Preliminary Results

Regulatory Announcement

Company Nordic Panorama PLC
TIDM NORP
Headline Preliminary Results
Released 18:23 30-Apr-08
Number 5199T

NORDIC PANORAMA PLC



Chairman’s Statement and preliminary results to 31 December 2007



PRELIMINARY STATEMENT to 31 December 2007


Introduction

Nordic Panorama Plc (“the Company”), the Norwegian leisure resort operator and developer, is pleased to announce its consolidated results for the year to 31 December 2007. The consolidated financial statements have been prepared using reverse acquisition accounting and therefore represent a continuation of the financial statements of Vradal Panorama Eiendom AS (“VPE”) and Vradal Panorama Skisenter AS (“VPS”) (the “Vradal companies”), the subsidiaries acquired in January this year. The comparative figures comprise only VPE and VPS.


Results

The revenue for the year to 31 December 2007 amounted to £5.284m, which generated a gross profit of £3.367m and an adjusted operating profit of £0.797m. In calculating adjusted operating profit, operating profit is shown before exceptional charges arising from the reverse acquisition of £0.868m. These charges comprise impairment of goodwill arising from the reverse acquisition and incorporate all the fees that were directly attributable. The earnings per share amounted to a loss of 0.04p.


Review of the period

2007 turnover was marginally down on 2006 despite stronger sales in the second half of the year. Sales of cabins and plots increased substantially from the first half of 2007 and whilst this was partly as a result of the better selling season it was also reflective of the increase in marketing efforts whereby significant success was achieved from advertising in the national newspapers. It also represented a substantial increase on the same period last year. The marketing push has also laid very good foundations for 2008.



Following the opening of a road to the upper part of the mountain in 2006 the Company negotiated a block sale of plots, which represented the bulk of the 49 plot sales in 2006. Plot sales of £2.495m represented a significant portion of the 2006 turnover of £5.568m and their contribution this year was significantly lower at £0.513m representing 9 plot sales. The next stage in the natural development of the resort is the concentration on cabin sales, which enhances and feeds the expansion of the resort itself. As a result of this emphasis on promoting cabin construction, cabin sales have increased from £2.092m in 2006 to £3.649m in 2007. Despite the poor snow conditions experienced at the start of 2007 the turnover generated from the ski resort itself still managed to exceed 2006 levels.



For the full year financial statements revenue relating to cabin sales is recognised when the purchaser takes delivery of the cabin. This differs from the policy adopted previously and in producing the interim results, in which revenue was recognised on partially completed cabins with reference to the stage of completion. However, the adoption of the new policy at the interims would have had no effect on the results.



The higher level of plot sales within the sales mix together with the higher margins achieved by plot sales (81%) compared with Cabin sales (19%) in 2006 sustained overall margins in 2006 at a level of 59%. However following a significant increase in the average price of cabins in 2007 the margins on cabin sales improved from 19% in 2006 to over 50%. As a result of this the overall margins achieved in 2007 at 63% exceeded the 2006 levels.



Administrative costs have risen considerably during 2007 as a result of the Vradal companies having to gear up due to being part of a quoted group, and the Group incurring additional costs in establishing an active and operational UK plc; it has strengthened its management team and operational staff and has increased its marketing spend in the latter part of the year. The strengthening of the Norwegian Krone against the pound also helped to swell the administrative costs for the year. However the marketing and promotion efforts in the second half of 2007 have already had an immediate impact on cabin sales and will help underpin sales targets for 2008.


Current trading and outlook

2008 has started positively with encouraging orders for cabins and indeed cabin sales have been boosted by the carry forward of orders taken in 2007 and the completion of these contracts in the early part of this year. Cabin sales have already exceeded levels achieved in the first half of 2007.







For further information please contact:



Nordic Panorama Plc

Geir Kjaernes, CEO 00 47 23 133027

Norman Lott, FD 0207 153 4920



Shore Capital 020 7408 4090

Alex Borrelli



Threadneedle Communications 020 7936 9605

Graham Herring

Josh Royston



NORDIC PANORAMA PLC

CONSOLIDATED INCOME STATEMENT for the year ended 31 DECEMBER 2007





Notes


2007





2006







(£’000)





(£’000)















Continuing operations













Revenue


3


5,284





5,568















Cost of sales





(1,917)





(2,309)





























Gross profit





3,367





3,259















Administrative costs





(3,438)





(1,593)















Exceptional charge arising from reverse acquisition


5


(868)





-

Other administrative costs





(2,570)





(1,593)





























Operating (loss)/profit





(71)





1,666















Finance income





18





22

Finance costs





(171)





(108)





























(Loss)/profit before taxation





(224)





1,580















Taxation





(92)





(497)





























(Loss)/profit for the year





(316)





1,083



















(Loss)/earnings per share



























Basic


4


(0.04p)





