Moran Hotel Group Accounts Jan 2011

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C, . . o C OM PA NIE S R EG I~ T~A TIO N O FF IC ~ ; t 1 bI' A N O IF IG U M C HL A RU C UID EA CH TA I V J I 'roup accounts

Section 17 Companies (Amendment) Act 1986. as

amended by Regulation 45 European Communities

(Companies: Group Accounts) Regulations 1992 and

section 65 Company Law Enforcement Act 2001

Companies Act 1990 (Form and Content of Documents

Delivered to Registrar) Regulations 2002

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This form must be completed when a number of

annual returns for companies, which are parent

or subsidiary undertakings of the same group, are

being filed together with only one set of the

consolidated group accounts

Parent company's

name

n om o ne

Country of

incorporation

Company number)

Returns made up to)

nom three

Group accounts

are annexed for

financial year

no", four

Subsidiary

undertakings

note !iV8

Company number

Subsidiary

undertaking's name

i n f ul l

Company number

Subsidiary

undertaking's name

In full

eRO receipt date stamp

Companies Acts 1963 to 2009

B1uPlease complete using black typescript or BOLD CAPITALS, referring to explanatory notes

r & STaverns

Limited

/Ireland

If an Irish-registered company, is the parent company's annual

return being filed now[{] Yes D No

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IMorans Hotel Ireland

limited

jAvonview Taverns

Limited

Presenter details)

Name

Address

DX number

Telephone number

Email

Byrne Curtin Kelly Limited

Verschovie House, 28/30 lower Mount Street, Dubl in 2.

OX exchange016765333 Fax number 01 676 5603

[email protected] Reference number

mailto:[email protected]

mailto:[email protected]



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IMedcoveTavernslimited

IMorans Holdings Intemational

Limited

I Silver Springs Morans HotelLimited

I Riversdale Taverns

Limited

IBOnJa HoldingsLimited

IMatrix FoodsLimited

ISwintron

Limited

iThomas Pr ior Hotel

Limited

1 Thomas Prior Ballsbridge

Limited

INewlands Cross Hotel

Limited



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undertaking's name

in full

IMoransHelicopterslimited

limited

Limited

limited

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limited

Limited

limited

Limited

Limited

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- : ' , \

Copy of Guarantee) The following guarantee Is in force in respect of all the of the companies l isted herein:

BY THIS GUARANTEE

T&S Taverns Limited, as the parent undertaking of the above companies and

for the purposes of the exemptions referred to in Section 17(1) of theCompanies (Amendment) Act, 1986, as amended, and not otherwise, hereby

irrevocably guarantees in respect of the whole of the financial year of the

above companies ending on the 31 January 2009, all of the liabilities of the

above companies, referred to in Section 5(c) of said Act; provided that this

guarantee shall not extend to any liability or commitment of the above, which

shall not have arisen otherwise than in respect of that financial year or which

shall not constitute a liability or loss within the meaning of Section 5(c)

aforesaid',

Copy of Notice) The fol lowing notice has been sent to aUof the shareholders of the companies listed herein

We hereby state that we have availed of Section 17 of the Companies

(Amendment) Act, 1986 as substituted by regulations 45 of the European

Communities (Companies: Group Accounts) Regulation, 1992.

Certification )-----

It is herby declared that the subsidiary undertakings listed herein have availed of the exemption under

section 17 (section 17(1)(d}).

It is herby declared that all the shareholders of the subsidiary undertakings listed herein have declared

their consent to the exemption in accordance with the requirements of section 17 (l)(a) of the Companies

Amendment Act 1986.

I hereby cert ify that the part iculars contained in this form are correct and have been given in accordance

with the Notes on Completion of Form B1u.

Signature 1 4 4I ~< •

Name in block l et te r s o r t ypesc ri p t

'-o Director I E J Secretary note si.



T&S Taverns Limited

Company Number 131157

We herby certify that the within Profit and Loss Account, Statement of Total Recognised

Gains and Losses, Balance Sheet, Report of Auditors and Report of Directors accompanying

this annual return are a true copy of the Consolidated Financial Statements laid before the

AGM of the Company.

