Quarterly Report • Aug 30, 2012
Quarterly Report
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30th August, 2012
The following is a Company Announcement issued by GAP Developments p.l.c. ("the Company") pursuant to the Malta Financial Services Authority Listing Rules 8.7.4 and 8.7.21 with respect to the Unaudited Interim Financial Statements ended June 2011.
The Board of Directors of GAP Developments p.l.c. has today approved the attached un audited Interim Financial Statements for the six months period ended 30th June, 2012.
The Board has also authorized for the issue of these unaudited Interim Financial Statements which will be available on the Fort Cambridge website: www.fortcambridge.com.
Unquote
Paul Attard Company Secretary
Gap Developments p.l.c., Censu Scerri Street, Tigné Sliema SLM 3060 Malta, Europe. Tel. +356 2327 1000 Fax. +356 2327 1210 E-mail. [email protected] www.fortcambridge.com Company Reg. No. C38040

Interim Report And Unaudited Condensed Interim Financial Statements
30 June 2012
| rages | |
|---|---|
| Interim Directors' Report | 2 |
| Interim statement of comprehensive income | 3 |
| Interim statement of financial position | |
| Interim statement of changes in equity | 5 - 6 |
| Interim statement of cash flows | |
| Notes to the condensed interim financial statements | 8-9 |
| Statement pursuant to Listing Rule 5.75.3 | 10 |
The directors submit the unaudited condensed interim financial statements for the period ended 30 June 2012.
GAP Developments plc. was set up to acquire the Fort Cambridge area to reconstruct and develop the site for a combination of uses within the parameters of the Fort Cambridge Development brief.
During the period under review, the construction of the apartments was completed. The company concentrated its efforts on the total completion of all blocks in order to sign the final deeds of sale. Although there were still some finishes to be completed in full and some snagging which will be rectified in the coming weeks, contracts on apartments in all blocks have also started being published.
In spite of depressed worldwide economic conditions, management continued to market the project aggressively both locally and abroad while at the same time effectively controlling expenditure and ensuring commitments are met on time. In spite of the surrounding challenging business climate which has naturally affected the overall sales targets, sales during the period under review have been largely on course, in the number but also in the price range.
The directors are cautiously optimistic that now that the development is almost totally finished, sales will pick up momentum.
The Group's results for the period ended 30 June 2012 are shown on page 3. The loss before tax for the period was EUR 3,884,915 (2011: loss before tax was: EUR1,453,809).
During the period, the company repurchased 3,300,709 7% Secured Bonds 2007-2013 from its Bondholders. All bonds so purchased by the company were cancelled.
During the period ended 30 June 2012 the directors were as listed hereunder:
George Muscat (Chairman) Charles Azzopardi (Executive Director) Anthony Azzopardi (Executive Director) Paul Attard (Executive Director) Adrian Muscat (Executive Director) Dr. Pio M Valletta (Non-executive Director) Hugh Attard Montalto (Non-executive Director)
| The Group | The Company | ||||
|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | ||
| BIOIR | BUR | BOOK | FUR | ||
| (restated) | (restated) | ||||
| Revenue | 10,494,644 | 3,171,664 10,482,775 | 3,171,629 | ||
