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Preliminary Results

30 May 2008 15:23

RNS Number : 6536V
Eco City Vehicles PLC
30 May 2008
 

Friday 30th May

eco city vehicles plc ('eco city' or 'the Company') - which was listed on the AIM in September - announces its Preliminary Results for the year to 31st December 2007.

Highlights:

Revenue in the 15 month period ending December 2007 was £41.9m (12 months to December 2006: £27.3m).

Operating profit before exceptional items in the 15 month period were in line with the company's internal expectations at £1.0m (12 months to December 2006: £0.3m).

Reverse takeover of Pannal plc and listing on AIM.

Acquisition of distribution centre in Coventry.

Cabvision technology licensed to newly formed Transmedia Limited.

Negotiations with electric vehicle manufacturers are at an advance stage.

Strong performance in finance and service activities.

Strong sales of new TX4 taxi.

Operating loss after exceptional items in the 15 month period was £2.9m (12 months to December 2006: £0.2m Loss). This was after exceptional items; £2.4m Cabvision debt write off, £0.8m relating to the cost of flotation and £0.8m Deemed Acquisition Costs resulting from the reverse accounting treatment under IFRS. 

Commenting on the results, Peter Da Costa, Group Chief Executive, said:

"This has been a very exciting and eventful year for everyone at the Company. The Group successfully listed on AIM giving us the necessary platform to expand the business into environmentally sustainable transportation.

"Last year's results show good growth in all areas of our business - with especially strong performances from our taxi sales division and related finance sales.

"Having formed Transmedia Ltd in October, to operate Cabvision's technology under licence, the Board took the decision to write-off Cabvision's previous debts of £2.4 million as an exceptional item. 

"Cabvision is now recognised as being a reliable accountable digital sales platform and the last quarter of 2007 saw a significant jump in the number of pitches to the major buying Agencies with further bookings for regular advertisers, which has continued since the period end. 

ENDS -

For further information:

Catullus Consulting (Public Relations advisers)
Alex Mackey 020 7736 2938
 
Numis Securities Limited (Nominated Adviser and Broker)
David Poutney/Stuart Skinner 020 7260 1000

 

Chief Executive's Statement

Taxi distribution business

The calendar year 2007 saw an increase in new vehicles sales from 610 in 2006 to 782 (Total new vehicle sales in the 15 month reporting period were 920). This resulted from pent up demand for the long awaited euro 4 compliant TX4 taxi-cab. 

Our Taxi sales division also saw a record year for finance sales with sales for the 15 months to December 2007 70% above the prior period for retained finance business.

After Sales Division

Our after sales service finished with the year within our expectations. The Company saw some rapid growth in the engine department, where our highly successfully TX2 timing conversion continues to dominate, helped by the TX2 coming out of the manufacturers warranty period.

The Company has also gained approval from the United Kingdom Accreditation Service for its Meter Division and will now be able to calibrate and test taxi-meters. This created a new revenue stream from a service previously only available from the British Standards Institute.

Cabvision

Having formed Transmedia Ltd in October, to operate Cabvision's technology under licence, the Board took the decision to write-off Cabvision's previous debts of £2.4 million as an extraordinary item. 

Cabvision is now recognised as being a reliable accountable digital sales platform and the last quarter of 2007 saw a significant jump in the number of pitches to the major buying Agencies with further bookings for regular advertisers, which has continued since the period end.

Commercial contracts

On 13 May 2008 the Company announced that it is in negotiations that may or may not lead to a significant commercial contract and that a further announcement will be made to the market at the appropriate time. The Company confirms that negotiations continue. It is also in advanced negotiations with a manufacturer of electric vehicles and convertors. The Company is undertaking a rigorous review of the available technologies and supply chains to ensure that it is able to meet what the Board expects to be strong demand for low emission transport.

Coventry site acquisition

In December 2007 the Company bought a 43000sq ft facility with substantial car parking adjacent to Coventry Airport. Conveniently located for the motorway network Coventry Airport is one of the UK's fastest growing cargo hubs in the UK. The Company acquired the premises on a 125 year lease for £2.15million, following a valuation by third party surveyors and valuers Bache Treharne. The lease has been wholly funded by a commercial mortgage. 

The Company has sublet one section of the building on a five year lease and are in advanced stage negotiations to let a similar space on the same terms. The rental income on the facility will pay for the buildings funding cost and loan repayments. The Company intends to use the remaining third of the building for its expansion programme. 

Reverse Take-Over & AIM Listing

On 10th October 2007 the Company successfully listed on AIM, a market of the London Stock Exchange, by way of a reverse take-over of Pannal Plc through Numis Securities Limited, its nominated adviser and broker.

 

Dividend policy

As stated in the Company's AIM Admission Document, the Board intends to apply the Group's cash resources to invest in its operations and therefore do not propose to pay a dividend at this stage.

Outlook

The Company believe that it is now in a position to exploit the wealth of experience in its Board to push itself to become a leader in the environmentally friendly vehicle market as well as looking at other lucrative niche market opportunities in the taxi and service vehicle markets

The Board anticipates that in executing the Group's strategy the makeup of the business will change significantly during the current year, and therefore the Board considers the outlook to be satisfactory.

Peter DaCosta

29 May 2008

 

Notes to Editors

About KPM UK

Background

In 1975 the founders of KPM identified an opportunity to provide vehicle servicing and repairs for the owner-drivers of the London Taxi market and so established KPM as a specialist one-shop repair service.

This was driven by the Founders' view that fleet operators dominated the London Taxi market and frequently took precedence over owner-drivers for vehicle servicing by the manufacturer.

KPM grew significantly over the next 13 years. The Directors believe, based upon the growth of KPM that during this period the number of London Taxi owner-drivers increased as a proportion of overall London Taxi ownership and today believe that the majority of the approximately some 22,000 cabs operating in Greater London and the suburbs are now owner-driven. 

In 1987 KPM UK and UK Taxi Services, a London Taxi-cab dealer, merged to create a company providing both distribution and after sales services.

In addition, eco city's core business continues to be its black cab dealership, which has traded and grown successfully for the past 32 years - making it the UK's largest independent dealership - and one of the most established and respected.