0.13p















Diluted


4


(0.04p)





0.13p

















NORDIC PANORAMA PLC



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the year ended 31 DECEMBER 2007










Share capital







Share premium







Other reserves





Foreign exchange reserve







Retained earnings









Total equity



(£’000)





(£’000)





(£’000)





(£’000)





(£’000)





(£’000)


































At 1 January 2006


33





-





-





-





1,159





1,192


































Profit for the period and total recognised income and expenses




-







-







-







-







1,083







1,083




































































At 31 December 2006


33





-





-





-





2,242





2,275


































Loss for the period


-





-





-





-





(316)





(316)
Exchange differences on translation of foreign operations




-







-







-







320







-







320
Reversal of issued shares in the Vradal companies




(33)







-







-







-







-







(33)
Recognition of shares and reserves of Nordic Panorama Plc on reverse acquisition






239









345









(7,963)









-









-









(7,379)
New shares issued


7,983





-





-





-





-





7,983




































































At 31 December 2007


8,222





345





(7,963)





320





1,926





2,850







































NORDIC PANORAMA PLC



CONSOLIDATED BALANCE SHEET as at 31 DECEMBER 2007





Notes


2007





2006







(£’000)





(£’000)















Non-current assets













Property, plant and equipment





2,615





2,291

Financial assets





1





1

Deferred tax asset





215





198

Other non-current assets





49





38















Total non-current assets





2,880





2,528















Current assets













Inventories





3,663





2,394

Trade receivables





1,172





589

Other receivables





326





597

Cash and cash equivalents





118





52















Total current assets





5,279





3,632















Total assets





8,159





6,160















Current liabilities













Trade payables





836





425

Borrowings





1,738





600

Current tax liabilities





109





684

Other payables





499





522















Total current liabilities





3,182





2,231















Non-current liabilities













Borrowings





1,935





1,465

Deferred tax liabilities





192





189















Total non-current liabilities





2,127





1,654















Total liabilities





5,309





3,885















Net assets





2,850





2,275















Equity













Share capital – issued and fully paid


6


8,222





33

Share premium account





345





-

Other reserves





(7,963)





-

Foreign exchange reserve





320





-

Retained earnings





1,926





2,242















Total equity





2,850





2,275

















NORDIC PANORAMA PLC



CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 DECEMBER 2007





Notes


2007





2007







(£’000)





(£’000)















Net cash used in operating activities


7


(639)





(1,433)















Investing activities













Interest received





18





22

Acquisition of subsidiary – associated costs







(473)







-

Net cash arising on acquisition





191





-

Purchases of property, plant and equipment





(205)





(282)

Purchase of other non-current assets





(7)





(29)





























Net cash used in investing activities





(1,115)





(289)





























Financing activities













Repayments of borrowings





(27)





(3)

Proceeds from borrowings





1,368





600

Interest paid





(171)





(108)





























Net cash generated from financing activities







1,170







489





























Net increase/(decrease) in cash and cash equivalents







55







(1,233)















Cash and cash equivalents at beginning of year







52







1,285

Foreign exchange gain on cash and cash equivalents







11







-





























Cash and cash equivalents at end of year





118





52































NORDIC PANORAMA PLC


Notes forming part of the financial statements for the year ended 31 December 2007



1 Basis of preparation



The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union applied in accordance with the provisions of the Companies Act 1985. The comparative figures are based on those of the Vradal companies for the year to 31 December 2006, which have been extracted from the audited accounts of the two companies, which were produced in accordance with Norwegian GAAP. This financial information has been converted and presented in accordance with IFRS.


The financial information contained in this announcement does not constitute statutory financial statements within the meaning of Section 240 of the Companies Act 1985. The financial information for the year ended 31 December 2007 has been extracted from the draft statutory financial statements for that year upon which the auditors have yet to report.


2 Accounting policies

Basis of consolidation
The business combination between the Company and VPE and VPS has been accounted for using reverse acquisition accounting and therefore represents a continuation of the financial statements of VPE and VPS, the legal subsidiaries acquired. VPE and VPS were, prior to their reverse acquisition of the Company, not part of a legal group but were under common control and business combinations between entities under common control are outside the scope of IFRS 3. Accordingly, the bringing together of VPE and VPS has been accounted for under the principles of merger accounting and as a result, the assets and liabilities of the two entities are recorded at book value, goodwill and intangible assets are recognised only to the extent that they were previously recognised and no goodwill was recognised on the merger.

The reverse acquisition of the Company by the combined entities is accounted for as a business combination under IFRS3 with the combined entities as the acquirer and the Company as the acquiree.

The reverse acquisition of the Company by VPE and VPS took place on 4 January 2007.

Revenue recognition
Cabin sales are recognised at the point at which the customer takes delivery of the cabin.

Plot sales are recognised at the point title is passed on.