| Cost of sales | (14,376,945) | (4,477,535) (14,376,945) | (4,477,535) | ||
| Gross loss | (3,882,301) | (1,305,871) (3,894,170) | (1,305,906) | ||
| Administrative expenses | (149,378) | (179,053) | (135,394) | (168,038) | |
| Other operating income | 21,000 | 26,094 | 21,000 | 26,094 | |
| Operating loss | (4,010,679) | (1,458,830) (4,008,564) | (1,447,850) | ||
| Finance expense | (27) | ||||
| Finance income | 125,764 | 5,048 | 125,764 | 5,048 | |
| Loss for the period before tax | (3,884,915) | (1,453,809) (3,882,800) | (1,442,802) | ||
| Income tax expense | (21,554) | (757) | (17,597) | (757) | |
| Loss for the period | (3,906,469) | (1,454,566) (3,900,397) (1,443,559) | |||
| Total comprehensive income for the period, net of tax |
(3,906,469) | (1,454,566) (3,900,397) (1,443,559) |
| The Group | The Company | ||||
|---|---|---|---|---|---|
| June 2012 ETOR |
December 2011 BIOIR |
June 2012 EUR |
December 2011 EUR |
||
| ASSIBILIS | |||||
| Non-current assets | |||||
| Property, plant and equipment | 7,557,959 | 7,602,265 | 7,481,557 | 7,519,315 | |
| Investments in subsidiaries Financial assets: Reserve Account |
488,726 | 1,383,780 | 3,339,561 488,726 |
3,339,561 1,383,780 |
|
| 8,046,685 | 8,986,045 | 11,309,844 | 12,242,656 | ||
| Current assets | |||||
| Inventories - Development project | 129,703,184 | 131,129,571 | 129,703,184 | 131,129,571 | |
| Trade and other receivables | 1,470,010 | 1,051,589 | 1,264,248 | 971,729 | |
| Current tax assets | 1,522,905 | 933,048 | 1,522,905 | 933,048 | |
| Cash and cash equivalents | 385,922 | 469,004 | 392,266 | 465.427 | |
| 133,082,021 | 133,583,212 | 132,882,603 | 133,499,775 | ||
| Total assets | 141,128,706 | 142,569,257 | 144,192,447 | 145,742,431 | |
| EQUITY AND LIABILITIES | |||||
| Capital and reserves | |||||
| Share capital | 18,000,000 | 18,000,000 | 18,000,000 | 18,000,000 | |
| Capital contribution reserve | 1,066,158 | 1,066,158 | 1,066,158 | 1,066,158 | |
| Accumulated losses | (9,177,542) | (5,271,073) | (9,039,102) | (5,138,705 | |
| 9,888,616 | 13,795,085 | 10,027,056 | 13,927,453 | ||
| Non controlling interest | 466 | 466 | |||
| Total Equity | 9,889,082 | 13,795,551 | 10,027,056 | 13,927,453 | |
| Non-current liabilities | |||||
| Borrowings | 12,071,100 | 40,842,223 | 12,071,100 | 40,842,223 | |
| Provisions for other liabilities and charges | 1,400,000 | 1,400,000 | 1,400,000 | 1,400,000 | |
| 13,471,100 | 42,242,223 | 13,471,100 | 42,242,223 | ||
| Current liabilities | |||||
| Trade and other payables | 53,852,144 | 49,254,037 | 56,782,400 | 52,295,841 | |
| Borrowings | 63,911,891 | 37,276,914 | 63,911,891 | 37,276,914 | |
| Current tax liabilities | 4,489 | 532 | |||
| 117,768,524 | 86,531,483 | 120,694,291 | 89.572.755 | ||
| Total liabilities | 131,239,624 | 128,773,706 | 134,165,391 | 131,814,978 | |
| TOTAL EQUITY AND LIABILITIES | 141,128,706 | 142,569,257 144,192,447 | 145,742,431 |
The unaudited condensed interim financial statements have been authorised for issue by the Board of Directors on 300" August 2012 and signed on its behalf by:
AGE MUSCAT
Chairman
CHARLES AZZOPARDI Executive Director
| Issued Capital ordinary contribution |
Accumulated | Non- controlling |
|||||
|---|---|---|---|---|---|---|---|
| Shares EUR |
reserve BUR |
losses BUR |
Total BUIR |
interest Cloir |
Total BUIR |
||
| The Group | |||||||
| Financial period ended 30 June 2011 | |||||||
| As at 1 January 2011 | |||||||
| - as previously reported - effect of correction |
16,000,000 | (7,322,807) | 8,677,193 | 466 | 8,677,659 | ||
| of prior period errors | 551,105 | (967,351) | (416,246) | (416,246) | |||