The Group's experienced Board comprises of Tim Yeo MP, Chairman; Peter Da Costa, Chief Executive, Keith Marder and Michael Troullis (co founders of KPM with Peter Da Costa), and Non- Executives Guy Saxton, John Swingewood and Jeremy Fenn. 

Tim Yeo is MP for South Suffolk and Chairman of the Environmental Audit Select Committee. 

Previously he has been a Minister in both the Thatcher and Major Administrations, serving in the Home Office, Foreign Office, Department of Health and Department of the Environment - latterly as Minister of State with responsibility for climate change and energy efficiency policy

He has also been a member of the Shadow Cabinet, shadowing Agriculture, Trade & Industry, Health, Education, Environment and Transport.

He is currently on the board of four other companies, three of which are environmentally related. One of the four companies is AIM listed and another listed in Paris.

Peter Da Costa is the founder and Chairman of KPM-UK Taxis Plc the UK's largest Independent taxi dealership established in 1975.

He was responsible for London Taxi International making KPM a main dealer in 1989, which was the first time an independent dealer had ever been appointed. Peter continues to advise on many issues relating to changes within the transport industry in London, especially environmental matters. 

Guy SaxtonNon-Executive Director of KPM, is well known in The City of London; having started his career at AXA and then moved to Fidelity. He sits on a number of boards and is CEO of First London Securities PLC. 

John Swingewood, fellow Non Executive Director, and former Director of Panel PLC, has 30 years' experience in the telecommunications, broadcast and multimedia industries. Previously he was Director of New Media at BskyB plc and had responsibility for developing Sky's interest in Internet, E-Commerce, and Online TV applications, Telephony, WAP, Mobile and Broadband.

Jeremy Fenn was Chief Executive of Sports Internet PLC when it was sold to BskyB PLC for £301 million in July 2000. He remained as an executive director of Skysports.com a trading subsidiary of BskyB plc, until January 2004. Before joining Sports Internet Group in July 1999 he was Managing Director of Leeds United Holdings plc for three years and left them having reported record profits, minimal debt and fourth place in the Premier League. Prior to this he held Finance Director positions at a number of media companies.

Keith Marder is a founder director of group company KPM UK Taxis PLC. Keith is KPM's Technical Director and is a fellow of the Institute of the Motor Industry, Certified Automotive Engineer, holds the National Craftsman Certificate and is an authorised MOT examiner.

Michael Troullis is a founder director of group company KPM UK Taxis PLC. Michael is the Chief Operating Officer and has substantial coach building experience. He is a fellow of the Institute of the Motor Industry, a Member of the Institute of Directors, a VOSA nominated MOT tester and authorised MOT examiner. Michael is responsible for the Groups Health and Safety team and ISO 9001/2000 accreditation .

  Consolidated Income Statement

Period ended

Year ended

31 December

30 September

2007

2006

Notes

£000

£000

Revenue

41,893 

27,268 

Cost of sales

(35,805)

(23,299)

 

 

Gross profit

6,088 

3,969 

Administrative expenses

(10,155)

(4,876)

Other operating income

1,129 

663 

 

 

Operating loss

(2,938)

(244)

Operating (loss)/profit, analysed as:

 

 

 

 

Before exceptional items

1,044 

275 

Amounts receivable from Cabvision Limited written off

(2,372)

(519)

Deemed reverse acquisition cost

22 

(845)

 - 

Flotation costs and associated costs including abortive costs

(765)

 - 

 

 

 

 

 

Operating loss after exceptional items

(2,938)

(244)

 

 

 

 

 

 

Finance income

389 

42 

Finance costs

(135)

(119)

 

 

Loss before tax

(2,684)

(321)

Tax

(6)

34 

 

 

Loss for the period attributable to shareholders

(2,690)

(287)

 

 

Loss per share

10 

Pence

Pence

Basic and diluted

(1.07)

(0.12)

 

 

  Consolidated Balance Sheet

As at

As at

31 December

30 September

2007

2006

Notes

£000

£000

Non current assets

Property, plant and equipment

11 

2,516 

429 

Investments

12 

955 

 - 

 

 

3,471 

429 

 

 

Current assets

Inventories

13 

2,527 

1,099 

Trade and other receivables

14 

1,916 

2,163 

Cash at bank and in hand

15 

1,262 

1,503 

 

 

5,705 

4,765 

 

 

Total assets

9,176 

5,194 

 

 

Current liabilities

Current portion of long term borrowings

17 

(61)

(85)

Trade and other payables

16 

(6,489)

(2,594)

 

 

(6,550)

(2,679)

 

 

Non current liabilities

Long term borrowings

17 

(8)

(100)

Deferred tax liability

19 

(34)

(28)

 

 

(42)

(128)

 

 

Total liabilities

(6,592)

(2,807)

 

 

Net assets

2,584 

2,387 

 

 

Equity

Share capital

20 

3,021 

50 

Share premium

21 

1,922 

 - 

Reverse acquisition reserve

21 

(1,709)

 - 

Retained (deficit)/earnings

21 

(650)

2,337 

 

 

Total shareholders equity

2,584 

2,387 

 

 

  Group Statement of Changes in Equity

Reverse 

Share

Share

acquisition

Retained 

capital

premium

reserve

earnings

TOTAL

£000

£000

£000

£000

£000

At 1 October 2005

50 

 - 

 - 

2,774 

2,824 

Loss for the year

 - 

 - 

 - 

(287)

(287)

Dividends

 - 

 - 

 - 

(150)

(150)

 

 

 

 

 

At 1 October 2006

50 

 - 

 - 

2,337 

2,387 

Loss for the period

 - 

 - 

 - 

(2,690)

(2,690)

 

 

 

 

 

Total recognised income and expense

(2,690)

(2,690)

Share capital and share premium as recognised on reverse acquisition

571 

1,922 

 - 

 - 

2,493 

Issue of share capital

2,400 

 - 

 - 

 - 

2,400 

Reverse acquisition arising (see note 21)

 - 

 - 

(1,709)

 - 

(1,709)

Share based payment

 - 

 - 

 - 

Dividends

 - 

 - 

 - 

(300)

(300)

 

 

 

 

 

Total income and expense recognised directly in equity

2,971 

1,922 

(1,709)