Director: S.~~



Company Registration No. 131157 (Eire)

T & 5 TAVERNS LIMITED

DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL

STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2011

;- , ;.~



,.

T & S TAVERNS LIMITED

COMPANY INFORMATION

Directors Sheila Moran

Thomas Moran

Thomas Moran Jnr

Karen Moran

Michael Moran

Tracey Moran

Patrick Power

Alf Smiddy

Tom Ward

Secretary Thomas Moran

Company number 131157

Registered office & Business Address Red Cow Inn Complex

Naas Road

Dublin 22

Auditors Byrne Curtin Kelly

Verschoyle House

28-30 Lower Mount Street

Dublin 2

Bankers Bank of Ireland

Lower Baggot Street

Dublin 2

Allied Irish Bank pic

Ballsbridge

Dublin 4

Bank of Scotland (Ireland)

124 - 127 St Stephens Green

Dublin 2

Ulster Bank

George's Quay

Dublin 2

Solicitors McCann FitzGerald

Riverside One

Sir John Rogerson's Quay

Dublin 2



. ( . - 1


CONTENTS

Directors' report

Page

1 - 3

Independent auditors' report 4-5

Consolidated profit and loss account 6

~u : 0 . , • •

Consolidated statement of total recognised gains and losses 7

Consolidated balance sheet 8

Company balance sheet 9

Consolidated cash flow statement 10

Notes to the consolidated cash flow statement 11

Notes to the consolidated financial statements 12 - 29




DIRECTORS' REPORTFOR THE YEAR ENDED 31JANUARY 2011

The directors present their report and consolidated financial statements for the year ended 31 January 2011 .

Principal activities and review of the business

The principal activity of T&S Taverns Limited is the operation of two hotel groups with a total of 2,596

bedrooms, and a large public house, in both Ireland and the United Kingdom. The Moran Group consists of

476 bedrooms and is a long established hotel group operating 4 four-star hotels in London, Dublin and Cork,

as well as a large public house in Dublin. The Bewley's Hotel Group consistsof 2,120 bedrooms across 6

three-star hotels in Dublin, Manchester and l.eeds.The Bewley's Hotel Group was acquired on 14th March

2008.

During the year management continued the process of strengthening the two hotel brands, together with

further integration of the two groups. The Group continued to stabilise the business during the year and has

formed the foundations to grow the business over the coming years. Despite the continuing difficult trading

environment for the hotel and hospitality sector this year, occupancy in the Group increased by 2.7% in the

year. The Group continued to trade both brands separately while sti ll achieving significant synergies and cost

savings in the cross-over of the two brands. Despite the economic challenges, each of the eleven properties in

the Group contributed a strong operating profit before depreciation and amortisation.

Analysis Based on Key Performance Indicators

The hotel sector in both Ireland and UK continued to come under severe pressure during"the year due to the

global financial crisis and the economic downturn, However the directors are satisfied that Group's trading

performance was robust relative to the market. The four UK properties now represent over 44% of the total

group business, and this continues to grow with the business recording growth in occupancy and rate in the

UK.

Results and dividends

The results for the year are set out on page 6,

Despite difficult trading conditions and the pressures on the hotel sector and the tourism industry as a whole,

Turnover and Gross Profit were maintained in line with the previous year, and the group achieved €24.3 million

in EBITDA (Earnings Before Interest, Taxation, Depreciation, and Amortisation).

Impairment review

The directors have carried out an impairment review of the buildings in accordance with FRS 11, and an

impairment write down of€3,9 million has been provided for in the financial statements,

Research and development

The company did not engage in any research activities during the year.

- 1 -



t "


DIRECTORS' REPORT (CONTINUED)FOR THE YEAR ENDED 31 JANUARY 2011

Going concern

As further detailed in note 2, the financial statements have been prepared on a going concern basis. The

group has the continued support of i ts bankers.

The directors are of the opinion that the going concern basis is appropriate.