| - as restated | 16,000,000 | 551,105 | (8,290,158) | 8,260,947 | 466 | 8,261,413 | |
| Total Comprehensive income for the period (as restated) |
(1,454,566) (1,454,566) | - | (1,454,566) | ||||
| Balance at 30 June 2011 | 16,000,000 | 551,105 | (9,744,724) | 6,806,381 | 466 | 6,806,847 | |
| Financial period ended 30 June 2012 | |||||||
| As at 1 January 2012 | 18,000,000 | 1,066,158 | (5,271,073) 13,795,085 | 466 | 13,795,551 | ||
| Total Comprehensive income for the period |
(3,906,469) (3,906,469) | - | (3,906,469) | ||||
| Balance at 30 June 2012 | 18,000,000 | 1,066,158 | (9,177,542) | 9,888,616 | 466 | 9,889,082 |
| Issued ordinary capital I BI OUR |
Capital contributions reserve 1 31 00 R |
Accumulated losses BOOK |
Total BUR |
|
|---|---|---|---|---|
| The Company | ||||
| Financial period ended 30 June 2011 | ||||
| As at 1 January 2011 - as previously reported - effect of correction of prior period errors |
16,000,000 | 551,105 | (7,214,310) (967,351) |
8,785,690 (416,246) |
| - as restated | 16,000,000 | 551.105 | (8,181,661) | 8.369.444 |
| Total Comprehensive income for the period (as restated) |
(1,443,559) | (1,443,559) | ||
| At 30 June 2011 | 16,000,000 | 551,105 | (9,625,220) | 6,925,885 |
| Financial period ended 30 June 2012 | ||||
| At 1 January 2012 | 18.000,000 | 1,066,158 | (5,138,705) | 13,927,453 |
| Total comprehensive income for the period | (3,900,397) | (3,900,397) | ||
| At 30 June 2012 | 18,000,000 | 1,066,158 | (9,039,102) | 10,027,056 |
| The Group | The Company | |||
|---|---|---|---|---|
| 2012 I BIUIR |
2011 BUR |
2012 BI URR |
2011 EUR |
|
| Operating activities | ||||
| Operating loss | (4,010,679) | (1,458,830) | (4,008,564) | (1,447,850) |
| Adjustments for: | ||||
| Depreciation | 44,306 | 49,691 | 37,758 | 40,001 |
| Changes in working capital: | ||||
| Trade and other receivables | (418,421) | (66,679) | (292,519) | (31,403) |
| Inventories | 3,667,286 | (4,769,271) | 3,667,286 | (4,769,271) |
| Trade and other payables | 4,598,107 | 4,928,904 | 4,486,559 | 4,867,799 |
| Cash generated from operations | 3,880,599 | (1,316,185) | 3,890,520 | (1,340,724) |
| Income tax paid | (607,454) | (219,382) | (607,454) | (219,382) |
| Interest Received | 125,764 | 5,048 | 125,764 | 5,048 |
| Net cash flows from/used in operating activities | 3,398,909 | (1,530,519) | 3,408,830 | (1,555,058) |
| Investing activities | ||||
| Utilisation/(Purchases) of other financial investments | 895,054 | (9,101) | 895,054 | (9,101) |
| Net cash flows from/used in investing activities | 895,054 | (9,101) | 895,054 | (9,101) |
| Financing activities | ||||
| Proceeds from shareholders' loans | 5,250,200 | 7,829,096 | 5,250,200 | 7.829.096 |
| Repayment of bank borrowings | (3,317,386) | (968,716) | (3,317,386) | (968,716) |
| Redemption of bonds | (3,300,709) | (579,353) | (3,300,709) | (579,353) |
| Interest Paid | (3,009,150) | (3,252,297) | (3,009,150) | (3,252,270) |
| Net cash flows used/from financing activities | (4,377,045) | 3,028,730 | (4,377,045) | 3,028,757 |
| Movement in cash and cash equivalents | (83,082) | 1,489,110 | (73,161) | 1,464,598 |
| Cash and cash equivalents at beginning of the period | 469,004 | 732,521 | 465,427 | 730,889 |
| Cash and cash equivalents at end of the period | 385,922 | 2,221,631 | 392,266 | 2,195,487 |
GAP Developments Plc is a limited liability company and is incorporated in Malta, with its registered address at GAP Holdings Head Office, Censu Scerri Street, Tigne, Sliema, SLM 3060, Malta. The company is controlled by Tigne Skies Limited.