(2,987)

197 

 

 

 

 

 

At 31 December 2007

3,021 

1,922 

(1,709)

(650)

2,584 

 

 

 

 

 

  Group Cash Flow Statement

 Period ended

Year ended

31 December

30 September

2007

2006

Notes

£000

£000

Operating activities

Operating loss

(2,938)

(244)

Deemed reverse acquisition cost

845 

 - 

Depreciation

131 

124 

Share based payments

 - 

Impairment of cash investments

 - 

210 

Decrease/(increase) in receivables

14 

247 

(168)

Increase/(decrease) in payables

16 

3,895 

(398)

(Increase)/decrease in inventories

13 

(1,428)

1,414 

Profit on disposal of property, plant and equipment

(1)

(1)

Taxes paid

 - 

(90)

 

 

Net cash generated by operating activities

754 

847 

 

 

Investing activities

Interest received

389 

42 

Purchase of property, plant and equipment

11 

(2,280)

(12)

Proceeds from sale of property, plant and equipment

63 

13 

Acquisition of parent through reverse acquisition, net cash generated

2,339 

 - 

Equity investments

12 

(955)

 - 

 

 

Net cash (used in)/generated by investing activities

(444)

43 

 

 

Financing activities

Dividends paid

(300)

(150)

Interest paid

(135)

(119)

Movement in obligations under finance leases

17 

(116)

(65)

 

 

Net cash used in financing activities

(551)

(334)

 

 

Net (decrease)/increase in cash and cash equivalents

(241)

556 

Cash and cash equivalents at beginning of period

1,503 

947 

 

 

Cash and cash equivalents at end of period

25 

1,262 

1,503 

 

 

  Notes to the Group Financial Statements

1.  General Information

eco city vehicles plc is a company incorporated in the United Kingdom and listed on the London Stock Exchange. The address of the registered office is Hemming House, Hemming StreetLondonE1 5BL.

The Group is engaged in the sale and service of new and used taxicabs to owner operators of licensed taxis in London and the provision of related services and the sale and service of low emissions vehicles to business users. During the financial period the Group operated from a single site in East London from where it conducted all operations. In December 2007 the Group acquired a long term lease on premises in Coventry which will be used to facilitate geographic expansion. 

These financial statements are presented in British Pounds Sterling, the currency of the primary economic environment in which the Group operates. The Group comprises eco city vehicles plc and its subsidiary and associates companies as set out in the Note 5 of the Parent Company's financial statements.

2. Accounting policies

The principal accounting policies adopted in preparation of the Group's financial statements are set out below. 

Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS and IFRIC Interpretations) issued by the International Accounting Standards Board (IASB) as adopted by the European Union and with those parts of the Companies Acts applicable to companies preparing their financial statements under IFRS. Practice is continuing to evolve on the application and interpretations of IFRS. Further standards may be issued by the International Accounting Standards (IASB) and standards currently in issue and endorsed by the EU may be subject to interpretations issued by IFRIC.

This preliminary report does not constitute the statutory accounts of the Company as defined by section 240 of the Companies Act 1985, but is extracted from those accounts. The auditors, Grant Thornton UK LLP, have reported on those statutory accounts and given an unqualified opinion, which did not include any statement under section 237(2) or 237(3) of the Companies Act 1985. The statutory accounts will be filed with the Registrar of Companies in due course.

The financial statements have been prepared using the measurement basis specified by IFRS for each type of asset, liability, income and expense. The measurement bases are more fully described in the detailed accounting policies below.

This is the first time the Group has prepared its financial statements in accordance with IFRS, having previously been prepared in accordance with UK Generally Accepted Accounting Practice (UK GAAP). Details of the transition from UK GAAP to IFRS are given in Note 27.

The Group has taken advantage of certain exemptions available under IFRS 1 "First time adoption of International Financial Reporting Standards". The exemptions used are explained under the respective accounting policies.

The preparation of financial statements, in conformity with general accepted accounting principles under IFRS, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may ultimate differ from those estimates.

The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these consolidated financial statements.

Basis of consolidation

The financial statements incorporate the financial statements of the Company and subsidiaries controlled by the Company made up to the period ended 31 December 2007

Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the financial statements from the date that control commences until the date that control ceases.

On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. discount on acquisition) is credited to profit and loss in the period of acquisition. 

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. 

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. 

All intra-Group transactions, balances, income, expenses and unrealised gains are eliminated when preparing the historical financial information. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Reverse acquisition accounting

The acquisition of KPM Autos Limited and it subsidiaries by eco city vehicles plc (formerly known as Pannal Plc) on 11 October 2007 has been accounted using the principles of reverse acquisition accounting. Although the Group financial statements have been prepared in the name of the legal parent, eco city vehicles plc, they are in substance a continuation of the consolidated financial statements of the legal subsidiary, KPM Autos Limited. The following accounting treatment has been applied in respect of the reverse accounting:

The assets and liabilities of the legal subsidiary, KPM Autos Limited are recognised and measured in the consolidated financial statements at the pre-combination carrying amounts, without restatement of fair value.

The retained earnings and other equity balances recognised in the consolidated financial statements reflect the retained earnings and other equity balances of KPM Autos Limited immediately before the business combination and the results of the period from 1 October 2006 to the date of the business combination are those of KPM Autos Limited. However, the equity structure appearing in the Group financial statements reflects the equity structure of the legal parent, eco city vehicle plc, including the equity instruments issued in order to effect the business combination; and comparatives numbers presented in the financial statements are consolidated numbers of KPM Autos Limited for the year ended 30 September 2006.

Business combination

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognized at their fair value at the acquisition date.

The Group has elected not to apply IFRS 3 "Business Combinations" retrospectively to business combinations prior to the date of transition.

Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceed the cost of the business combination, the excess is recognised immediately in the Income Statement.

Associates

Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group's investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss.

The Group's share of its associates' post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.

When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

Goodwill

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition. Goodwill is recognised as an asset at cost and is subsequent measured at cost less any accumulated impairment losses. Goodwill which is recognized as an asset is reviewed for impairment at least annually. Any impairment is recognised immediately in the Income Statement and is not subsequently reversed.

