other.  The preferred ordinary shares carry non-voting rights and rank pari passu with the A and B ordinary shares.

14




16.       Reserves - group

 

 

Share
premium

 

Other capital
reserve

 

Profit and
loss account

 

 

 

£000

 

£000

 

£000

 

 

 

 

 

 

 

 

 

At 1 January 2006

 

10,000

 

9,460

 

(17,810

)

Profit for the financial year

 

 

 

2,246

 

At 31 December 2006

 

10,000

 

9,460

 

(15,564

)

 

17.       Reserves - company

 

 

Share
Premium

 

Other capital
reserve

 

Profit and
loss account

 

 

 

£000

 

£000

 

£000

 

 

 

 

 

 

 

 

 

At 1 January 2006

 

10,000

 

9,460

 

(1,689

)

Profit for the financial year

 

 

 

 

At 31 December 2006

 

10,000

 

9,460

 

(1,689

)

 

18.       Reconciliation of movements in shareholders’ funds

 

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

Group
2006

 

Company
2006

 

Group
2005

 

Company
2005

 

 

 

£000

 

£000

 

£000

 

£000

 

Profit / (Loss) for the financial year

 

2,246

 

 

(6,390

)

(712

)

 

 

 

 

 

 

 

 

 

 

Net movement in shareholders’ funds

 

2,246

 

 

(6,390

)

(712

)

Opening shareholders’ funds

 

6,650

 

22,771

 

13,040

 

23,483

 

Closing shareholders’ funds

 

8,896

 

22,771

 

6,650

 

22,771

 

 

15




19. Immediate and ultimate controlling parties

Morgans Hotel Group Europe Limited was owned 50% by Burford Hotels Limited, whose ultimate holding company is Lehman Brothers Holdings Inc., a company incorporated in the state of Delaware in the USA.

The consolidated accounts of Lehman Brothers Holdings Inc are available to the public from 399, Park Avenue, New York, USA and from One Broadgate, London.

From the 16th February 2007 Morgans Hotel Group Europe Limited is owned 50% by Walton MG Hotels Investors V, LLC, an affiliate of Walton Street Capital LLC., a company incorporated in the state of Delaware in the USA.

The other 50% is owned by Royalton Europe Holdings LLC, a wholly owned subsidiary of Morgans Hotel Group Co, a company incorporated in the USA, whose principal place of business is 475 10th Avenue New York, NY 10018 USA.

20.       Related party transactions

Morgans Hotel Group UK Management Limited

Morgans Hotel Group UK Management Limited is 100% owned by Morgans Hotel Group Co.

Morgans Hotel Group UK Management Limited charge Morgans Hotel Group Europe Limited a management fee and staff costs relating to hotel management, which totalled £2,865,000 (2005: £2,520,000).

SC London Limited

SC London Limited is indirectly owned 50% by Morgans Hotel Group Co and 50% by Chodorow Ventures LLC.

SC London Limited pays rent and recharged expenditure to Morgans Hotel Group Europe Limited, which totalled £3,729,000 (2005: £3,396,000).

Related party balances and transactions

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Debtors: amounts falling within one year

 

 

 

 

 

SC London Limited

 

345

 

246

 

Morgans Hotel Group Co

 

400

 

400

 

Other Morgans Hotel Group Co companies

 

112

 

95

 

 

 

857

 

741

 

 

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Creditors: amounts falling due within one year

 

 

 

 

 

Morgans Hotel Group UK Management Limited

 

318

 

270

 

SC London Limited

 

97

 

197

 

Other Morgans Hotel Group Co companies

 

105

 

2

 

 

 

520

 

469

 

 

16




The directors confirm that there were no related party transactions other than those disclosed in these financial statements and that all transactions were undertaken on an arms length basis.

21.       Reconciliation of operating profit to net cash flow from operating activities

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Operating profit

 

8,570

 

4,681

 

Depreciation

 

2,778

 

3,267

 

Loss on disposal of assets

 

274

 

 

(Increase) / Decrease in stock

 

(62

)

62

 

(Increase) / Decrease in debtors

 

(431

)

105

 

Increase / (Decrease) in creditors

 

938

 

(1,079

)

Net cash flow from operating activities

 

12,067

 

7,036

 

 

17




22.       Analysis of cash flows

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Return on Investment and servicing of finance

 

 

 

 

 

Interest received

 

397

 

218

 

Interest on bank loan

 

(6,721

)

(11,732

)

 

 

(6,324

)

(11,514

)

Capital expenditure

 

 

 

 

 

Purchase of tangible fixed assets

 

(671

)

(1,536

)

 

 

 

 

 

 

Management of liquid resources

 

 

 

 

 

Decrease/(Increase) in restricted cash

 

 

4,230

 

 

 

 

 

 

 

Financing

 

 

 

 

 

Repayment of bank loan

 

(1,250

)

(92,750

)

Drawn down of loan (see note 13)

 

 

107,456

 

Repayment of inter-company debt

 

 

(4,877

)

 

 

(1,250

)

9,829

 

 

23.       Analysis of changes in net debt

 

 

At 1 January
2006

 

Cash flows

 

Other
non-cash
movements

 

