Chieftain Construction Holdings Sep 08

CIDEFTAIN CONSTRUCTION HOLDINGS LIMITED
We hereby certify that the attached are a true copy of the consolidated Balance Sheet, Profit and Loss Account, Director's Report and Auditor's Report for the year ended 30 September 2008 as laid before the annual general meeting of the company.

Signed:

Director

•

30 SEPTEMBER 2008

REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS

CHIEFTAIN CONSTRUCTION HOLDINGS LIMITED

FOR THE YEAR ENDED


REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2008

CONTENTS

DIRECTORS AND OTHER INFORMATION

DIRECTORS' REPORT

STATEMENT OF DIRECTORS' RESPONSIBILITIES

INDEPENDENT AUDITOR'S REPORT

STATEMENT OF ACCOUNTING POLICIES

CONSOLIDATED PROFIT AND LOSS ACCOUNT

CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

CONSOLIDATED BALANCE SHEET

COMPANY BALANCE SHEET

CONSOLIDATED CASH FLOW STATEMENT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

PAGE

2

3-4

5

6-8

9 -11

12

12

13

14

15

16 - 29

1

CHI EFT AIN CONSTRUCTION HOLDINGS LIMITED

DIRECTORS AND OTHER INFORMATION

DIRECTORS

Gerard O'Rourke Majella McMahon

SECRETARY

Gerard O'Rourke

AUDITORS

Deloitte & Touche Chartered Accountants Deloitte & Touche House Charlotte Quay Limerick

PRINCIPAL BANKERS

Bank of Ireland Dooradoyle Limerick

Anglo Irish Banks Corporation pic Henry Street

Limerick

SOLICITORS

McMahon O'Brien Downes Mount Kennett House Henry Street

Limerick

Alex O'Neill & Co. 1 Cecil Street Limerick

REGISTERED OFFICE

Mahon House

Upper William Street Limerick

2

CHIEFf AIN CONSTRUCTION HOLDINGS LIMITED

DIRECTORS'REPORT

The directors present their annual report and the audited consolidated financial statements, for the year ended 30 September 2008.

BUSINESS REVIEW AND FUTURE DEVELOPMENT

The principal activity of the group is construction and property development. The property and construction industry experienced very difficult market conditions in 2008. As a consequence, the group recorded a loss before tax of€6,776,901 for the year as compared to a loss before tax of€82,683 in 2007. The directors have undertaken a detailed review of the carrying value of its assets. The operating loss for the year reflects an impairment charge of €7,990,604 (2007: net €2,700,OOO) arising from this review. Whilst the directors recognise continuing difficulttrading conditions for 2009, within the current economic environment, the group remains focused on reducing costs, maximising sales and managing cash balances, to position the group for market recovery. The directors are currently reviewing borrowing facilities with the principal bankers to ensure that adequate funding is maintained to ensure the orderly completion of the projects currently taking place and to meet continuing working capital requirements. The directors believe that the projects in progress at 30 September 2008 will generate future profits for the group and that the affordable value of the group's product will provide a market advantage when the market recovers.

RESULTS AND DIVIDENDS

Loss for the group for the year amounted to €4,332,509 after exceptional costs of€7,990,604 (2007: profit: €10,677 after exceptional net costs of €2, 700,000). A dividend of €5,896 (2007: nil) has been paid.

RISKS AND UNCERTAINTIES

Withstanding the effects of the general economic downturn in the construction and property industry is the most significant current challenge for the group. In meeting these operating conditions, the director's focus is on decreasing the group's cost base, reducing debt and maximising its cash flow.

The group seeks to maintain a competitive advantage through site location, product quality, affordability and product innovation. In addition to development projects in the Republic of Ireland the group seeks diversification through new geographical locations where demand is apparent.

The group's results from operations are in the main affected by movements in exchange rates between the Euro and US Dollar, Sterling and South African Rand.

The group has a number of debt facilities to fund operational and development activities. Honouring all related covenants and maintaining the support of the group's banks and financiers is an area of key focus for the directors.

The principal key performance indicators used in assessing the group's operating performance continues to be the review of sales units and costs per unit constructed together with ongoing loan to value assessments of individual developments.

3


DIRECTORS' REPORT - CONTINUED

SUBSIDIARY UNDERTAKING

Details of the company's subsidiary undertakings are set out in note 10 to the financial statements.

DIRECTORS

The present membership of the board is set out on page 2. The directors are not required to retire by rotation. All directors served throughout the year.

DIRECTORS' AND SECRETARY'S INTEREST IN SHARES

The directors and secretary who held office at 30 September 2008 and their interests in the company are as stated below:-

30 September 2008 Ordinary Shares of €1.27 each

30 September 2007 Ordinary Shares of€1.27 each

Beneficial interests:

Ger O'Rourke Majella McMahon

990 10

990 10.

BOOKS OF ACCOUNT

To ensure that proper books and accounting records are kept in accordance with Section 202 of the Companies Act, 1990, the directors have employed appropriately qualified accounting personnel and have maintained appropriate computerised accounting systems. The books of account are located at the company's office at Mahon House, Upper William Street, Limerick.