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Goodwill arising on acquisitions before the date of transition to IFRSs has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date. Goodwill written off to reserves under UK GAAP prior to 1998 has not been reinstated and is not included in determining any subsequent profit or loss on disposal.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes.

 

Sales of goods are recognised when goods are delivered and title has passed.

Sales of services are recognised when the service has been completed and invoiced to the customer. 

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount. 

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established. 

Leased assets

In accordance with IAS 17, the economic ownership of a leased asset is transferred to the lessee if the lease bears substantially all the risks and rewards related to the ownership of the leased assets. 

Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of liability. Finance charges are charged directly against income. Depreciation on the relevant assets is charged to the income statement.

All other leases are treated as operating leases. Their annual rentals are charged to the income statement on a straight line basis over the term of the lease.

Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight line basis over the lease term.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.

Depreciation is charged so as to write off the cost of property, plant and equipment by annual instalments over their estimated useful economic lives less estimated residual values, using either the straight line method or reducing balance method depending on the class of asset. The periods generally applicable are:

Leasehold property - over the term of the lease

Improvements to property - in accordance with the lease

Plant and machinery - 20% on reducing balance

Fixtures and fittings - 15% on reducing balance

Motor vehicles - 25% on reducing balance

Residual values and useful economic lives are reviewed annually. Property, plant and equipment are assessed for impairment annually or more often if events or changes in circumstances indicate that the carrying value may not be recoverable. Where an impairment review is deemed necessary it is performed in accordance with the policies set out below.

Impairment of assets other than goodwill and intangible assets with an indefinite life

At each balance sheet date, the Directors review the carrying amounts of the Group's tangible and intangible assets, other than goodwill and intangible assets with an indefinite life, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amounts of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of the money and the risks specific to the asset which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Impairment losses recognised for cash-generating units, to which goodwill has been allocated, are credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash generating unit) is increases to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would been determined had no impairment loss been recognized for the asset (cash-generating unit) in prior period. A reversal of an impairment loss recognised in the income statement immediately.

Inventories and work in progress

Inventories and work in progress are stated at the lower of cost and net realisable value. Cost is calculated on a first in and first out basis and includes attributable overheads, where appropriate. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Where necessary, provision is made for slow moving and obsolete stock. Stocks on consignment and their related obligations are recognised in current assets and creditors respectively on adoption of the consignment stock where the risks and rewards of ownership pass to the Group.

Financial instruments

Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument. 

Cash and cash equivalents 

Cash and cash equivalents are carried in the balance sheet at cost. Cash and cash equivalents comprise cash on hand and deposits held on call with banks.

Trade and other receivables

Trade receivables are initially measured at fair value and subsequently measured at amortised cost using the effective interest rate method. They are as reduced by appropriate allowances for estimated irrecoverable amounts. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original term of the receivable. The amount of the provision is the difference between the carrying amount and the recoverable amount and this difference is recognised in the income statement.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. Loans and receivables are initially recognised at cost, being the fair value of consideration together with any associated issue costs. After initial recognition, interest bearing loans are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated taking into account any issue costs and discount or premium on settlement.

Financial liability and equity

Financial instruments issued by the Group are treated as equity (i.e. forming part of shareholders' funds) only to the extent that they meet the following two conditions: 

they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and 

where the instrument will or may be settled in the company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the company's own equity instruments or is a derivative that will be settled by the company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the company's own shares, the amounts presented in the historical financial information for called up share capital and share premium account exclude amounts in relation to those shares.

The finance cost on the financial liability component is correspondingly higher over the life of the instrument.

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Equity comprises the following:

"Share capital" represents the nominal value of equity shares.

"Share premium" represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue.

"Other reserve" represents equity-settled share-based employee remuneration until such share options are exercised.

"Reverse acquisition reserve" represents the excess of the fair value of the deemed cost of acquisition over the issued share capital and share premium of the combined entity.

Bank borrowings

Interest-bearing bank loans and overdrafts are recorded as the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis to the profit and loss account using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. 

Trade payables

Trade payables are initially measured at fair value and subsequently measured at amortised cost using the effective interest rate method.

Dividends

Equity dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, these are recognised when they are paid. In the case of final dividends, this is when approved by the shareholders at the Annual General Meeting. 

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax. 

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. 

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. 

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. 

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. 

Retirement benefits

The company contributes to personal pension schemes of certain Directors and employees. Contributions to these schemes are charged to the income statement in the year in which the contributions are payable. 

Neither the Company nor any of its subsidiaries operate a defined contribution pension scheme.

Share based payments

The Group has applied the requirements of IFRS 2 Share based payments. IFRS 2 has been applied to all grants of equity instruments after 1 November 2005 that were unvested at 1 January 2006, in accordance with the exemptions of IFRS 1.

The Group issues equity and cash settled share-based payments to employees. Equity-settled share payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share based payments is expensed on a straight line basis over the vesting period, based on the Group's estimate of shares that is eventually vest and adjusted for the effect of non market-based vesting conditions. 

Upon exercise of share options the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate share premium.

A liability equal to the portion of the goods and services received is recognised at the current fair value determined at each balance sheet date for cash-settled, share-based payments

National insurance on share options

To the extent that the share price at the balance sheet date is greater than the exercise price on options granted under unapproved schemes, provision for any National Insurance Contributions have been based on the prevailing rate of National Insurance. The provision is accrued over the performance period attaching to the award.

  Accounting Standards issued but not yet effective and/ or adopted.

Listed below are new or amended Accounting Standards, or new interpretation guidelines that are not yet effective and/ or adopted that may have an impact on the Group, together with the year in which they become applicable to our financial statements.

n IFRS 3 Revised: Business combinations 2009 Financial Year
n IFRS 2 Amended: Share based payments 2009 Financial Year
n IFRS 8: Operating Segments 2009 Financial Year
n IAS 1: Presentation of Financial Statements 2009 Financial Year
n IAS 23: Borrowing costs (revised 2007) 2009 Financial Year
n IAS 27 Amended: Consolidated and Separate Financial Statements 2009 Financial Year
n Amendment to IAS 32 Financial instruments: Presentation and IAS 1 Presentation of Financial Statements – Puttable Financial Instruments and Obligations Arising on Liquidation 2009 Financial Year
n IFRIC 11 IFRS 2: Group and treasury share transaction 2008 Financial Year
n IFRIC 12: Service concession arrangements 2009 Financial Year
n IFRIC 13: Customer loyalty programmes 2009 Financial Yearn IFRIC 14 IAS 19: The Limit on a Defined Benefit Asset, Minimum  Funding Requirements and their interaction 2008 Financial Year

Whilst the adoption if these new Accounting Standards and interpretations will undoubtedly, lead to additional or modified levels of disclosure and presentation of financial information, we do not anticipate that they will significantly alter the reported earnings of the Group.

