Playgolf (Holdings) PLC
29 June 2007
PLAYGOLF (HOLDINGS) PLC
('Playgolf' or 'the Company')
Final Results for the year ended 31 December 2006
CHIEF EXECUTIVE'S REVIEW
Playgolf Holdings Plc - Developing Britain's Sporting Future
Turnover for the year was £2,939,000 (2005: £2,391,000) an increase of 23% and
Gross Profits rose to £1,543,000 (2005: £1,211,000) an increase of 27%. As
predicted the loss for the year was £2,127,000 (2005: £980,000).
Company net assets stood at £10,357,000 (2005: £11,665,000) equivalent to 18p
per share.
Since the last statement issued we have continued to structure the company to
enable it to focus on the core activity of development whilst at the same time
strengthening our operations.
The composition of the Board has changed significantly. William Frewen is
stepping down as Non Executive Chairman but remains on the board as a non
executive. I would like to thank William for all his help during his period as
Chairman, particularly through the process of floatation. Mike Mealey is
stepping up from his role as non executive to that of Executive Chairman. His
experience in the city, finance and property dovetail perfectly with the
direction of the company and will be invaluable as we move forward. Hugh Fox has
left the company and has been replaced by Neil McGuinness, who is Group Finance
Director at Kilmartin Property Group. I would like to thank Hugh for all his
hard work and commitment during the 10 years we worked together and wish him all
the best for the future. Peter McEvoy is also leaving the board to concentrate
his efforts on the development of PowerPlay Golf, a company in which Playgolf
will have a 25% stake. Peter will however remain as a consultant to the company.
Jimmy Wallace has been appointed to the board as Operations Director. The
expansion of the board in this way means that we now have people focussed on all
the key components of the business for the first time.
Post year end January 2007 Kilmartin Property Group (50% owned by Halifax Bank
of Scotland) purchased a 50% stake in the East Kilbride project which provided
the company with our first development profits. Fairly soon thereafter the
Company issued some new shares in order to accommodate investor interest in the
company from among others, Kilmartin. We now have a strong share register of
investors who understand the direction and the potential of the company and we
are delighted that this is so. We also have sufficient cash to take us through
to the realisation of the development profits at East Kilbride.
Northwick Park is getting busier and investment is being made in a proper
marketing campaign for the first time. We have agreed to take full control of
the restaurant as a prelude to letting it to a third party. We expect this to
have a positive effect on the bottom line.
We have received interest in Metro from a number of parties, both to purchase
and to let, and will be taking a decision shortly. It is unlikely to remain
within the portfolio as it is not core to the business going forwards.
Playgolf Manchester is under review. The anticipated November opening of Chill
Factor next door to the range is likely to significantly increase leisure
traffic to the area. We are therefore considering an investment programme to
increase the number of activities at the range to take advantage of this.
East Kilbride is due to start on site in July and we will unveil the tenant line
up shortly. Be prepared for one or two surprises. We have received a number of
recent enquiries from local authorities and other land owners interested in our
projects. One of these has advanced to the design stage and it is this latest
design which is intended to form the blueprint for future Playgolf developments.
We hope to announce more information shortly.
I would like to thank all of our staff for their hard work in 2006 and early
2007 which has put Playgolf in a strong position , such that the Company can
look forward to the future with optimism.
David Piggins
Chief Executive
27 June 2007
Further enquiries:
David Piggins/Mike Mealey
Playgolf (Holdings) plc - Tel: 01926 422 320
Paul Shackleton/Tom Jenkins
Daniel Stewart & Company plc - Tel: 020 7776 6550
PLAYGOLF (HOLDINGS) PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2006
The directors present their report and the financial statements of the Group for
the year ended 31 December 2006.
PRINCIPAL ACTIVITIES
The principal activity of the Group is golf course and driving range management.
The subsidiary undertakings principally affecting the profits and net assets of
the Group in the year are listed in note 10 to the financial statements.
BUSINESS REVIEW
Details of the Group's performance during the year and expected future
developments are contained in the Chief Executive's Review.
RESULTS AND DIVIDENDS
The audited financial statements for the year ended 31 December 2006 are set out
on pages 6 to 19. The Group's loss for the year, after taxation and minority
interests, was £2,127,000 (2005: £980,000).
The directors recommend that no final dividend be paid (2005: £Nil).