AUDITORS

The Auditors, Deloitte & Touche, Chartered Accountants, continue in office in accordance with Section 160 (2) of the Companies Act, 1963.

Signed on behalf of the Board

G.O'ROURKE

)

) DIRECTORS )

M.McMAHON

Date: 27 November, 2009

4


STATEMENT OF DIRECTORS' RESPONSIBILITIES

Irish company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and the group and of the loss of the group for that period. In preparing those financial statements, the directors are required to:

select suitable accounting policies for the group and the parent company financial statements and then apply them consistently;

make judgments and estimates that are reasonable and prudent; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the fmancial statements are prepared in accordance with accounting standards generally accepted in Ireland and comply with Irish statute comprising the Companies Acts, 1963 to 2009 and the European Communities (Companies: Group Accounts) Regulations, 1992. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. .

5

Oeloitte.

Deloitte & Touche Chartered Accountants & Registered Auditors

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CHIEFTAIN CONSTRUCTION HOLDINGS LIMITED

We have audited the financial statements of Chieftain Construction Holdings Limited for the year ended 30 September 2008 which comprise the Statement of Accounting Policies, the Consolidated Profit and Loss Account, the Consolidated Statement of Total Recognised Gains and Losses, the Consolidated Balance Sheet, the Company Balance- Sheet, the Consolidated Cash Flow Statement and the related notes I to 27. These financial statements have been prepared under the accounting policies set out in the Statement of Accounting Policies.

This report is made solely to the company's members, as a body, in accordance with Section 193 of the Companies Act, 1990. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to themin an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

The directors are responsible for preparing the financial statements, as set out in the Statement of Directors' Responsibilities.' in accordance with applicable law and accounting standards issued by the Accounting Standards Board and published by the Institute of Chartered Accountants in Ireland (Generally Accepted Accounting Practice in Ireland).

Our_ responsibility, as independent auditor, is to audit the financial statements in accordance with relevant , legal and regulatory requirements and International Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the financial statements give a true and fair view, in accordance with Generally Accepted Accounting Practice in Ireland, and are properly prepared in accordance with Irish statute-compnsmg the-Comp-allies Acts,T963 'to iClO9,-IDidtheEuropean-C6i:nIDiinities {Comparues:Gioup Accounts) Regulations, 1992. We also report to you whether in our opinion: proper books of account have been kept by the company; whether, at the balance sheet date, there exists a financial situation requiring the convening of an extraordinary general meeting of the company; and whether the information given in the Directors' Report is consistent with the financial statements. In addition, we state whether we have obtained all information and explanations necessary for the purpose of our audit and whether the company's balance sheet and profit and loss account are in agreement with the books of account.

We also report to you it; in our opinion, any information specified by law regarding directors' remuneration and directors' transactions is not disclosed and, where practicable, include such information in our report. -

We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatement within it. Our responsibilities do not extend to other information.

Continued on the next pagel

Members of

Deloitte Touche Tohmatsu

6

'Deloitte.

IContinued from the previous page


Basis of audit opinion

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures ill the financial statements. It also in~ludes an assessment of the significant estimates and judgments made by the directors in the preparation of the fmancial statements and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately

disclosed. .

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give ·reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we evaluated the overall adequacy of the presentation of information in the

- .financial statements.

Opinion

In our opinion the financial statements:

• give a true and fair view, in accordance with Generally Accepted Accounting Practice in Ireland, of the state of affairs of the company and the group as at 30 September 2008 and of the loss of the group for the year then ended; and

• have been properly prepared in accordance with. the Companies Acts, 1963 to 2009 and the European Communities (Companies: Group Accounts) Regulations, 1992.

Emphasis of matter - Going Concern

Without qualifying our opinion, we draw your attention to Note I to the financial statements which indicates that the group incurred a loss €4,332,509 for the year after a stock write down of €7,990,604 and that the group is currently reviewing its borrowing facilities with its principal bankers. These conditions indicate the existence of a material uncertainty which may cast doubt on the ability of the group and the company to continue as a going concern. The group is dependent upon the continued support of its bankers in relation to its existing facilities and the bank's commitment to continuing to provide sufficient banking facilities for a period of not less than twelve months from date of approval of the financial statements. Based on regular discussions with the bankers, the directors are not aware of any matters to suggest that any required renewal or rescheduling of facilities will not be forthcoming on acceptable terms. The directors have prepared the financial statements of the group and the company on a going concern basis. The financial statements do not include the adjustments that would result if the company was unable to continue as a going concem

We have obtained all the information and explanations we considered necessary for the purpose of our audit. In our opinion proper books of account have been kept by the company. The company's balance sheet and profit and loss account are in agreement with the books of account.

Continued on the next pagel

7

· Deloitte.

IContinuedfrom the previous page


In our opinion the information given in the Directors' Report is consistent with the financial statements.