Business risks and uncertainties

The hotel industry performance is closely aligned to the general economic environment Therefore, a key risk

facing the group is adverse economic conditions in its Irish and UK markets.

The group reports its results in Euro and therefore is exposed to movements in the exchange rate with Sterling

for reporting purposes.

The group has negotiated a new 3 year loan agreement with its lenders.

Future developments

Although the Irish an d UK markets remain challenging, the directors are confident that benefit will continue to

be derived from the integration of both. businesses, together with the investment in strengthening the Moran

and Bewleys Hotel brands. The Group benefits from its scale, hotel urban locations, operational standards and

diversification in the Irish and UK markets. The Group continues to trade ahead of the market in Gross

Operating Profits and EBITDA. While the Irish market remains weak, with pressure on rate as a result of the

economic conditions and over-capacity in the sector, there are indications that the UK market is showing earlysigns of recovery, and the four UK hotels within the Group are showing improved occupancy and rate

recovery.

During the year planning permission was granted for a substantial development of an attached site in Chiswick

Moran Hotel owned by the company, and the company is currently reviewing options to further expand this

hotel. Planning permission was also obtained during the year for the development of 28 additional rooms at

the Crown Moran Hotel in London, within the current footprint of the hotel, and this development is currently

being progressed.

The directors continue to explore opportunities within the hotel sector, including the acquisition of hotel

management contracts.

Directors

The following directors have held office since 1 February 2010 and their beneficial interests in the shares of

the company are stated as follows:

Shelia Moran

Thomas Moran

Thomas Moran Jnr

Karen Moran

Michael Moran

Tracey Moran

Patrick Power

Alf Smiddy

Tom Ward

Ordinary Shares of €1.269738

31 January 2011 1 February 2010

52 50

52 50

- 2-




DIRECTORS' REPORT (CONTINUED)FOR THE YEAR ENDED 31JANUARY 2011

Books of account

The company's directors are aware of their responsibilities, under section 202 of the Companies Act 1990 to

keep proper book and records for the Company. To this we employ competent accounting personnel with

appropriate expertise and the provision of adequate resources to the finance function and all our books and

records are maintained centrally at the Red Cow Inn Complex, Naas Road, Dublin 22.

Taxation status

The company was a close company as defined by Section 430 Taxes Consolidation Act 1997 and this position

has not changed since the end of the financial year.

Auditors

In accordance with the Companies Act 1963, section 160(2), Byrne Curtin Kelly continue in office as auditors

of the company.

Statement of directors' responsibilities

The directors are responsible for preparing the financial statements in accordance with applicable law and

Generally Accepted Accounting Practice in Ireland including the accounting standards issued by the

Accounting Standards Board and promulgated by the Institute of Certified Public Accountants in Ireland.

Company law requires the directors to prepare financial statements for each financial year which give a true

and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In

preparing those financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;- make judgements and estimates that are reasonable and prudent;

- state whether applicable accounting standards have been followed, subject to any material departures

disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

company will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy

at any time the financial position of the company and to enable them to ensure that the financial statements

comply with the Companies Acts 1963 to 2009. 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.

By order of the board

~!f~~Director

- 3-




INDEPENDENT AUDITORS' REPORTTO THE SHAREHOLDERS OF T & S TAVERNS LIMITED

We have audited the financial statements of T & S Taverns Limited for the year ended 31 January 2011 set out

on pages 6 to 29 which comprise the Consolidated Profit and Loss Account, the Consolidated and Company

Balance Sheets, the Consolidated Statement of Total Recognised Gains and Losses, the Consolidated Cash

Flow Statement and related notes. These financial statements have been prepared under the historical cost

convention and in accordance with the accounting policies set out therein.

Respective responsibil ities of the directors and auditors

As described in the Statement of Directors' Responsibilities on page 3 the company's directors are responsible

for the preparation of the financial statements in accordance with applicable law and the accounting standards

issued by the Accounting Standards Board and published by the Institute of Certified Public Accountants inIreland (Generally Accepted Accounting Practice in lreland).