Significant judgements, key assumptions and estimates

In the course of the preparation of the financial statements, the Group has made the following significant estimates:

n Judgements made on the estimates of the useful life of property, plant and equipment, as set out in the relevant accounting policies above.
n Estimates have been used to determine the appropriate charge for share-based payments. These have been set out in Note 20 on share capital.
n The Group has considered the application of IAS 17 in connection with certain buildings it leases over a long term, in light of the permanent nature of the buildings and the rents paid of these buildings are in line with the rents paid on short tem holdings. The company has concluded that these arrangements are operating leases and have accounted for them accordingly.

  3. Segmental analysis

Primary segmental reporting format

The group's primary segment information is based on its operating divisions:

New vehicles

Second hand and trade vehicles

Parts and accessories

Services and other

Group

£'000

£'000

£'000

£'000

£'000

Period ended 31 December 2007

Revenue

Total segment revenue

26,226 

5,911 

3,934 

6,254 

42,325 

Inter-segment revenue

 - 

 - 

(161)

(271)

(432)

 

 

 

 

 

26,226 

5,911 

3,773 

5,983 

41,893 

 

 

 

 

 

Year ended 30 September 2006

Revenue

Total segment revenue

14,682 

5,182 

3,110 

4,597 

27,571 

Inter-segment revenue

 - 

 - 

(117)

(186)

(303)

 

 

 

 

 

14,682 

5,182 

2,993 

4,411 

27,268 

 

 

 

 

 

Based on risks and returns the directors consider the primary reporting format is by business segment. The secondary reporting format is by geographical analysis. Based on risks and returns the directors consider that there is only one geographical segment being the United Kingdom. All external revenues are earned from customers in the United Kingdom and it is the United Kingdom as a whole that dictates the level of geographical risk and return facing the Group.

The above disclosures are consistent with how management reports information internally for the purpose of evaluating the Group's performance and for making decisions about future allocations of resources to the Group. Consequently no further business segmentation information is provided.

  4. Operating loss

Operating loss has been arrived at after charging/ (crediting): 

 Period ended

Year ended

31 December

30 September

2007

2006

£000

£000

Staff costs (see note 5) 

4,120 

2,953 

Depreciation of property, plant and equipment

131 

124 

Profit on disposal of property, plant and equipment

(1)

(1)

Share based payment

 - 

Operating lease expenditure:

-

plant and machinery

21 

 - 

-

property

449 

519 

Auditors' remuneration for following services:

37 

Grant Thornton UK LLP (2006: Deloitte and Touche LLP)

 

-

Fees payable for Company's auditor for the audit of the financial statements

57 

37 

-

related regulatory reporting 

 - 

-

Services relating to corporate finance transactions

150 

 - 

-

Tax compliance services

 - 

 

 

The operating loss of £2.7m is after exceptional items totaling £3.9m, which include a write off of amounts receivable from Cabvision Limited due to the failure of the business totaling £2.3m (2006 - £0.5m), costs incurred in the listing on the AIM stock market of £765k, and deemed reverse acquisition costs incurred on the reverse acquisition of eco city vehicles Plc (formally Pannal Plc) of £845k. 

5. Staff costs

Staff costs (including Directors) consist of:

 Period ended

Year ended

31 December

30 September

2007

2006

£000

£000

Wages and salaries 

3,857 

2,669 

Social security costs 

260 

284 

Share based payment

 - 

 

 

4,120 

2,953 

 

 

Number

Number

Engineering and technical

65 

63 

Distribution and sales

Administration

27 

26 

101 

97 

6. Directors' emoluments

Basic

Pension and benefits

Total

Total

2007

2007

2007

2006

£000

£000

£000

£000

Non-executive directors

Timothy Yeo

10,000 

 - 

10,000 

 - 

Jeremy Fenn

27,500 

 - 

27,500 

 - 

John Swingewood

19,000 

 - 

19,000 

 - 

Guy Saxton

4,500 

 - 

4,500 

 - 

Executive directors

Peter DaCosta

194,177 

69,587 

263,764 

126,909 

Micheal Troullis

167,654 

69,587 

237,241 

128,101 

Keith Marder

169,838 

69,587 

239,425 

127,809 

Rob Smith (resigned in 2008)

15,045 

 - 

15,045 

 - 

 

 

 

 

607,714 

208,761 

816,475 

382,819 

 

 

 

 

7. Finance income and costs

 Period ended

Year ended

31 December

30 September

2007

2006

£000

£000

Finance income

Bank interest received

389 

39 

Interest on trading balances

 - 

 

 

389 

42 

 

 

Finance costs

Bank interest paid

15 

Consignment stock interest

120 

90 

Finance lease interest

13 

14 

 

 

135 

119 

 

 

  8. Tax charge/(credit)

Period ended

Year ended

31 December

30 September

2007

2006

£000

£000

Taxation charge/(credit) comprises:

Current tax charge/(credit)

 - 

(32)

Deferred tax (Note 19):

(2)

 

 

Total tax charge/(credit)

(34)

 

 

Factors affecting the tax charge for the year

The tax assessment for the year is higher than the standard UK corporate tax rate of 30% due to the following factors:

Period ended

Year ended

31 December

30 September

2007

2006

£000

£000

Loss on ordinary activities before taxation

(2,684)

(321)

 

 

Profit on ordinary activities at the standard rate of corporation tax in the UK of 30% (2006 - 30%)

(805)

(96)

Effects of:

Expenses that are not deductible in determining taxable profit

412 

76 

Deemed reverse acqusition cost (see note 22)

253 

Change of tax rate

13 

 - 

Unrecognised deferred tax assets

133 

 - 

Tax effect of utilisation of tax losses not previously recognised

 - 

(27)

Other tax adjustments

 - 

13 

 

 

Total tax charge/(credit)

(34)

 

 

There is no provision for UK Corporation tax due to tax losses incurred during the period, subject to agreement with HM Revenue & Customs. Accumulated tax losses of approximately £706,000 (2006 - £132,000) have not been recognised as deferred tax assets. The carrying forward losses will be relived at 28%.