The net assets of the company, as stated in the balance sheet are more than half the amount of its called-up share capital and, in our opinion, on that basis there did not exist at 30 September 2008 a financial situation which, under Section 40(1) of the Companies (Amendment) Act, 1983, would require the convening of an extraordinary general meeting of the company.

Chartered Accountants and Registered Auditors Limerick

Date: 27 November, 2009

8

CHIEFTAIN CONSTRUCTION HOLDINGS LIMITED STATEMENT OF ACCOUNTING POLICIES

The significant accounting policies adopted by the group are as follows:-

BASIS OF PREPARATION

The financial statements have been prepared in accordance with accounting standards generally accepted in Ireland and Irish statute comprising the Companies Acts, 1963 to 2009 and the European Communities (Companies: Group Accounts) Regulations, 1992.

ACCOUNTING CONVENTION

The fmancial statements have been prepared under the historical cost convention, modified to include the revaluation of certain fixed assets.

BASIS OF CONSOLIDATION

The consolidated fmancial statements include the financial statements of the company and its subsidiaries together with the group's share of profits and net assets/(liabilities) of its joint venture partnership interests, made up to 30 September 2008.

, TANGmLE ASSETS

Lands categorised as long term hold assets are stated at valuation. All other tangible fixed assets are stated at cost.

Depreciation is not provided for on land. Buildings have not been depreciated on the basis that these properties are in good repair and it is considered that residual values are such that depreciation is not significant. On other assets it is provided for on a reducing balance basis over the estimated useful lives of the assets. The annualrates of depreciation are as follows:

Plant & Machinery Fixtures & Fittings Motor Vehicles

Leased Motor Vehicles - Office Equipment Computer Equipment Leased Equipment

15% Reducing Balance 15% Reducing Balance 20% Reducing Balance 20% Reducing Balance 15% Reducing Balance 20% Reducing Balance 15% Reducing Balance

FINANCIAL ASSETS

Investments in subsidiary companies are stated in the holding company's balance sheet at cost, less provision for any permanent diminution in value.

Unquoted investments are stated at cost, less provision for any permanent diminution in value.

9

CHIEFTAIN CONSTRUCTION HOLDINGS LIMITED STATEMENT OF ACCOUNTING POLICIES - CONTINUED

STOCKS AND WORK IN PROGRESS

Site Costs:

Site costs are valued at the lower of cost and net realisable value.

Work In Progress:

Work in progress and/or completed units unsold at the balance sheet date are valued at the lower of cost and net realisable value. Cost represents all construction and development costs. Net realisable value represents estimated selling prices of the construction work less all further costs of development and all costs expected to be incurred in marketingand selling.

Long Term Contracts:

Long term contracts are assessed on a contract by contract basis and are reflected in the profit and loss account by recording turnover and related costs as contract activity progresses. No profit is recognised until the outcome of a long term contract can be assessed with reasonable certainty. Work in progress represents costs incurred net of amounts transferred to cost of sales, less foreseeable losses and applicable payments on account not matched with turnover.

The amount by which recorded turnover in excess of payments on account of individual contracts is classified as amounts recoverable on contracts and included within debtors. The balance of payments received on account of individual contracts in excess of amounts matched with turnover and offset against long term contract work in progress balances are classified as payments on account and included within creditors. The amount by which the provision for foreseeable losses exceeds the costs incurred after transfer to cost of sales is included within provisions for liabilities and charges.

LEASED ASSETS

Tangible fixed assets acquired under finance leases are included in the balance sheet at their equivalent capital value and are depreciated over their useful lives. The corresponding liabilities are recorded as a creditor and the interest element of the finance lease rentals is charged to the profit and loss account on an annuity basis. Operating lease rentals are charged to the profit and loss account on a straight line basis over the lease term.

TAXATION

The charge for taxation is based on the profit for the year. Deferred tax is calculated on the differences between the company's taxable profits and the results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

PENSION COSTS

Retirement benefits to certain employees are met by payments to a defined contribution pension fund. Contributions are charged to the profit and loss account in the year in which they fall due.

10

CHIEFTAIN CONSTRUCTION HOLDINGS LIMITED STATEMENT OF ACCOUNTING POLICIES - CONTINUED

FOREIGN CURRENCIES

Transactions denominated in foreign currencies relating to revenues, costs and non-monetary assets are translated into Euro at the rate of exchange ruling on the date on which the transaction occurred.

Monetary assets and liabilities denominated in foreign currencies are translated into Euro at the rate of exchange ruling on the balance sheet date. Resulting profits or losses are dealt with in the profit and loss account.

The group's net investments in overseas subsidiary undertakings, branches, joint ventures and associates are translated at the rate ruling at the balance sheet date. The profits and losses of overseas subsidiary undertakings, branches, joint ventures and associates are translated at average rates for the year. Exchange differences resulting from the retranslation of the opening balance sheets of overseas subsidiary undertakings, branches, joint ventures and associates at closing rates, together with the differences on the translation of the profit and loss accounts, are dealt with through reserves and reflected in the statement of total recognised gains and losses.