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory

requirements and International Standards on Auditing (UK and Ireland).

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 them in an auditors' 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.

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, .ano are properly prepared in accordance with the

Companies Acts, 1963 to 2009 and the European Communities (Companies: Group 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 si tuation 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 the information and explanations

necessary for the purposes of our audit, and whether the company's balance sheet and its profit and loss

account are in agreement with the books of account"

We also report to you if, in our opinion, any information specified by law regarding the directors' remuneration

and transactions is not disclosed and, where practicable, include such information in our report.

We read the other information contained in the Annual Report and consider whether it is consistent with the

audited financial statements. This information comprises only the Directors' Report. We consider the

implications for our report if we become aware of any apparent misstatements or material inconsistencies with

the financial statements. Our responsibilities do not extend to any other information.

Basis of audit opinion

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the

Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts

and disclosures in the financial statements. It also includes an assessment of the significant estimates and

judgements made by the directors in the preparation of the financial statements, and of whether the accounting

policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered

necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial

statements are free from material misstatement, whether caused by fraud or other irregulari ty or error. In forming

our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

- 4-



"


INDEPENDENT AUDITORS' REPORT (CONTINUED)TO THE SHAREHOLDERS OF T & S TAVERNS LIMITED

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 the company's affairs as at 31 January 2011 and of its loss for the year then ended; and

have been properly prepared in accordance with the requirements of the Companies Acts, 1963 to 2009

and the European Communities (Companies: Group Accounts) Regulations, 1992.

We have obtained all the information and explanations we consider necessary for the purposes of our audit In

our opinion, proper books of account have been kept by the company. The financial statements are in

agreement with the books of account.

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 of the amount of its called up

share capital and, in our opinion, on that basis there did not exist at 31 January 2011 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.

Emph~sis of matter - going concern

In forming our opinion, which is not qualified, we have considered the adequacy of the disclosures made in Note

2 to the financial statements concerning the group and company's ability to continue as a going concern, The

group achieved ESITOA of €24.3 million however after interest, depreciation and amortisation incurred losses

after taxation of €48,597,939 in the year to 31 January 2011. These results, along with other matters explainedin Note 2 to the financial statements, indicate the existence of a material uncertainty which may cast doubt about

the group and company's ability to continue as a going concern. The financial statements do not include the

adjustments that would result if the group and company were unable to continue as going concerns.

Registered Auditor

Verschoyle House

28-30 Lower Mount Street

Dubl in 2

~5 -




CONSOLIDATED PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED 31 JANUARY 2011

2011 2010

Notes € €

Turnover 3 80,538,351 80,084,990

Cost of sales (10,430,287) (10,270,991)

Gross profit 70,108,064 69,813,999

Administrative expenses (46,043,534) (45,377,246)Other operating income 278,932 379,347

Operating profit 4 24,343,462 24,816,100

Depreciation of tangible fixed assets (10,278,050) (10,812,903)

Amortisation of intangible fixed asset (26,030,333) (26,030,333 )

Interest payable and similar charges 5 (37,460,648) (34,697,203)

Loss on disposal of fixed asset (7,157) (30,000)

_----

Loss on ordinary activities before

taxation (49,432,726) (46,754,339)

Tax on loss on ordinary activi ties 6 834,787 1,935,144

Loss on ordinary activities after

taxation (48,597,939) (44,819,195)

Dividends 7 (92,595) (21,768)

Minority interest 24 6,815,226 5,948,379

Retained loss for the year 24 (41,875,308) (38,892,584)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The notes on pages 12 - 29 form an integral part of these financial stateme ts.

Patrick Power

igned on its behalf by:he financial statements were approved by the board on:l ,,~.~\,

- 6-

Director



,"


CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSESFOR THE YEAR ENDED 31 JANUARY 2011

Notes

2011

€

2010

€

Loss for the financial year (48,597,939) (44,819,195)

Unrealised deficit on revaluation of properties

Currency translation differences on foreign

currency net investments

12

24

(3,936,365)

2,864,076

(15,767,411)

480,987

Total recognised gains and losses relating to the year (49,670,228) (60,105,619)

The financial statements were approved by the board on .~.~\ ..