  9. Dividends

 Period ended

Year ended

31 December

30 September

2007

2006

£000

£000

Amounts recognsied as distributions to equity holders in the period:

Interim dividends

300 

150 

 

 

The interim dividends were paid by KPM Autos Limited to its shareholders before the reverse acquisition. The Directors do not recommend payment of final dividend.

10. Loss per share

 Period ended

Year ended

31 December

30 September

2007

2006

£000

£000

Earnings

Loss for the purpose of basic and diluted earnings per share

(2,690)

(287)

 

 

Numbers

Weigted average number of ordinary shares for the purpose of basic loss per share

252,410,000 

240,000,000 

 

 

The denominators for the purposes of calculating both basic and diluted loss per share in 2006 have been adjusted for the share division that took place in 2006. There is no dilutive effect of the options.

  11. Property, plant and equipment

Leasehold

Improvements

Plant and 

Fixtures and

Motor

property

to property

machinery

Fittings

vehicles

Total

£000

£000

£000

£000

£000

£000

Cost

At 1 October 2005

41 

151 

389 

226 

612 

1,419 

Additions

 - 

 - 

 - 

30 

38 

Disposals

 - 

 - 

 - 

 - 

(72)

(72)

 

 

 

 

 

 

At 30 September 2006

41 

151 

397 

226 

570 

1,385 

Additions

2,150 

 - 

119 

 - 

11 

2,280 

Disposals

 - 

 - 

 - 

 - 

(211)

(211)

 

 

 

 

 

 

At 31 December 2007

2,191 

151 

516 

226 

370 

3,454 

 

 

 

 

 

 

Depreciation

At 1 October 2005

37 

89 

308 

162 

342 

938 

Charge for year

12 

18 

10 

106 

147 

Eliminated on disposals

 - 

 - 

 - 

 - 

(129)

(129)

 

 

 

 

 

 

At 30 September 2006

38 

101 

326 

172 

319 

956 

Charge for year

12 

46 

10 

62 

131 

Eliminated on disposals

 - 

 - 

 - 

 - 

(149)

(149)

 

 

 

 

 

 

At 31 March 2007

39 

113 

372 

182 

232 

938 

 

 

 

 

 

 

Carrying amount

At 31 December 2007

2,152 

38 

144 

44 

138 

2,516 

 

 

 

 

 

 

At 30 September 2006

50 

71 

54 

251 

429 

 

 

 

 

 

 

The net book value of motor vehicles includes an amount of £173,000 (2006 - £165,000) in respect of assets held under finance leases and hire purchase. The related depreciation charge on these assets for the period was £65,000 (2006: £49,000). 

  12. Investments

Investment in

associate

£000

At 1 October 2006

 - 

Additions

- Net assets

254 

- Goodwill

701 

 

At 31 December 2007

- Net assets

254 

- Goodwill

701 

 

955 

 

The investment in associate represents the investment made by the Group in One80 Limited. The Group acquired ordinary shares in one80 Limited in 2 stages. On 28 December 2006 the Group acquired 11% interest in for a consideration of £50k. On 31 December 2007 the Group increased its shareholding to 28.5% for an additional consideration of £905k. One80 Limited specialises in vehicle engineering and its shares are not publicly listed on a stock exchange and the fair value of its shares cannot be determined. Financial information of this associate can be summarised as follows: 

2007

£000

Assets

1,040 

Liabilities

(150)

Net assets

890 

Group share of net assets

254 

 

At 1 October 2006 the Group held 28.3% of the ordinary shares of Cabvision Limited, a company specialising in digital advertising in London Taxis. Due to the failure of Cabvision Limited the Group disposed of the investment and at the period end has written off amounts receivable from Cabvision Limited amounting to £2.342m (2006 - £0.519m). The Group no longer holds any interest in Cabvision Limited. The shares in Cabvision Limited were held at nil value and disposed of for £57.

  13. Inventories

31 December

30 September

2007

2006

£000

£000

Raw materials

295 

314 

Consignment stock

1,704 

171 

Finished goods and goods for resale

528 

614 

 

 

2,527 

1,099 

 

 

All vehicles stocks held under consignment stock agreements are deemed to be assets of the Group and are included on the balance sheet from the point of consignment. The corresponding liabilities to the manufacturer are included within trade and other payables. Stocks are held on consignment until sold. Interest is payable at rates linked to Lloyds UDT Base Rate. The liability for consignment creditors are secured on the asset to which they relate.

Raw materials, which includes vehicles parts, is stated after provision for obsolescence of £21,755 (2006 - £50,113). Finished goods, which includes used vehicles, is stated after provision for slow moving vehicles of £327,063 (2006 - £48,500). 

The Directors consider that the carrying value of the inventories are stated at the lower of cost and net realisable value.

  14. Trade and other receivables

31 December

30 September

2007

2006

£000

£000

Trade receivables

1,164 

2,005 

Other receivables

504 

 - 

Prepayments and accrued income

248 

158 

 

 

1,916 

2,163 

 

 

The Directors consider that the carrying amount of trade and other receivables approximates to their fair value. Included in trade receivables above are provisions for impairment of receivables of £34,000 (2006 - £21,000). All the receivables are due within next 12 months.

In addition, some of the unimpaired trade receivables are past due as at the reporting date. The age of the financial assets past due date but not impaired is as follows:

31 December

30 September

2007

2006

£000

£000

Not more than 3 months

234

175

More than 3 months but not more than 1 year

67

94

301

269

The Group has no significant concentration of credit risk, with exposure spread over a large number of customers. These bad debts have been determined by reference to past default experience and a knowledge of the individual circumstances of certain receivables.