DIRECTORS
The directors of the company who served during the year and their beneficial
interest in the shares of the Group are shown below:-
Ordinary shares Ordinary shares
of £0.002 each of £0.002 each
31 December 31 December
2006 2005
D.A.C. Piggins 11,970,128 11,970,128
H.L.W. Fox (resigned 30 April 2007) 10,796,586 10,796,586
W. Frewen 7,763,615 7,763,615
P.A. McEvoy (resigned 30 April 2007) - -
N.S. McGuinness (appointed 15 May 2007) - -
M.C. Mealey (appointed 1 February 2006) - -
J Wallace (appointed 15 May 2007)
SUBSTANTIAL SHAREHOLDINGS
In addition to the directors' shareholdings, the directors are aware of the
following substantial shareholdings in the company:
Ordinary shares of Ordinary shares of Ordinary shares of
£0.002 each £0.002 each £0.002 each
27 June 2007 31 December 2006 31 December 2005
Number % Number % Number %
Capita Trust Company
Limited 3,600,000 5.3 3,600,000 6.2 3,600,000 6.8
HSBC Global Custody
Nominees 13,082,238 19.3 7,526,683 13.0 3,677,778 6.9
J M Finn Nominees
Limited 8,609,107 12.7 5,155,525 8.9 500,000 0.9
Kilmartin
Property Group 5,555,555 8.2 - - - -
MGL Nominees
Limited 2,700,000 4.0 2,700,000 4.7 2,700,000 5.1
Raven Nominees
Limited 1,007,759 1.5 1,007,759 1.7 2,527,380 4.8
Worldwide Nominees
Limited 3,236,551 4.8 - - - -
PLAYGOLF (HOLDINGS) PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2006
SUPPLIER PAYMENT POLICY
The company's policy, which is also applied to the Group, is in the absence of
dispute to settle with suppliers as expeditiously as possible within their terms
of payment. Trade creditors of the Group at 31 December 2006 represent
approximately 90 days purchases (2005: 86 days).
DIRECTORS' INTERESTS IN CONTRACTS
No director was, or is, materially interested in any contract subsisting during,
or at the end of the financial year which was significant in relation to the
business of the Group except as documented in Note 22.
COMPLIANCE
As an AIM listed company, the Combined Code is not mandatory and the company has
therefore not produced a separate Corporate Governance or Directors'
Remuneration Report.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the annual report and the financial
statements in accordance with applicable law and United Kingdom Generally
Accepted Accounting Practice.
Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the profit or loss of the company for that period. In preparing
those financial statements, the directors are required to;
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They are also responsible for safeguarding the assets of
the company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
So far as each of the directors is aware at the time the report is approved:
• there is no relevant audit information of which the company's auditors
are unaware; and
• the directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that the
auditors are aware of that information.
CREST
The company's ordinary shares are eligible for settlement through CREST, the
system for securities to be held and transferred in electronic form rather than
in paper. Shareholders are not obliged to use CREST and can continue to hold and
transfer shares in paper without loss of rights.
AUDITORS
A resolution reappointing haysmacintyre will be proposed at the AGM in
accordance with S385(2) of the Companies Act 1985.
BY ORDER OF THE BOARD
E.J. Wainman
Secretary
27 June 2007
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS
OF PLAYGOLF (HOLDINGS) PLC
We have audited the group and parent company financial statements of Playgolf
(Holdings) Plc for the year ended 31 December 2006 which comprise the Group
Profit and Loss Account, the Group and Company Balance Sheet, the Group Cash
Flow Statement, the Group Statement of Total Recognised Gains and Losses and the
related notes. These financial statements have been prepared under the
accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance
with Section 235 of the Companies Act 1985. 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 auditors
As described in the Statement of Directors' Responsibilities the company's
directors are responsible for the preparation of the financial statements in
accordance with applicable law and United Kingdom Accounting Standards (United
Kingdom Generally Accepted Accounting Practice).
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act
1985 and whether the information given in the Directors' Report is consistent
with the financial statements. We also report to you if, in our opinion, the
company has not kept proper accounting records, if we have not received all the
information and explanations we require for our audit, or if information
specified by law regarding directors' remuneration and other transactions is not
disclosed.