Sales revenue relating to the ski resort such as lift passes and equipment rental is recognised over the period to which it relates and revenue from the sale of ancillary goods is recognised at title transfer.




3


Revenue


2007





2006







(£’000)





(£’000)




An analysis of the Group’s revenue is as follows:



























Cabin sales


3,649





2,092




Plot sales


513





2,495




Ski centre


1,122





981



































5,284





5,568


















4


(Loss)/earnings per share


2007

(£’000)





2006

(£’000)


















Earnings













Earnings for the purposes of basic and diluted earnings per share has been calculated based on the (loss)/profit after taxation






(316)









1,083


































Number of shares













Weighted average number of ordinary shares for the purposes of basic earnings per share






822,162,575









822,162,575


















Number of dilutive shares under option


-





-






Weighted average number of ordinary shares for the purposes of dilutive earnings per share






822,162,575









822,162,575




















The calculation of diluted earnings per share assumes conversion of all potentially dilutive ordinary shares, however, as no share options have been granted there is no dilution.

Adjusted earnings per share

An adjusted earnings per share has also been calculated using the same number of shares as above, but excluding the exceptional charges arising from the reverse acquisition amounting to £0.868m from the result after taxation.









2007

(£’000)





2006

(£’000)


















Adjusted earnings


552





1,083


















Adjusted earnings per share


0.07p





0.13p





5


Goodwill


(£’000)












Cost and net book amount







At 1 January 2006 and 1 January 2007


-




Additions


868




















At 31 December 2007


868












Impairment loss







Impairment loss for the period – exceptional charge arising in relation to goodwill arising from reverse acquisition*




868




















Net book amount at 31 December 2007


-














*The goodwill arose on the reverse acquisition of the Company by VPE and VPS and impairment was immediately recognised.
















Book value


Fair value adjustments




Fair value







(£’000)


(£’000)


(£’000)




Net assets acquired













Cash and cash equivalents


191


-


191




Trade and other payables


(20)


-


(20)



































171


-


171
































Goodwill








868
































Total consideration








1,039
































Satisfied by:













Fair value of shares*








566




Directly attributable fees








473
































Total cost of combination








1,039






















* The deemed cost of combination is based on 23,843,247 ordinary 1p shares of Maisha Plc (now Nordic Panorama Plc) in issue prior to the combination and a fair value of 2.38p per share, the prevailing market price.










Net cash flow arising on acquisition



























Cash and cash equivalents acquired








191




















6


Called up share capital - Company


2007

Number


2007

(£’000)


2006

Number


2006

(£’000)





















Authorised

































Ordinary shares of 1p each


1,900,000,000


19,000


133,989,835


1,340






































Allotted, called up and fully paid
















Ordinary shares of 1p each
















At beginning of the year


23,843,247


239


34,061,783


340




Cancellation of shares


-


-


(10,218,536)


(102)




Shares issued on acquisition


798,319,328


7,983


-


-






































At end of the year


822,162,575


8,222


23,843,247


238























On 11 October 2006, approval by the High Court for the capital reduction approved by shareholders at an Extraordinary General Meeting of the Company on 20 July 2006 was given. This adjustment resulted in the cancellation of 10,218,536 ordinary shares of 1p each held by S Mahmood and Gamma Ventures Limited and a credit of £0.281m to reserves on 30 October 2006.



On 4 January 2007 the Company issued 798,319,328 ordinary shares of 1p each at 2.38p per share in exchange for 100% of the share capital of the Vradal companies, valued at £19m. The Company now has in issue 822,162,575 ordinary shares of 1p. These shares were admitted to trading on the AIM market operated by the London Stock Exchange Plc on 5 January 2007 and the name of the Company was changed from Maisha Plc to Nordic Panorama Plc.



At an extraordinary meeting held on 8 May 2007 a resolution was passed increasing the authorised share capital of the Company to £19m by the creation of an additional 750,000,000 new ordinary shares of 1p each.



7


Cash generated from/(used in) operations


2007

(£’000)





2006

(£’000)


















Operating (loss)/profit


(71)





1,666




Exceptional items


868





-




Depreciation charge


182





156




Changes in working capital













- inventories


(978)





(1,620)




- trade and other receivables


(332)





(594)




- trade and other payables


425





(795)
































Cash generated from/(used in) operations


94





(1,187)


















Tax paid


(733)





(246)



































(639)





(1,433)















8 Statutory Accounts



The financial information set out above does not constitute the Group's statutory information for the year ended 31 December 2007, but is derived from those accounts. Statutory accounts for the year will be delivered to the Registrar of Companies following the Company's Annual General Meeting.



9 Distribution



Copies of the accounts will be distributed to shareholders and the AIM team shortly and will also be available at the Company's offices at 4th Floor, 7 Cork Street , London W1S 3LJ and on the Company's website www.nordicpanoramaplc.com




END