15. Cash and cash equivalents

31 December

30 September

2007

2006

£000

£000

Cash and cash equivalents

1,262 

1,503 

 

 

All of the Group's cash and cash equivalents are at floating rate.

The Directors consider that the carrying amount of cash and cash equivalents approximates to their face value.

  16. Trade and other payables

31 December

30 September

2007

2006

£000

£000

Trade payables

5,669 

2,109 

Other taxation and social security

265 

336 

Other payables

161 

11 

Accrued expenses and deferred income

394 

138 

 

 

6,489 

2,594 

 

 

Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 49 days (2006 - 28 days).

Included in trade payables are amounts of £1.7m (2006: £171k) representing motor vehicle consignment stock not yet purchased.

The Directors consider that the carrying value of trade and other payables approximates to their fair value. All the trade and other payable are payable within next 12 months.

17. Borrowings

31 December

30 September

2007

2006

£000

£000

Current portion of long term borrowings

Obligations under finance lease

61 

85 

Non-current long term borrowings

Obligations under finance lease

100 

 

 

Total borrowings

69 

185 

 

 

  18. Financial instruments - Risk management

The Group in principal does not use or trade in derivative financial instruments.

The Group's financial instruments comprise hire purchase and finance leases, cash and cash equivalents and various other items such as trade receivables, other receivables and creditors that arise directly from its operations. The main purpose of these financial instruments is to provide finance for the Group's operations. The assets and liabilities that comprise the financial instruments of the Group are as follows: 

31 December

30 September

2007

2006

Note

£000

£000

Financial assets catergorised as loans and receivables

Trade receivables

14 

1,164 

2,005 

Other receivables

14 

504 

 - 

Cash and cash equivalents

15 

1,262 

1,503 

 

 

2,930 

3,508 

 

 

Financial liabilities measured at amortised cost

Trade payables

16 

5,669 

2,109 

Other payables

16 

161 

11 

Accruals and deferred income

16 

394 

138 

Other taxes and social security

16 

265 

336 

Finance leases

17 

69 

185 

 

 

6,558 

2,779 

 

 

The main risks arising from Group's financial instruments are credit risk, interest rate risk and liquidity risk. The Board reviews and agrees policies for managing these risks and they are summarised below. These policies have remained unchanged throughout the financial period.

Credit risk

The Group's exposure to credit risk is limited to the carrying values of financial assets recognized at the balance sheet date, as summarised below:

31 December

30 September

2007

2006

£000

£000

Classes of financial assets - carrying amount

Cash and cash equivelents

1,262 

1,503 

Trade and other receivables

1,668 

2,005 

 

 

2,930 

3,508 

 

 

The maximum exposure to credit risk in relation to trade receivables is equivalent to the period end balance. It is the Group's policy to assess the credit risk of its customers. The Group closely monitors the credit worthiness of customers and other counterparties, and will require an advance payment if necessary. The Group will terminate business with a poor credit history.

The directors consider that all the above financial assets that are not impaired for each of the reporting dates under review are of good credit quality, based on financial information and past trading history, including those that are past due.

The Group is not exposed to any significant credit risk exposure to any single counterparty or group of counterparties having similar characteristics. The credit risk for cash and cash equivalents is considered negligible since the counterparties are reputable banks with high quality external credit ratings.

Liquidity risk

The group's objective is to maintain a balance between continuity of funding and flexibility through cash pooling and shareholder funding. The Group monitors its liquidity risk on an ongoing basis by undertaking rigorous cash flow forecasting procedures.

As at 31 December 2007, the Group's financial liabilities have contracted maturities, which are summarized below:

Current

Non-Current

Within

6 to 12

2 to 5

Later Than

6 Months

Months

Years

5 Years

£000

£000

£000

£000

Obligations under finance leases

30 

31 

 - 

Trade payables

5,669 

 - 

 - 

 - 

 

 

 

 

5,699 

31 

 - 

 

 

 

 

This compares to the maturity of the Group's financial liabilities in the previous reporting period as follows:

Current

Non-Current

Within

6 to 12

2 to 5

Later Than

6 Months

Months

Years

5 Years

£000

£000

£000

£000

Obligations under finance leases

42 

43 

100 

 - 

Trade payables

2,109 

 - 

 - 

 - 

 

 

 

 

2,151 

43 

100 

 - 

 

 

 

 

Interest rate risk

The Group finances itself using its own cash balances which comprise cash and short-term deposits, and therefore has no significant interest rate risk. Additionally, borrowings on short term and long term borrowings are on fixed rates.

The carrying value of all other financial instruments equate to their fair value.

  19. Deferred taxation

Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 28% (2006 - 30%). The movement on the deferred tax accounts is shown below:

31 December

30 September

2007

2006

£000

£000

Balance at the start of the period

28 

30 

Income statement charge/(credit)

(2)

Taken to equity

 - 

 - 

 

 

Balance at the end of the period

34 

28 

 

 

Details of the deferred tax liability are as follows:

Accelerated capital allowances

34 

28 

 

 

At the period end deferred tax assets of £198,000 (2006 - £40,000) were not recognised.

20. Share capital

31 December

30 September

2007

2006

£000

£000

Authorised

600,000,000 (2006 - Nil) Ordinary shares of 1p each

6,000 

 - 

Nil (2006 - 50,000) Ordinary shares and A Ordinary shares of £1 each

 - 

50 

 

 

6,000 

50 

 

 

Alloted, called up and fully paid

302,050,200 ordinary shares of 1p each

3,021 

 - 

Nil (2006 - 50,000) ordinary shares and A ordinary shares of £1 each

 - 

50 

 

 

3,021 

50 

 

 

The Group's comparative figures for share capital presented in the financial statements are the consolidated numbers of KPM Autos Limited for the year ended 30 September 2006.

On 10 October 2007 the company's authorised share capital was increased from £563,069 to £6,000,000 by the creation of additional 543,693,060 ordinary shares of 1p each ranking pari passu with existing shares. Furthermore 260,000,000 ordinary shares of 1p each were issued at a premium of 4p to affect the reverse takeover and associated fund raising.

  Share options

The Group has established a share option scheme that entitles key management and senior employees to purchase shares in the entity.