~~

Director

- 7 -




CONSOLIDATED BALANCE SHEETAS AT 31 JANUARY 2011

2011 2010

Notes € € € €

Fixed assets

Intangible assets 11 182,212,337 208,242,670

Tangible assets 12 481,654,279 492,734,054

663,866,616 700,976,724

Current assets

Stocks 16 468,364 451,720

Debtors 17 4,125,313 3,201,905

Cash at bank and in hand 7,316,315 2,584,759

11,909,992 6,238,384

Creditors: amounts falling due within

one year 18 (14,503,329) (9,802,035)

Net current liabilities (2,593,337) (3,563,651)

Total assets less current liabilities 661,273,279 697,413,073

Creditors: amounts falling due after

more than one year 19 (692,716,325) (678,258,514)

Provisions for liabilit ies 22 (4,586,059) (5,420,846)

(36,029,105) 13,733,713

Capital and reserves

Called up share capital 23 132 127

Revaluation reserve 24 84,776,837 88,566,634

Minority interest 24 (24,279,274) (17,464,048)

Profit and loss account 24 (96,526,800) (57,369,000)

Shareholders' funds 26 (36,029,105) 13,733,713

The notes on pages 12 - 29 form an integral part of these fina cial statements.

Patrick Power

Director

- 8 -




COMPANY BALANCE SHEET

AS AT 31 JANUARY 2011

Fixed assets

Tangible assets

Investments

13

14

2011 2010

€ € € €

23,181,610 23,338,180

1,313 1,313

23,182,923 23,339,493

33,345 46,336

603,338,855 584,456,961

2,999,820 122,297

606,372,020 584,625,594

(142,998,712) (31,636,286)

463,373,308 552,989,308

486,556,231 576,328,801

(460,356,127) (548,058,762)

Notes

Current assets

Stocks

Debtors

Cash at bank and in hand

16

17

Creditors: amounts falling due within 18

one year

Net current liabilities

Total assets less current liabilities

Creditors: amounts falling due after 20

more than one year

26,200,104 28,270,039

Capital and reserves

Called up share capital 23 132 127

Revaluation reserve 25 10,979,411 10,979,411

Profit and loss account 25 15,220,561 17,290,501

Shareholders' funds 26,200,104 28,270,039

The notes on pages 12 - 29 form an integral part of these fina ial statements.

The financial statements were approved by the board ~\.~\\and signed on its behalf by:

~~-=~~atrick Power -

Director

- 9 -




CONSOLIDATED CASH FLOW STATEMENT


2011 2010

€ € € €

Net cash inflow from operating activities 29,271,854 15,323,486

Returns on investments and servicing of

finance

Interest paid (37,460,648} (34,697,203)

Net cash outflow for returns on investments (37,460,648) (34,697,203)

and servicing of finance

Taxation (17,783) (66,778)

Capital expenditure and financial investment

Payments to acquire tangible assets (2,191,822) (1,333,658)

Receipts from sales of tangible assets 8,084 93,700

Receipts from sales of investments 9,522

Net cash inflow/(outflow) for capital (2,183,738) (1,230,436}expenditure

Equity dividends paid (92,595) (~1,'l68}

-----~

Net cash outflow before management of liquid (10,482,910) (20,692,699)

resources and flnancing

Financing

Issue of ordinary share capital 5

New long term bank loan 14,516,630 24,325,843

Capital element of finance lease contracts (156,852) (181,826)

Net cash inflow/(outflow) from financing 14,359,783 24,144,017

Increase/(decrease) in cash in the year 3,876,873 3,451,318

- 10 -




NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT


Reconciliation of operating loss to net cash outflow from

operating activities

Operating profit

(Increase)/decrease in stocks

(Increase)/decrease in debtors

Increase/(decrease) in creditors within one year

Net effect of foreign exchange differences

Net cash inflow from operating activities

2 Analysis of net debt

Net cash:

Cash at bank and in hand

Bank overdrafts

Debt:

Finance leases

Debts falling due after one year

Net debt

3 Reconciliation of net cash flow to movement in net debt

(Decrease)/increase in cash in the year

Cash inflow from increase in debt and lease financing

New finance lease

Movement in net debt in the year

Opening net debt

Closing net debt

2011 2010

€ €

24,343,462 24,816,100

(16,644) 62,521

(886,594) 1,968,497

3,852,556 (7,154,463)

1,979,074 (4,369,169)

29,271,854 15,323,486

1 February 2010 Cash flow 31 January

2011

€ € €

2,584,759 4,731,556 7,316,315

(482,392) (854,683) (1,337,075)

2,102,367 3,876,873 5,979,240

(242,662) 83,795 (158,867)

(678,154,516) (14,516,630) (692,671,146)

(678,397,178) (14,432,835) (692,830,013)

(676,294,811 ) (10,555,962) (686,850,773)

2011

€

2010

€

3,876,873 3,451,318

(14,359,778) (24,144,017)

(73,057)

(10,555,962) (20,692,699)

(676,294,811) (655,602,112)

(686,850,773) (676,294,811)

- 11 -



.'


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31JANUARY 2011

Accounting policies

1.1 Accounting convention

The financial statements are prepared under the historical cost convention and comply with the

requirements of Irish statue comprising the Companies Acts, 1963 to 2009 and the European

Communities (Companies: Group Accounts) Regulations, 1992 and with accounting standards generally

accepted in Ireland.

1.2 Basis of consolidation

The consolidated profit and loss account and consolidated balance sheet include the financial statements

of the company and each of its subsidiaries for the year ended 31 January 2011. The results of

subsidiaries are included from the their effective date of acquisition. In the holding company's balance

sheet, shares in subsidiary companies are stated at cost less any provision for permanent diminution in

value.

1.3 Turnover

Turnover represents net sales to customers exclusive of value added tax. No analysis of turnover by

class of activity or by market is disclosed as, in the opinion of the directors, such disclosure would be

'contrary to the interest of the group.

1.4 Goodwill

Purchased goodwill arising on the acquisition of a subsidiary represents the excess of the acquisition

cost over the fair value of the identifiable net assets when they were acquired. Purchased goodwill is

capitalised in the balance sheet and amortised to the profit and loss account over ten years, which the

directors estimate to be the period during which the benefits arising from such goodwill will accrue.

Impairment reviews are carried out when events or circumstances indicate that the carrying amount of

the goodwill may not be recoverable. If required. accelerated amortisation is charged to reduce the

carryinq amount to its recoverable value.

1.5 Tangible fixed assets and depreciation

Tangible fixed assets other than freehold land are stated at cost or valuation less depreciation.

Depreciation is provided at rates calculated to write off the cost or valuation less estimated residual value

of each asset over its expected useful life, as follows:

Land and buildings Leasehold

Plant and machinery

Fixtures, fittings & equipment

Motor vehicles

2% Straight line

12.5 - 15% Straight line

12.5 - 15% Straight line & 12.5 - 20% Reducing balance

20% Straight line

Depreciation is not charged on buildings recognised as assets. In accordance with FRS 15 an

impairment review under FRS 11 is performed on these properties. In addition, impairment reviews are

carried out when events or circumstances indicate that the carrying amount of the fixed asset may not be

recoverable. If required accelerated depreciation is charged to reduce the carrying amount to its

recoverable value.

1.6 Leasing

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible assets and

depreciated over the shorter of the lease term and their useful lives. Obligations under such agreements

are included in creditors net of the finance charge allocated to future periods. The finance element of the

rental payment is charged to the profit and loss account so as to produce a constant periodic rate of

charge on the net obligation outstanding in each period.

- 12 -




NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1 Accounting policies (continued)

1.7 Stock

Stock is valued at the lower of cost and net realisable value.