We read other information contained in the Annual Report, and consider whether
it is consistent with the audited financial statements. This other information
comprises only the Directors' Report and Chief Executive's Review. We consider
the implications for our report if we become aware of any apparent misstatements
or material inconsistencies with the financial statements. Our responsibilities
do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgements made by the directors in the preparation of
the financial statements, and of whether the accounting policies are appropriate
to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion:
• the financial statements give a true and fair view, in accordance with
United Kingdom Generally Accepted Accounting Practice, of the state of the
group's and the parent company's affairs as at 31 December 2006 and of the
group's loss for the year then ended;
• the financial statements have been properly prepared in accordance with
the Companies Act 1985; and
• the information given in the directors' report is consistent with the
financial statements.
haysmacintyre Fairfax House
Chartered Accountants 15 Fulwood Place
Registered Auditors London
WC1V 6AY
27 June 2007
PLAYGOLF (HOLDINGS) PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2006
Continuing Discontinued
Operations Operations Total
2006 2006 2006 2005
Notes £'000 £'000 £'000 £'000
1
TURNOVER 2,867 72 2,939 2,391
Cost of sales (1,335) (61) (1,396) (1,180)
--------------- ------------- --------------- ---------------
GROSS PROFIT 1,532 11 1,543 1,211
Administrative expenses (2,886) (23) (2,909) (1,915)
--------------- ------------- --------------- ---------------
OPERATING LOSS 2 (1,354) (12) (1,366) (704)
Net interest payable 3 (768) - (768) (276)
Other income 50 - 50 -
Loss on disposal
of investments 20 (43) - (43) -
--------------- ------------- --------------- ---------------
LOSS ON ORDINARY
ACTIVITIES
BEFORE TAXATION (2,115) (12) (2,127) (980)
Tax on loss on
ordinary activities 6 - - - -
--------------- ------------- --------------- ---------------
LOSS FOR THE
FINANCIAL YEAR 16 (2,115) (12) (2,127) (980)
=============== ============= =============== ===============
Earnings per share
Basic 8 (3.7)p (1.8)p
=============== ===============
PLAYGOLF (HOLDINGS) PLC
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
FOR THE YEAR ENDED 31 DECEMBER 2006
Note 2006 2005
£'000 £'000
LOSS FOR THE FINANCIAL YEAR (2,127) (980)
Unrealised surplus on revaluation of
leasehold properties 16 152 5,087
------------- -----------
Total recognised gains and losses relating
to the year (1,975) 4,107
============= ===========
PLAYGOLF (HOLDINGS) PLC
CONSOLIDATED BALANCE SHEET
AT 31 DECEMBER 2006
2006 2005
Note £'000 £'000
FIXED ASSETS
Tangible assets 9 21,843 21,661
--------------- ---------------
21,843 21,661
CURRENT ASSETS
Stock 11 15 46
Debtors 12 394 640
Cash at bank and in hand 83 470
--------------- ---------------
492 1,156
CREDITORS: amounts falling due
within one year 13 (1,028) (1,113)
--------------- ---------------
NET CURRENT (LIABILITIES)/ASSETS (536) 43
--------------- ---------------
TOTAL ASSETS LESS CURRENT
LIABILITIES 21,307 21,704
CREDITORS: amounts falling due
after one year 14 (10,950) (10,039)
-------------- --------------
NET ASSETS 10,357 11,665
============== ==============
CAPITAL AND RESERVES
Called up share capital 15 116 106
Share premium account 16 3,132 2,475
Revaluation reserve 16 9,421 9,753
Merger reserve 16 467 467
Other reserves 16 400 400
Profit and loss account 16 (3,179) (1,536)
--------------- --------------
EQUITY SHAREHOLDERS' FUNDS 17 10,357 11,665
=============== ==============
The financial statements were approved by the Board of Directors on 27 June 2007
and signed on its behalf by:
D.A.C. Piggins N.S. McGuinness
Director Director
PLAYGOLF (HOLDINGS) PLC
COMPANY BALANCE SHEET
AT 31 DECEMBER 2006
2006 2005
Note £'000 £'000
FIXED ASSETS
Tangible assets 9 3 6
Investments 10 20 20
-------------- --------------
23 26
CURRENT ASSETS
Debtors 12 3,059 1,814
Cash at bank and in hand 20 324
-------------- --------------
3,079 2,138
CREDITORS: amounts falling due
within one year 13 (332) (112)
-------------- --------------
NET CURRENT ASSETS 2,747 2,026
-------------- --------------
TOTAL ASSETS LESS CURRENT
LIABILITIES 2,770 2,052
CREDITORS: amounts falling due
after one year 14 (592) -
-------------- --------------
2,178 2,052
============== ==============
CAPITAL AND RESERVES
Called up share capital 15 116 106
Share premium account 16 3,132 2,475
Profit and loss account 16 (1,070) (529)
-------------- --------------
EQUITY SHAREHOLDERS' FUNDS 2,178 2,052
============== ==============
The financial statements were approved by the Board of Directors on 27 June 2007
and signed on its behalf by:
D.A.C. Piggins N.S. McGuinness
Director Director
PLAYGOLF (HOLDINGS) PLC
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2006
2006 2005
Note £'000 £'000
Net cash outflow from operating
activities 18 (738) (404)
Returns on investment and servicing of finance
Interest received 8 22
Interest paid (776) (298)
--------------- --------------
Net cash outflow from returns on investment and
servicing of finance (768) (276)
Capital expenditure and financial investment
Purchase of tangible fixed assets (880) (6,364)
--------------- --------------
Net cash outflow from capital expenditure and
financial investment (880) (6,364)
Acquisitions and disposals
Sale of subsidiary undertaking 20 426 -
Net cash transferred with subsidiary
undertaking (14) -
--------------- --------------
Net cash inflow from acquisitions and
disposals 412 -
--------------- --------------
Cash outflow before financing (1,974) (7,044)
Financing
Issue of ordinary share capital (net
of issue costs) 667 869
Long term loans received 911 5,359
--------------- --------------
Net cash inflow from financing 1,578 6,228
--------------- --------------
Decrease in cash in the year 19 (396) (816)
=============== ==============
PLAYGOLF (HOLDINGS) PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
1. ACCOUNTING POLICIES
Basis of accounting
The financial statements have been prepared under the historical cost convention
modified to include the revaluation of the leasehold premises and in accordance
with the applicable accounting standards.
Basis of consolidation
The Group financial statements consolidate the financial statements of Playgolf
(Holdings) Plc and its subsidiary undertakings drawn up to 31 December each
year.
The results of subsidiaries acquired are accounted for from the effective date
of acquisition, using the acquisition method.
Intangible assets - goodwill
Goodwill arising on the acquisition of subsidiary undertakings, representing any
excess of the fair value of the consideration given over the fair value of the
identifiable assets and liabilities acquired, is capitalised and written off on
a straight line basis over its useful economic life, which is 20 years.
Provision is made for any impairment.
Tangible fixed assets
Leasehold land and buildings are stated at valuation, net of depreciation and
any provision for impairment. The Group has a policy of revaluing all leasehold
property, by an external valuer, upon acquisition and on completion of
construction. Thereafter, the valuation will be performed annually by the
directors and externally at least every five years.
Other tangible fixed assets are stated at cost, net of depreciation and any
provision for impairment. Depreciation is provided on all tangible fixed assets,
once completed, at rates calculated to write off the cost, less estimated
residual value, of each asset on a straight-line basis over its expected useful
life, as follows:
Leasehold land and buildings over the shorter of the lease term and 50 years
Other assets 20 -33% straight line
Investments
Except as stated below, fixed asset investments are shown at cost less provision
for impairment.
In the Company balance sheet, the investment in Golf Learning Centres Limited
and Work For Fun Limited is measured by reference to the nominal value of the
shares issued as consideration. These shares qualified for merger relief and
therefore the premium is ignored.
Stock
Stock represents goods for resale and is stated at the lower of cost and net
realisable value.
Deferred Taxation
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future or a right to
pay less tax in the future have occurred at the balance sheet date. Timing
differences between the Group's taxable profits and its results as stated in the
financial statements that arise from the inclusion of gains and losses in tax
assessments in periods different from those in which they are recognised in the
financial statements.
Turnover
Turnover represents amounts receivable for goods and services net of VAT.
Leases
Rentals applicable to operating leases where substantially all of the benefits
and risks of ownership remain with the lessor are charged to the profit and loss
account as incurred.
PLAYGOLF (HOLDINGS) PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2006
2. OPERATING LOSS 2006 2005
£'000 £'000
Operating loss is stated after charging:
Depreciation 505 264
Loss on sale of fixed asset investments 43 -
Operating lease rentals - land and buildings 388 388
- other 8 10
Auditors' remuneration - audit services 21 23
- other services 13 13
====== ======
3. NET INTEREST PAYABLE 2006 2005
£'000 £'000
Interest payable and similar charges
Bank loans and overdrafts 776 298
Interest receivable (8) (22)
------ ------
768 276
====== ======
4. STAFF COSTS 2006 2005
No. No.