11

CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2008
2008 2007
Note € €
TURNOVER 2 56,013,566 76,492,581
Cost of sales (50,770,788) (64,725,423)
Exceptional items 4 (7,990,604) (4,000,000)
GROSS (LOSS)IPROFIT (2,747,826) 7,767,158
Distribution expenses (324,523) (473,333)
Administrative expenses (2,713,094) (8,488,014)
Other operating income 7,449 17,756
Exceptional items 1,300,000
OPERATING (LOSS)IPROFIT (5,777,994) 123,567
Interest payable and similar charges 5 (1,022,183) (285,941)
Share of attributable partnership profits 23,276 79,691
LOSS BEFORE TAXATION 6 (6,776,901) (82,683)
Taxation 7 2,444,392 93,360
(LOSS)IPROFIT FOR THE FINANCIAL YEAR 8 (4,332,509) 10,677 CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

2008 2007
Note € €
(Loss)/profit retained for the year 8 (4,332,509) 10,677
Transfer from revaluation reserve 13,810,448
Tax applicable to revaluation reserve (3,129,996)
Revaluation reserve 9,19 5,032,324
Foreign exchange translation differences 21 (206,596) (4,216)
Total gains and losses recognised since last annual report 493,219 10,686,913 All results derive from continuing operations. The financial statements were approved by the board of directors on 27 November, 2009 and signed on its behalf by:-

G.O'ROURKE

)

) DIRECTORS )

M.McMAHON

12

CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER 2008
2008 2007
FIXED ASSETS Note € €
Tangible assets 9 8,695,950 3,857,817
Financial assets 10 1,560,010 1,560,010
10,255,960 5,417,827
CURRENT ASSETS
Stock 11 61,168,123 72,328,502
Debtors 12 74,257,944 38,775,899
Cash 695,687 3,697,634
136,121,754 114,802,035
CREDITORS (Amounts falling due
within one year) l3 (38,916,983) (31,634,683)
NET CURRENT ASSETS 97,204,771 83,167,352
TOTAL ASSETS LESS CURRENT
LIABILITIES 107,460,731 88,585,179
after more than one year) 15 (87,938,179) (69,549,950)
19,522,552 19,035,229
CAPITAL AND. RESERVES
Called up share capital 18 2,101,270 2,101,270
Revaluation reserve 19 5,032,324
Profit and loss account 20 12,516,230 16,854,635
Translation adjustment (127,272) 79,324
SHAREHOLDERS' FUNDS 21 19,522,552 19,035,229 The financial statements were approved by the board of directors on 27 November, 2009 and signed on its behalf by:-

G.O'ROURKE

)

) DIRECTORS )

M.McMAHON

13

COMPANY BALANCE SHEET AS AT 30 SEPTEMBER 2008
Note 2008 2007
€ €
FIXED ASSETS
Financial assets 10 160 160
CURRENT ASSETS
Debtors 12 13,923,687 13,095,756
13,923,687 13,095,756
within one year) 13 (1,192,935) (4,660)
12,730,752 13,091,096
TOTAL ASSETS LESS CURRENT LIABILITIES 12,730,912 13,091,256
after more than one year) 15 (11,155,000) (10,953,444)
1,575,912 2,137,812
CAPITAL AND RESERVES
Called up share capital 18 2,101,270 2,101,270
Profit and loss account 20 (525,358) 36,542
SHAREHOLDERS' FUNDS 21 1,575,912 2,137,812 The financial statements were approved by the board of directors on 27 November, 2009 and signed on its behalf by:-

G.O'ROURKE

)

) DIRECTORS )

M.McMAHON

14


CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30.SEPTEMBER 2008

Note

2008 €

2007 €

NET CASH OUTFLOW FROM OPERATING ACTIVITIES

22

(27,578,583)

(8,076,126)

RETURNS ON INVESTMENTS AND SERVICING OF FINANCE

Interest paid

Interest element of finance leases

(998,668) . (23,515)

(268,220) (17,721)

NET CASH OUTFLOW FROM RETURNS ON INVESTMENTS AND SERVICING OF FINANCE

(1,022,183)

(285,941)

TAXATION

(193,737)

(676,413)

CAPITAL EXPENDITURE Purchase of tangible fixed assets Receipts from sale of fixed assets

(547,052) 357,628

(795,725) 15,044,567

NET CASH (OUTFLOW)IINFLOW FROM CAPITAL EXPENDITURE

(189,424)

14,248,842

DIVIDEND

(5,896)

CASH (OUTFLOW)IINFLOW BEFORE FINANCING

(28,989,823)

5,210,362

FINANCING

Debt due within one year

Debt due after more than one year Capital element of finance leases

(DECREASE)IINCREASE IN CASH

23

6,852,469 (13,397,160)
18,465,791 9,847,059
(123,085) (62,691)
25,195,175 (3,612,792)
(3,794,648) 1,597,570 NET CASH INFLOW/(OUTFLOW) FROM FINANCING

15

CHIEFf AIN CONSTRUCTION HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2008

1. BASIS OF PREPARATION - GOING CONCERN

The financial statements have been prepared on the going concern basis which assumes that the group will continue in operational existence for the foreseeable future. In considering the going concern basis, the board notes the reported loss for the year of €4,332,509. The loss incurred in the current year was after write downs of €7,990,604, to the carrying value of stocks and work in progress and also to other related deferred contract costs.