The Group has established a scheme under the Enterprise Management Incentive (EMI) code (set out in Schedule 5 to the Income Tax (Earnings and Pensions) Act 2003). The options granted under EMI scheme may be exercised between three and ten years of the anniversary of the date of the grant. 

Qualifying employees are invited to apply for the grant of a contingent right to acquire shares under the plan. Subject to the rules of the Plan, options will enable employees to receive a number of eco city vehicles plc ordinary shares three years after the Option is granted, subject to meeting any performance targets set by the Remuneration Committee.

The Group has also granted share options to two directors under the unapproved scheme. Those granted under unapproved scheme may be exercised between three and ten years of the anniversary of the date of the grant. 

The number and weighted average exercise price of the Group's entire share options are as follows:

Weighted average exercise price

Number of options

2007

2007

Outstanding at the beginning of the period

 - 

 - 

Granted during the period

£0.05 

4,755,000 

Forfeited during the period

 - 

 - 

 

 

Outstanding at the end of the period

0.05 

4,755,000 

 

 

The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted. The estimate of the fair value of the services is measured on a Black-Scholes model in respect of the schemes using the following assumptions:

2007

Fair value of share options and assumptions

Fair value at grant date

£0.05 

Share price at grant date

£0.05 

Expected volatility

40%

Option life

3 years

Expected dividend yield

0%

Risk-free interest rate

5%

  21. Share premium, Retained Earnings and Reverse acquisition reserve

Reverse 

Share

acquisition

Retained

premium

reserve

(deficit)/earnings

£000

£000

£000

At 1 October 2006

 - 

 - 

2,337 

Loss for the period

 - 

 - 

(2,690)

Shares issued

1,982 

 - 

 - 

Share issue costs

(60)

 - 

 - 

Acquisition of subsidiary

 - 

(1,709)

 - 

Share based payment

 - 

 - 

Dividends

 - 

 - 

(300)

 

 

 

At 31 December 2007

1,922 

(1,709)

(650)

 

 

 

22.  Reverse acquisition

On 10 October 2007 the Group acquired 100% of the issued share capital of KPM Autos Limited for a consideration of £12 million satisfied by the issue of 240,000,000 new ordinary shares of 1p each at 5p per share.

In the consolidated Group accounts the transaction has been accounted for as a reverse acquisition in accordance with the principle of IFRS 3 Appendix B. The legal subsidiary is identified as the acquirer, and the fair value of the consideration given is £3.2m. The legal parent is identified as the subsidiary. Therefore no goodwill has arisen. The aggregate deemed fair value of consideration paid, asset and liabilities acquired and resulting charge to the income statement in respect of the above acquisition is detailed below:

 Period ended

31 December

2007

£000

Deemed cost of acquisition

3,200 

Less: Fair value of net assets acquired

(2,355)

 

Deemed reverese acquisition cost

845 

 

The fair value of the net assets acquired are as follows:

£000

Trade and other receivables

62 

Cash and cash equivalents

2,335 

Trade and other payables

(42)

 

2,355 

 

  23. Leases

Finance lease

Total future lease commitments expire as follows:

Minimum

Minimum

lease

Present

lease

Present

payments

Interest

Value

payments

Interest

Value

2007

2007

2007

2006

2006

2006

£000

£000

£000

£000

£000

£000

Leases ending

Not later than one year

70 

61 

96 

11 

85 

Later than one year and not later than five years

113 

13 

100 

 

 

 

 

 

 

79 

10 

69 

209 

24 

185 

 

 

 

 

 

 

The present value of future lease payments is analysed between current and non-current liabilities in Note 17.

Operating leases

The Group has operating leases on all its properties. The terms of the property leases vary although they all tend to be tenant repairing with rent reviews every three and five years and many have break clauses. The totals of future minimum lease payments are due as follows:

2007

2006

£000

£000

Not later than one year

393 

307 

Later than one year and not later than five years

1,347 

1,216 

Later than five years

2,908 

2,640 

 

 

4,648 

4,163 

 

 

  24. Related party transactions

The Group entered into the following material transactions with related parties:

The Group has taken advantage of the exemption contained within IAS 24 - Related Party Disclosures from the requirement to disclose transactions between group companies as these have been eliminated on consolidation.

During the period, rent of £206,760 (2006: £116,600) was paid to KPM-UK Taxis Plc Discretionary Pension Scheme of which directors P.H. DaCosta, M.Troullis and K.L. Marder are the beneficiaries.

 During the period the Group made arm length transactions with a Global Meter Systems Limited, a company in which three of the directors are shareholders. Sales during the period amounted to £86,613 (2006 - £69,975) and the period end the net balance owed by Global Meter Systems limited is £33,216 (2006 - £27,431 credit balance).

During the period the Group made arm length transactions with Cabvision Limited, a company in which the Group had 28.3% interest for part of one period and one of the Company's Director is also a Director of Cabvision Limited. Sales during the period amounted to £473,103 (2006 - £438,118). At the period end the Group wrote off the debt of Cabvision Limited amounting to £2,372,000 (2006 - £519,000). The Group disposed of its interest in Cabvision Limited at a gain of £57.

25. Notes supporting cash flow statement

31 December

30 September

2007

2006

£000

£000

Cash available on demand

1,262 

1,503 

 

 

There was no significant non-cash transaction, which would be classified as a financing activity, for the assets acquired under the finance leases (2006 - £225,000).

26. Capital commitments

The Group had no capital commitments at 31 December 2007.

27. Events after balance sheet date

On 24 January 2008 the Group obtained a long term bank loan of £2.15m to fund the acquisition of the leasehold property in Coventry. The long term bank loan is repayable within 15 years.

On 31 March 2008 the Group increased its interest from 28.5% to 33.3% in its associate undertaking, One80 Limited for a consideration of £245,000. 

28. Contingent liabilities

There are no material contingent liabilities.

 

29. First time adoption of International Financial Reporting Standards (IFRS) 

 This is the first year end that the Group has presented its financial statements under International Financial Reporting Standards (IFRS). The last financial statements under UK GAAP were for the year ended 31 December 2006 and the date of transition to IFRS was therefore 1 January 2006

 The adoptions of IFRS had no impact on either the equity or results of the Company for 2007. The only changes resulting from the transition to IFRS are of a presentational nature.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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