The average monthly number of employees
(including Executive Directors) was: 80 61
====== ======
Their aggregate remuneration comprised:
Wages and salaries 1,329 1,156
Social security costs 136 111
------ ------
1,465 1,267
====== ======
5. DIRECTORS' REMUNERATION 2006 2005
£'000 £'000
Aggregate remuneration
The total amounts for Directors' emoluments were as
follows:
Emoluments 264 295
====== ======
Highest paid director:
Emoluments 96 100
====== ======
PLAYGOLF (HOLDINGS) PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2006
6. TAX ON PROFIT ON ORDINARY ACTIVITIES 2006 2005
£'000 £'000
(a). Analysis of charge in the year
Current tax charge
UK corporation tax (Note 6(b)) - -
===== =====
(b). Factors affecting the tax charge for the year
The differences between the total current tax shown above, and the amount
calculated by applying the standard rate of UK corporation tax to the loss
before tax is as follows:
2006 2005
£'000 £'000
Loss on ordinary activities before tax (2,127) (980)
Loss on ordinary activities before tax
multiplied by the standard UK rate of
corporation tax of 30% (2005: 30%) (638) (294)
Effects of:
Expenses not deductible for tax purposes 6 (9)
Loss on disposal of investments 13 -
Capital allowances less than/(in excess of) depreciation 58 (26)
Pre-trading expenditure adjustment - (22)
Small companies relief - (3)
Unutilised losses carried forward 561 354
------------ ------------
Current tax charge for year (Note 6(a)) - -
============ ============
The Group is carrying forward losses of £3,051,000 (2005: £1,357,000) and
non-trade loan relationships deficit of £442,000 (2005: £266,000).
7. LOSS FOR THE FINANCIAL YEAR
The Parent company has taken advantage of section 230 of the Companies Act 1985
and has not included its own profit and loss account in these financial
statements. The Group loss for the year includes a loss after taxation of
£541,000 which is dealt with in the financial statements of the company.
PLAYGOLF (HOLDINGS) PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2006
8. EARNINGS PER SHARE 2006 2005
£'000 £'000
The calculations for earnings per share are based on
the following losses
and numbers of shares:
Loss for the financial year (2,127) (980)
========== ==========
Weighted average number of shares Number Number
For basic earnings per share 57,305,256 48,813,156
========== ==========
9. TANGIBLE FIXED ASSETS Leasehold
Land and Other
Buildings Assets Total
GROUP £'000 £'000 £'000
Cost or valuation
At 1 January 2006 21,719 877 22,596
Additions 794 86 880
Revaluations 152 - 152
Disposed with
subsidiary (400) (101) (501)
--------------- ------------ --------------
At 31 December 2006 22,265 862 23,127
--------------- ------------ --------------
Depreciation
At 1 January 2006 463 472 935
Charge for the year 369 136 505
Disposed with
subsidiary (60) (96) (156)
-------------- ------------ ---------------
At 31 December 2006 772 512 1,284
-------------- ------------ ---------------
Net book value
At 31 December 2006 21,493 350 21,843
============== ============ ===============
At 31 December 2005 21,256 405 21,661
============== ============ ===============
COMPANY Other
Assets Total
£'000 £'000
Cost
At 1 January 2006 and 31 December 2006 11 11
------------ ---------------
Depreciation
At 1 January 2006 5 5
Charge for the year 3 3
------------ ---------------
At 31 December 2006 8 8
Net book value
At 31 December 2006 3 3
============ ===============
At 31 December 2005 6 6
============ ===============
PLAYGOLF (HOLDINGS) PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2006
9. TANGIBLE FIXED ASSETS (cont.)
The leasehold premises of the trading subsidiaries were revalued, in accordance
with the Group's accounting policy, on the following dates:
Subsidiary Date Valuer Valuation
£'000
Golf Learning Centres January 2005 Humberts Leisure 2,650
Limited
Playgolf (Trafford July 2000 Strutt & Parker 1,600
Centre) Limited
Playgolf (Northwick Park) June 2006 Humberts Leisure 10,500
Limited
Playgolf Kilmartin October 2006 Humberts Leisure 5,000
Limited
In the directors' opinion, the carrying value of the Group's leasehold land and
buildings equates to the open market value as at 31 December 2006.