The condensed interim financial statements have been extracted from GAP Development p.l.c. (the company) and its subsidiary undertakings (collectively referred to as the 'group') unaudited management accounts for the six month period ended 30 June 2012. These condensed interim financial statements are being published in terms of Chapter 5 of the Listing Rules issued by the Listing Authority and in terms of the Prevention of Financial Markets Abuse Act, Cap. 476 of the Laws of Malta.
The condensed interim financial statements have been prepared in accordance with EU adopted IAS 34 Interim Financial Reporting. The condensed interim financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2011.
The accounting policies adopted in the preparation of these unaudited condensed interim financial statements for the six month period ended 30 June 2012 are consistent with those used in the preparation of the annual financial statements for the financial year ended 31 December 2011, as described in those financial statements.
In 2012, the group adopted new standards, amendments and interpretations to existing standards that are mandatory for the group's accounting period beginning on 1 January 2012. The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in changes to the group's accounting policies as outlined previously.
All companies owned by the same shareholders of GAP Holdings Limited and Tigne Skies Limited, being the shareholders of GAP Developments plc, are considered by the directors to be related parties. During the course of this period the company entered into the following transactions with related undertakings.
| The Group and the Company | |||
|---|---|---|---|
| 2012 | 2011 | ||
| BUR | ETOIR | ||
| Development costs | 7,128,412 | 5,938,141 | |
| Interests payable | 253,191 | 226,143 |
All major contracts of work on the Fort Cambridge development project are carried out by GAP Contracting Limited. GAP Holdings Limited owns 50% of Gap Contracting Limited and Tigne' Skies Limited owns the other 50%. GAP Contracting Limited invoices GAP Developments p.l.c. for works carried out at cost.
The Group's main object is the development of the Fort Cambridge Area. In accordance with the requirements of IFRS 8, 'Operating segments', the Group's management the disclosures required in this respect and, taking cognisance of the information utilised within the Group for the purposes of assessing performance, determined that the Group effectively has one operating segment which is the development of the Fort Cambridge project.
The contract of purchase of land in the Fort Cambridge a condition that obliges the Company to restore Fort Cambridge within ten years from date of acquisition. The cost to fulfil this contractual obligation is estimated at EUR1,400,000.
The following errors have been corrected in the current period's financial statements:
Deferred tax balances, arising on the Company's unabsorbed capital allowances and tax losses carried forward, were previously recognised in full as an asset in the financial statements. A reassessment of the temporary differences that gave rise to the deferred tax asset resulted in a conclusion by the Directors that it is not probable that future taxable profit will be available against which temporary differences can be utilised. As a result, these financial statements reflect the deferred tax asset that was recognised by the Company and the Group in the period ended 30 June 2011. This amounted to EUR369,100 and EUR372,790 respectively.
During the period ending 30 June 2011, cost of sales amounting to EUR517,640 was erroneously disclosed with 'Administrative Expenses'. Furthermore, there was an understatement of EUR393,214 in the amount transferred from inventory to cost of sales. These financial statements have been adjusted to reflect these corrections
Comparative figures in the interim statement of cashflows have been amended to conform to the current year's presentation format for the purposes of fairer presentation.
During the period, the company repurchased 3,300,709 7% Secured Bonds 2007-2013 from its Bondholders. All bonds so purchased by the company were cancelled.
The Company has received a number of judicial letters from persons who had signed the promise of sale agreements with the Company, claiming a refund of the payments on account that were effected to the Company, together with the interest as stipulated in the promise of sale agreements. These claims were made on the basis that the apartments had not been completed by the date stipulated in the agreements.
I confirm that to the best of my knowledge:
eorge Muscat
hairman
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