The current property market is such, that sales activity has slowed, requiring an ongoing dependency on bank and related borrowings to finance same. While such facilities (note 14) are in the main structured by the banks as demand facilities, a substantial amount of the loans drawn down are considered to be longer term reflecting the anticipated period of site acquisition, development and completion of sales. The group is currently reviewing its borrowing facilities with its principal bankers and based on regular discussions with its bankers is not aware of any matters to indicate that any required renewal or rescheduling of facilities will not be forthcoming on acceptable terms. The parent company manages the operations of the group and its investment in subsidiary interests so as to ensure that all subsidiary undertakings are in a position to continue their activities for the foreseeable future.

The validity of the going concern assumption is dependent upon the group generating sufficient revenues and on maintaining sufficient levels of bank and related finance, to enable it have adequate cash resources to meet its working capital needs for a period of not less than 12 months from the date of approval of the financial statements and to enable the group meet its liabilities as they fall due.

After making enquiries, and considering the uncertainties described above, the directors have a reasonable expectation that the group will generate sufficient revenues and maintain sufficient levels of funding to enable the group and the company to have adequate cash resources to meet working capital needs for a period of at least 12 months from the date of approval of the financial statements and to enable the group and the company to meet liabilities as they fall due. On this basis the directors consider that it is appropriate for the financial statements to be prepared on the going concern basis. The fmancial statements do not include any adjustments that would be necessary if the group and the company were unable to continue as a going concern.

2. TURNOVER

Turnover comprises the sale of houses, apartments and lands supplied by the group exclusive of trade discounts and value added tax. Also included in turnover is the value of long term contract activity in the financial period.

Geographical analysis of turnover: 2008 2007
€ €
Republic of Ireland 16,861,240 63,002,208
USA 33,662,170 ~,659,408
South Africa 5,490,156 4,830,965
56,013,566 76,492,581 16

CHIEFT AIN CONSTRUCTION HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED FOR THE YEAR ENDED 30 SEPTEMBER 2008

3. EMPLOYEES AND REMUNERATION

The average number of persons employed by the group during the year analysed by category, was as follows:-

No. of Employees 2008

No. of Employees 2007

Administration Other

16 25

16 82

41

98

The aggregate payroll costs of these persons were as follows:-

2007 €

2008 €

Wages and salaries Social welfare costs Staff pension costs

2,332,237 279,870 46,093

6,282,134 635,520 299,513

2,658,200

7,217,167

4.

EXCEPTIONAL ITEMS

2008 €

2007 €

Site and contract cost impairment

7,990,604

4,000,000

5.

~TERESTPAYABLEANDSIMILAR CHARGES

2008 €

2007 €

Loans and overdrafts wholly repayable within 5 years Finance lease interest and charges

998,668 23,515

268,220 17,721

1,022,183

285,941

17



6. (LOSS)IPROFIT BEFORE TAXATION 2008 2007
€ €
The (loss)/profit before taxation is stated after charging:
Depreciation 355,511 418,905
Directors' remuneration
- Fees
- Other emoluments including pension 58,245 106,531
Auditors' remuneration 95,000 97,500
Loss/(profit) on disposal of tangible fixed assets 12,617 (200,756)
7. TAXATION 2008 2007
€ €
(Credit)/charge for the year (2,543,246) (144,740)
Under/( over) provision in respect of prior year 12,554 25,539
Deferred tax charge 86,300 25,841
(2,444,392) (93,360) The profits of the group are subject to a corporation tax rate of 12\11%.

2008 2007
€ €
Factors affecting tax charge for the year:
(Loss)/profit before tax (6,776,901) (82,683)
(Loss)/profit multiplied by effective rate
of corporation tax of 12\11% (847,113) (10,335)
Effects of:
Expenses not deducted for tax purpose (48,347) (49,998)
Depreciation in excess of capital allowances 19,282 26,755
Effect of income taxable at a higher rate of tax 95,625 1,302,151
Revaluation reserve at a higher rate of tax 1,726,306
DIRT (5,577)
Consolidation adjustment not taxable (15,000) (14,719)
Losses carried forward 795,553 16,645
Losses carried back (383,445)
Losses utilised (2,332,949) (5,972)
Other 173,148
Current tax charge for the year (2,543,246) 2,985,256
Tax applicable to revaluation reserve (3,129,996)
(2,543,246) (144,740)
18 '.



8.