The historical cost of leasehold land and buildings shown at the valuations
above together with subsequent expenditure is £10,508,000. The Net Book Value
based on the original cost would be £9,743,000 and the excess depreciation
relating to the revaluation is transferred annually from the revaluation
reserve.
10. FIXED ASSETS INVESTMENTS
Company
Subsidiary undertakings 2006
£'000
Cost
At 1 January 2006 and 31 December 2006 20
======
Net book value 20
======
Principal group investments
The Company had investments in the following subsidiary undertakings at the
year-end, all of which are incorporated and registered in England and Wales.
Subsidiary undertakings Principal activity Holding
Golf Learning Centres Limited Driving range 100%
management
Playgolf (Barnet Copthall) Limited Holding company 100%
Playgolf (Northwick Park) Limited Golf / Leisure 100%
management
Playgolf (Trafford Centre) Limited Driving range 100%
management
Playgolf Limited Holding company 100%
Work For Fun Limited Holding company 100%
Playgolf Kilmartin Limited Golf / Leisure 100%
management
Mix Bars Leisure Limited Restaurant Management 90%
Disposals
On 6 April 2006 the group disposed of its 100% holding in Playgolf (Heaton Park)
Limited for net consideration of £426,000 (Note 20).
PLAYGOLF (HOLDINGS) PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2006
11. STOCK Group Company
2006 2005 2006 2005
£'000 £'000 £'000 £'000
Goods for resale 15 46 - -
====== ====== ====== ======
12. DEBTORS Group Company
2006 2005 2006 2005
£'000 £'000 £'000 £'000
Trade debtors 124 44 - -
Amounts owed by group
undertakings - - 2,985 1,759
Other debtors 124 336 71 52
Prepayments and accrued
income 146 260 3 3
------ ------ ------ -------
394 640 3,059 1,814
====== ====== ====== =======
Included in other debtors in the current year, for both the Company and the
Group, is £50,000 due after more than one year (Note 22). In addition, for
the Company, amounts owed by group undertakings are due after one year.
13. CREDITORS: amounts Group Company
falling due
within one year 2006 2005 2006 2005
£'000 £'000 £'000 £'000
Bank overdraft 43 34 - -
Trade creditors 564 601 37 1
Amounts owed by
group undertakings - - 270 95
Other taxation and
social security 48 63 12 11
Other creditors 125 155 - -
Accruals and
deferred income 248 260 13 5
------ ------ ------ -----
1,028 1,113 332 112
====== ====== ====== =====
14. CREDITORS: amounts Group Company
falling due
after one year 2006 2005 2006 2005
£'000 £'000 £'000 £'000
Bank loans 10,950 10,039 592 -
------ ------ ------ ------
10,950 10,039 592 -
====== ====== ====== ======
Bank loans are
repayable as
follows:
Between one and
two years 10,950 10,039 592 -
Between two and
five years - - - -
After five years - - - -
------ ------ ------ ------
10,950 10,039 592 -
====== ====== ====== ======
The terms of the bank loans are currently being renegotiated. The bank loans are
secured against the properties of the operating companies and other assets of
the Group.
PLAYGOLF (HOLDINGS) PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2006
15. CALLED UP SHARE CAPITAL 2006 2005
£'000 £'000
Authorised
500,000,000 ordinary shares of
£0.002 each 1,000 1,000
------ -------
1,000 1,000
====== =======
Allotted, called-up and fully paid
57,990,188 ordinary shares of £0.002 each
(2005: 52,990,188 ordinary shares of £0.002 each) 116 106
------ -------
116 106
====== =======
On 22 February 2006, 5,000,000 of ordinary shares of £0.002 each were placed
with institutional investors at a price of £0.15 each, raising £750,000 before
expenses.