At 31
December
2006

 

 

 

£000

 

£000

 

£000

 

£000

 

 

 

 

 

 

 

 

 

 

 

Cash at bank and in hand

 

8,443

 

3,822

 

 

12,265

 

Debt due within one year

 

(1,250

)

1,250

 

(1,500

)

(1,500

)

Debt due after more than one year

 

(106,206

)

 

1,500

 

(104,706

)

Deferred finance costs

 

1,673

 

(8

)

(339

)

1,326

 

 

 

 

 

 

 

 

 

 

 

Net debt

 

(97,340

)

5,064

 

(339

)

(92,615

)

 

18




24.       Summary of differences between United Kingdom Generally Accepted Accounting Practice (“UK GAAP”) and United States Generally Accepted Accounting Principles (“US GAAP”)

The following table contains a summary of the material adjustments to profit for the financial year between UK GAAP and US GAAP:

 

 

 

 

 

 

(Unaudited)

 

 

 

Note

 

Year ended
31 December 2006

 

Year ended
31 December 2005

 

 

 

 

 

£000

 

£000

 

Profit / (loss) for the financial year as reported under UK GAAP

 

 

 

2,246

 

(6,390

)

 

 

 

 

 

 

 

 

US GAAP adjustments:

 

 

 

 

 

 

 

Depreciation of tangible fixed assets

 

a

 

(988

)

(988

)

Financial instruments

 

b

 

2,454

 

 

 

 

 

 

 

 

 

 

Total US GAAP adjustments

 

 

 

1,466

 

(988

)

 

 

 

 

 

 

 

 

Net income / (loss) as reported under US GAAP

 

 

 

3,712

 

(7,378

)

 

The following table contains a summary of the material adjustments to shareholders’ funds between UK GAAP and US GAAP:

 

 

 

 

 

 

(Unaudited)

 

 

 

Note

 

Year ended
31 December 2006

 

Year ended
31 December 2005

 

 

 

 

 

£000

 

£000

 

Total shareholders’ funds as reported under UK GAAP

 

 

 

8,896

 

6,650

 

 

 

 

 

 

 

 

 

US GAAP adjustments

 

 

 

 

 

 

 

Depreciation of tangible fixed assets

 

a

 

(7,157

)

(6,169

)

Financial instruments

 

b

 

2,454

 

 

 

 

 

 

 

 

 

 

Total US GAAP adjustments

 

 

 

(4,703

)

(6,169

)

 

 

 

 

 

 

 

 

Shareholders’ funds under US GAAP

 

 

 

4,193

 

481

 

 

19




A summary of the principal differences between United Kingdom Generally Accepted Accounting Practice and United States Generally Accepted Accounting Principles is set out below:

(a) Depreciation of tangible fixed assets

Under UK GAAP, the freehold buildings are depreciated on a straight line basis over 50 years to their residual values.  Under US GAAP, the freehold building are depreciated on a straight line basis over 40 years and there is considered to be no residual value.  The result of this is an accelerated depreciation charge under US GAAP.

(b) Financial instruments

Under US GAAP an entity recognises all of its derivative instruments as either assets or liabilities depending on the rights or obligations under the contracts.  All derivative instruments are measured at fair value in accordance with Financial Accounting Standards Board Statement No. 133 “Accounting for Derivative Instruments and Hedging Contracts”.  The equivalent UK GAAP is not required to be applied by the Company for the periods under audit.  This adjustment reflects the impact of revaluing all the Company derivative financial instruments.

(c) Financial statement presentation

The balance sheet prepared in accordance with UK GAAP differs in certain respects from US GAAP.  Under UK GAAP, current assets are netted against current liabilities in the balance sheet whereas US GAAP requires the separate presentation of total assets and total liabilities.  UK GAAP requires assets to be presented in ascending order of their liquidity, whereas under US GAAP assets are presented in descending order of liquidity.

(d) Cash flow statement

The cash flow statement presented under UK GAAP has been presented in accordance with FRS1 (revised), “cash flow statements”. There are certain differences from UK GAAP to US GAAP with regard to the classification of items within the cash flow statement and with regard to the definition of cash and cash equivalents. In accordance with FRS1, cash flows are prepared separately for operating activities, returns on investment and servicing of finance, taxation, capital expenditure and financial investment, acquisitions and disposals, equity dividends paid, management of liquid resources and financing.

US GAAP, however, requires only three categories of cash flow activity to be reported. Under SFAS No. 95, “statement of cash flows”, cash flows are classified under operating activities (including cash flows from taxation and returns on investment and servicing of finance), investing activities and financing activities.

A summary of the Company’s operating, investing and financing activities classified in accordance with US GAAP is presented below:

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Net cash provided by (used in) operating activities

 

5,743

 

(4,478

)

Net cash (used in) investing activities

 

(671

)

(1,536

)

Net cash (used in) provided by financing activities

 

(1,250

)

14,059

 

Net increase in cash and cash equivalents

 

3,822

 

8,045

 

Cash and cash equivalents at beginning of period

 

8,443

 

398

 

Cash and cash equivalents at end of period

 

12,265

 

8,443

 

 

20