2008 €

2007 €

(LOSS)fPROFIT FOR THE -FINANCIAL YEAR

(Loss)/profit for ~e fmancial year has been retained in:

Holding company Subsidiary companies

(556,004) (3,776,505)

30,646 (19,969)

(4,332,509)

10,677

A separate profit and loss account for Chieftain Construction Holdings Limited has not been prepared, as permitted by Section 3(2) of the Companies (Amendment) Act, 1986.

_______________________________________________________________ 19

N-

oN 0

N

t--

- '-'

"""' - V) V) .-1\0 I r"f')

00 e- t-_

\0 .... _; .......

o 0'1 '-'

"""

III 00 o

r:

V ....

N .... III .n

o

r'l III

- ("')

0'1

0\

V)

-

\0 N

-

o N



10. FINANCIAL ASSETS

2008 €

2007 €

GROUP

Investment in lir?ited partnership at cost:

- Wicklow Limited Partnership

1,560,000

1,560,000

Investment in associated companies (unlisted shares) at cost:

Lidus Limited Loizou Limited Nigheim Limited Laricous Limited JRS Security Limited

2 2
2 2
2 2
2 2
2 2
1,560,010 1,560,010 . Associate companies:
Name % owned Reg!stered office Nature of business
Lidus Limited 50% Deloitte & Touche House
Charlotte Quay, Limerick General Partner
Loizou Limited 50% Deloitte & Touche House
Nigheim Limited 50% Deloitte & Touche House
Laricous Limited 50% Deloitte & Touche House
JRS Security Limited 50% Deloitte & Touche House
Charlotte Quay, Limerick General Partner In the opinion of the directors, the net realisable value of the unlisted investments included above is not less than the net book value.

21

-------1

I



10. FINANCIAL ASSETS - (Continued)

COMPANY

Shares in subsidiary companies (unlisted) at cost:

2008 €

Chieftain Construction Limited (2 ordinary shares @ €1.27 each) Mayfair Construction Limited (12 ordinary shares @ €1.27 each) Citywide Developments Limited (12 ordinary shares @ £1.27 each) Mulcair Well Drilling Limited (2 ordinary shares @ €1.27 each) Chieftain City Campus Limited (12 ordinary shares @ €1.00 each) Chieftain Developments Limited (12 ordinary shares @ €1.00 each) Chieftain Investments Limited (50 ordinary shares @ €1.00 each) Chieftain Real Estate Limited (50 ordinary shares @ €1.00 each)

Subsidiary

% Owned

Chieftain Construction Limited

100%

Mayfair Construction Limited 100%
Citywide Developments Limited 100%
Mulcair Well Drilling Limited 100%
Chieftain City Campus Limited 100%
Chieftain Developments Limited 100%
Chieftain Investments Limited 100%
Chieftain Real Estate Limited 100% 3 3
15 15
15 15
3 3
12 12
12 12
50 50
50 50
160 160
Nature of Business Registered Office

2007 €

Mahon House,

Upper William Street, Limerick Construction

Mahon House,

Upper William Street, Limerick

Mahon House,


Mahon House,


Mahon House,


Mahon House,


Mahon House,


Mahon House,


Provision of labour services

Property development


Construction


Holding company


Chieftain Construction Limited and Chieftain Real Estate Limited have branches operating in South Africa.

22

CHIEFT AIN CONSTRUCTION HOLDINGS LIMITED


10. FINANCIAL ASSETS - (Continued)

Subsidiary % Owned

The following companies are subsidiary undertakings of Chieftain Construction Limited:

Registered Office

Nature of Business

. Lexington Residential 100%

Development Inc.

Chieftain Construction US, Inc. 100%

Lexington Construction LLC 100%

Centauros Properties, SL 100%

N ewtownmahon Courtyard 50%

Limited

11. STOCK GROUP Materials

Work in progress

Site cost and site development

Brown, Udell and Pomerantz 1332 North Halstead - Suite 100 Chicago, Illinois 60622, USA






Avda, Ricardo Soniano, 12, la-4 Edificio Marques de Salamanca 29600 Marbella, Malaga, Spain

Investment in property

Mahon House

Upper William Street Limerick

Management company

2008 €

2007 €

103,200 31,073,930 41,151,372

72,328,502

335,000 24,903,977 35,929,146

61,168,123

Sites and work in progress have been stated at the lower of cost and net realisable value. At the balance date the directors have made a provision for impairment of stocks and other related deferred contract costs of €11,990,604 (2007: €4,000,000). The directors believe that this is appropriate, in recognition of current market conditions and having reviewed recent sales prices for the group's respective stock lines.