16. RESERVES Share Premium Revaluation Other Merger Profit and Loss
Account Reserve Reserves Reserve Account Total
£'000 £'000 £'000 £'000 £'000 £'000
Group
At 1
January
2006 2,475 9,753 400 467 (1,536) 11,559
Share
issues (net
of costs) 657 - - - - 657
Unrealised
surplus on
the
revaluation
of
leasehold
premises - 152 - - - 152
Transfer - (137) - - 137 -
Sale of
subsidiary - (347) - - 347 -
Loss for
the year - - - - (2,127) (2,127)
------- -------- -------- ------- ------- ------
At 31
December
2006 3,132 9,421 400 467 (3,179) 10,241
======= ======= ====== ====== ====== ======
Company
At 1
January
2006 2,475 - - - (529) 1,946
Share
issues (net
of costs) 657 - - - - 657
Retained
loss for
the year - - - - (541) (541)
------- -------- -------- ------- ------- ------
At 31
December
2006 3,132 - - - (1,070) 2,062
======= ======= ======= ======= ====== ======
17. RECONCILIATION OF MOVEMENTS IN GROUP 2006 2005
SHAREHOLDERS' FUNDS £'000 £'000
Loss for the financial year (2,127) (980)
Other recognised gains and losses relating the year 152 5,087
New shares issued 667 869
------------- -------------
Net addition to shareholders' funds (1,308) 4,976
Opening shareholders' funds 11,665 6,689
------------- -------------
Closing shareholders' funds 10,357 11,665
============= =============
PLAYGOLF (HOLDINGS) PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2006
18. RECONCILIATION OF OPERATING LOSS TO 2006 2005
OPERATING CASH FLOWS £'000 £'000
Operating loss (1,366) (704)
Depreciation 505 226
Other income 50 -
Decrease/(increase) in stock 20 (5)
Decrease/(increase) in debtors 88 (407)
(Decrease)/increase in creditors (35) 486
----------- -----------
Net cash outflow from operating activities (738) (404)
=========== ===========
19. ANALYSIS AND RECONCILIATION OF 1 January 31 December
NET DEBT 2006 Cashflows 2006
£'000 £'000 £'000
Cash in hand, at bank 470 (387) 83
Overdrafts (34) (9) (43)
------------- ------------- -------------
436 (396) 40
Debt due after one year (10,039) (911) (10,950)
------------- ------------- -------------
Net debt (9,603) (1,307) (10,910)
============= ============= ============
2006 2005
£'000 £'000
Decrease in cash in the year (396) (816)
Cash inflow from bank loans in the year (911) (5,359)
------------- -------------
Movement in net debt in the year (1,307) (6,175)
Net debt at 1 January 2006 (9,603) (3,428)
------------- -------------
Net debt at 31 December 2006 (10,910) (9,603)
============= ============
PLAYGOLF (HOLDINGS) PLC
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 DECEMBER 2006
20. SALE OF SUBSIDIARY UNDERTAKING
On 6 April 2006 the group disposed of its 100% holding in Playgolf (Heaton Park)
Limited for net consideration of £426,000.
On 6 April 2006 the group disposed of its 100% holding in Playgolf (Heaton Park)
Limited for net consideration of £426,000.
Net assets disposed of £'000
Fixed assets 345
Stocks 11
Debtors 158
Cash 14
Creditors (59)
-------------
469
Loss on disposal (43)
-------------
426
=============
Satisfied by
Cash 426
=============
21. FINANCIAL COMMITMENTS 2006 2005
Land and Land and
Buildings Other Buildings Other
£'000 £'000 £'000 £'000
Group
Expiry date
Within one year - 3 - -
Between two and five years - - - 8
After five years 388 - 388 -
------------- ------------- ------------ -----------
At 31 December 2006 388 3 388 8
============= ============= ============ ===========
22. RELATED PARTY TRANSACTIONS
On 14 June 2005, the Group sold its investment in Playgolf (2005) Limited,
previously named Playgolf (Calverley) Limited, to D.A.C. Piggins and H.L.W. Fox,
both directors and shareholders of Playgolf (Holdings) Plc, for deferred
consideration of £50,000, included in other debtors of both the Company and the
Group at 31 December 2005 and 31 December 2006 (Note 12). The consideration was
due for repayment by 14 June 2007 and is accruing interest at a rate of 5% per
annum up to the date of repayment. 50% of the balance has been received post
year-end.
23. POST BALANCE SHEET EVENTS
On 12 January 2007 the group sold 50% of its shareholding in Playgolf Kilmartin
Limited for cash consideration of £2,000,100.
On 4 May 2007, 8,111,108 ordinary shares of £0.002 each were issued for cash
consideration of £730,000. In addition, on 10 May 2007, a further 1,720,445
ordinary shares of £0.002 each were issued for cash consideration of £154,840.
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