12. DEBTORS GROUP Trade debtors

Amounts recoverable on contracts Amounts due from related parties (note 26) Prepayments and accrued income

Other debtors

Amounts recoverable from partnership (note 26) Deferred taxation (note 17)

COMPANY

Prepayments and accrued income Amount due from group company

2008 2007
€ €
42,901 3,022,682
48,625,999 12,824,894
293,454 182,509
23,610,416 19,894,257
636,639 641,683
1,048,535 2,123,574
86,300
74,257,944 38,775,899
594,407 1,270
13,329,280 13,094,486
13,923,687 13,095,756
23 CHIEFTAIN CONSTRUCTION HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED FOR THE YEAR ENDED 30 SEPTEMBER 2008·

13. CREDITORS (Amounts falling due within one year)

GROUP Trade creditors

Bank loans andoverdraft (note 14) PAYEIPRSI

Accruals and deferred income Corporation tax

VAT

Obligations under finance leases and hire purchase agreements (note 25)

Amounts due to related parties (note 26) Rent guarantee costs

Director's current account

COMPANY

Amounts due to subsidiary companies Accruals and deferred income

14. BANK LOANS AND OVERDRAFTS

GROUP

Bank overdrafts Bank loans

Less: amounts falling due within one year (note 13)

Amounts falling due after more than one year (note 15)

COMPANY Bank loans

Less: amounts falling due within one year

Amounts falling due after more than one year (note 15)

2008 2007
e €
11,137,854 6,417,548
10,788,161 3,142,991
93,844 428,142
5,106,825 9,087,743
(215,060) 2,509,369
2,323,828 368,375
219,507 265,030
6,504,491 3,108,930
1,503,531 1,706,593
1,454,002 4,599,962
38,916,983 31,634,683
1,186,434 160
6,501 4,500
1,192,935 4,660
2008 2007
e €.
817,118 24,417
89,399,558 64,081,298
90,216,676 64,105,715
(10,788,161) (3,142,991)
79,428,515 60,962,724,1
11,155,000 10,953,444
11,155,000 10,953,444 Bank Security:

(i) Bank loans with Anglo Irish Banks Corporation, Allied Irish Banks pic and Investec Bank (UK) Limited are secured on various lands held by the group and by lands held by a director of the

company. .

(ii) Anglo Irish Banks Corporation have granted a guarantee amounting to €2 million in favour of Bank of Ireland Group, secured on lands of the group held at Coonagh Cross, Limerick.

(iii) Anglo Irish Banks Corporation hold letters of guarantee from a director of the company amounting to €3 million and Stg£1.5 million respectively.

(iv) Allied Irish Banks pic hold a letter of guarantee from a director of the company amounting to €1.3 million.

(v) Bank of Ireland Group holds letters of guarantee from a director amounting to €9.3 million.

(vi) Investec Bank (UK) Limited hold an unlimited guarantee from a director of the company.

24



15. CREDITORS (Amounts falling due 2008 2007
after more than one year) € €
GROUP
Bank loans (note 14) 79,428,515 60,962,724
Obligation under fmance leases and hire purchase (note 25) 109,664 187,226
Other creditors (note 16) 8,400,000 8,400,000
87,938,179 69,549,950
COMPANY
Bank loans (note 14) 11,155,000 10,953,444
11,155,000 10,953,444 16. OTHER CREDITORS

Other creditors comprise Mezzanine Loan Stock issued by a subsidiary company, Lexington Residential Development Inc. and is secured by an initial first charge over lands owned by that company, together with a guarantee from its immediate parent company, Chieftain Construction Limited and a personal guarantee from a director.

The loan stock, which is interest bearing, is repayable over a term of between three and five years, with an option to repay the lenders after three years, commencing in 2009.

17. PROVISIONS FOR LIABILITIES AND CHARGES

GROUP Deferred taxation

The potential amounts of deferred taxation are provided in the financial statements as follows:

2008 2007
€ €
12,874
52,483
(151,657)
(86,300)
86,300 Writing down allowances in excess of depreciation Finance lease payments in excess of depreciation Other timing differences

Debtors (note 12)

25



18. CALLED UP SHARE CAPITAL 2008 2007
e €
GROUP AND COMPANY
Authorised
100,000 Ordinary shares of€1.27 each 127,000 127,000
Allotted and issued
1,000 Ordinary shares of €1.27 each 1,270 1,270
Share capital subscribed but not yet issued 2,100,000 2,100,000
2,IQl,270 2,101,270 19. REV ALVA TION RESERVE 2008 2007
€ €
GROUP
Opening balance 13,810,448
Transfer to revaluation reserve 5,032,324
Transfer from revaluation reserve (13,810,448)
Closing balance 5,032,324 This represents a revaluation reserve in respect of the surplus arising on the valuation ofland held as a long term hold asset. The surplus is not liable to tax until realised.

20. PROFIT AND LOSS ACCOUNT 2008
€
GROUP,
Profit and loss account brought forward 16,854,635
(Loss)/profit for the fmancial year (4,332,509)
Transfer from revaluation reserve
Tax on revaluation reserve
Dividends (5,896)
Profit and loss account carried forward 12,516,230
COMPANY
Profit and loss account brought forward 36,542
(Loss)/profit for the fmancial year (556,004)
Dividends (5,896)
Profit and loss account carried forward (525,358) 2007 €

6,163,506 10,677 13,810,448 (3,129,996)

16,854,635

5,896 30,646

36,542

26

) I.



21. RECONCILIATION OF MOVEMENT IN 2008
SHAREHOLDERS' FUNDS €
GROUP
Opening shareholders' funds 19,035,229
(Loss )/profit for the fmancial year (4,332,509)
Tax on revaluation reserve
Translation adjustment movement (206,596)
Share capital subscribed but not yet issued
Dividends (5,896)
Revaluation reserve 5,032,324
Closing shareholders' funds 19,522,552
COMPANY
Opening shareholders' funds 2,137,812
(Loss)/profit for the fmancial year (556,004)
Share capital subscribed but not yet issued
Dividends (5,896)
Closing shareholders' funds 1,575,912 2007 €

20,058,764 10,677 (3,129,996) (4,216) 2,100,000

19,035,229

7,166 30,646 2,100,000

2,137,812

22. RECONCILIATION OF OPERATING 2008 2007
(LOSS)IPROFIT TO NET CASH OUTFLOW € €
FROM OPERATING ACTIVITIES
Operating (loss)/profit (5,777,994) 123,567
Depreciation 355,511 418,905
Decrease/(increase) in stocks 11,160,379 (6,503,536)
Increase in debtors (35,545,069) (10,566,485)
Increase in creditors 2,407,082 6,556,601
Loss/(Profit) on disposal of tangible fixed assets 12,617 (200,756)
Loss on sale of revalued fixed assets 2,099,794
Translation adjustment (191,109) (4,216)
Net cash outflow from operating activities (27,578,583) (8,076,126) 27

l ,.



23. ANALYSIS OF NET DEBT At 1 October Cash At 30 September
2007 Flow 2008
€ € €
Cash in hand and at bank 3,697,634 (3,001,947) 695,687
Bank overdrafts (24,417) (792,701) (817,118)
(3,794,648)
Debt due within one year (3,118,574) (6,852,469) (9,971,043)
Debt due after more than one year (69,362,724) (18,465,791) (87,828,515)
Finance leases (452,256) 123,085 (329,171)
(25,195,175)
Total (69,260,337) (28,989,823) (98,250,160)
24. RECONCILIATION OF NET CASH FLOW 2008 2007
TO MOVEMENT IN NET DEBT € €
(Decrease )/increase in cash in the year (3,794,648) 1,597,570
Cash (outflow)/inflow from increase in
debt and lease financing (25,195,175) 3,612,792
Movement in net debt in the year (28,989,823) 5,210,362
Net debt at start of year (69,260,337) (74,470,699)
~
Net debt at end of year (98,250,160) (69,260,337)
25. LEASE COMMITMENTS 2008 2007
€ €
GROUP
Finance leases and hire purchase agreements
Payable - within one year 219,507 265,030
within two to five years 109,664 187,226
329,171 452,256 28

•

~ . I ...



26. RELATED PARTY TRANSACTIONS

(a) As at 30 September 2008, the group had the following balances with related parties:

Amounts due from related parties:

2008 €

2007 €

Chieftain Racing Limited Chieftain Global Group Limited Zewa Limited

Wamerswell Trading Limited Fastnet Charters Limited

Oakleigh Wood Management Company Limited Premier Estates Limited

City Campus Management Company Limited Chieftain Capital Limited

Ocean Wave Limited

Rosnaree Management Company Limited Environmental Electrical Limited

Coonagh Gross Management Company Limited

121,400 2,000

23,728 902 3,748

2,004 107,953 100 30,539 26,506

107,953

518 8,155 25,050

3,733 3,519

8,155

293,454

182,509

Amounts due to related parties:

Rathmore House Management Company Limited MH Partnership

Glanntan Management Company Limited Wicklow Partnerships

Zewa Limited

City Campus Management Company Limited Rosnaree Management Company Limited Galeshaw Limited

(1,797) (793,000)

(5,365,509) (237,000) (7,185)

(100,000)

(1,797) (751,251)

(2,347,838) (7,185) (859)

(6,504,491)

(3,108,930)

The above corporate entities are companies with common directors and are under common control. MH Partnership represents a joint venture in which a group company has a 70% interest. In addition to the balances above, the group's interest in the net assets of MH Partnership less amounts received to date, amounts to €1,048,535 (2007: €2,123,574) at the balance sheet date. Separately, a group company has a 10% interest in Wicklow Partnerships.

(b) During the year the company paid €60,000 to Gerard O'Rourke, a company director, in respect of rent on the company's premises at Mahon House, Limerick.

27. COMPARATIVE AMOUNTS

Comparative amounts have been regrouped where necessary to conform with presentation on the same basis as that for the current year.

29

Chieftain Construction Holdings Sep 08

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Chieftain Construction Holdings Sep 08

Uploaded by

Copyright:

Available Formats

CIDEFTAIN CONSTRUCTION HOLDINGS LIMITED

You might also like

Chieftain Construction Holdings Sep 08

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Chieftain Construction Holdings Sep 08

Uploaded by

Copyright:

Available Formats

﻿CIDEFTAIN CONSTRUCTION HOLDINGS LIMITED

You might also like

CIDEFTAIN CONSTRUCTION HOLDINGS LIMITED