Cost comprises of invoice cost exclusive of value added tax, together with freight and carriage cost

incurred. Net realisable value comprises of the actual selling price (net of trade discounts) less all further

cost to completion or to be incurred in marketing, sell ing and distribution.

Provision is made, where necessary, for obsolete, slow moving and defective stocks.

1.8 Pensions

The company operates a defined contribution scheme for the benefit of its employees. Contributions

payable are charged to the profit and loss account in the year they are payable.

1.9 Deferred taxation

The charge for taxation is based on the profit for the year.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the

balance sheet date where transactions or events have occurred at the balance sheet date that result in

an obligation to pay more, or a right to pay less, tax in the future, with the following exceptions

-provision is made for the tax that would arise on remittance of the retained earnings of subsidiaries onlyto the extent that, at the balance sheet date, dividends have been accrued as received;

-deferred tax assets are recognised only to the extent that the directors consider that it is more likely than

not that there will be suitable profits from which the future reversal of the underlying timing differences

can be deducted.

Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the

periods in which timing differences reverse, based on tax rates and laws enacted or substantively

enacted at the balance sheet date.

1.10 Foreign currency translation

The financial statements are expressed in Euro (€). Monetary assets and liabilities denominated in

foreign currencies are translated at the exchange rates ruling at the balance sheet date and revenues,

cost and non monetary assets at the exchange rates ruling at the transaction date. Realised profits and

losses arising from foreign currency translations are dealt with through the profit and loss

account.Unrealised profits and losses arising from foreign currency translations are dealt with through the

statement of total recognised gains and losses.

- 13-




NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (COr-.lTINUED)FOR THE YEAR ENDED 31JANUARY 2011

2 Basis of financial statements - going concern

(a) The financial statements have been prepared on the going concern basis. This assumes the group

and company will continue in operational existence for the foreseeable future having adequate resources

(including financial resources) to meet its obligations when they fall due. The validity of the going concern

basis is primarily dependant upon:

- the continuing support of if i ts bankers

- a return to profitability

(b) Due to the current fundamental uncertainties in relation to the matters set out in (a) above and in the

event that these uncertainties are not resolved satisfactorily and should the group and the company be

unable to continue in operational existence for the foreseeable future, adjustments would have to be

made to reduce the balance sheet value of assets (including amounts due from group companies) to

their recoverable amounts and to provide for further liabilities that might arise and to reclassify fixed

assets and long term liabilities as current assets and liabilities

The group's bankers will continue to support the group and the directors are confident that the financial

projections will be achieved. In light of this, and having considered the matters noted in (a) and (b)

above, the directors believe that it is appropriate for the financial statements of the group and the

company to be prepared on a going concern basis.

3 Turnover

The total turnover of the company for the year has been derived from its principal activity wholly

undertaken in the Republic of Ireland and United Kingdom

4 Operating toss 2011

€

2010

€

Operating loss is stated after charging:

Auditors' remuneration

Exchange differences

170,000

7,516

185,000

3,318

5 Interest payable 2011 2010

€ €

37,441,902 34,668,286

18,746 28,917

37,460,648 34,697,203

On bank loans and overdrafts

Lease finance charges

- 14-




NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)FOR THE YEAR ENDED 31 JANUARY 2011

6 Taxation 2011 2010

€ €

Domestic current year tax

Corporation tax (9,989)

Adjustment for prior years (46,848)

Current tax charge (56,837)

Deferred taxOrigination and reversal of timing differences (834,787) (1,878,307)

(834,787) (1,935,144)

Factors affecting the tax charge for the year

Loss on ordinary activities before taxation (49,432,726) (46,754,339)

.. .} . . . .

(6,179,091) (5,844,292)

6,015 50

(645,428) (1,889,997)

(371,598)

3~575,860 4,736,300

3,251,791 3,253,792

'U (9,147) 58,908

6,179,091 5,787,455

(56,837)

2011 2010

€ €

92,595 21,768

Loss on ordinary activi ties before taxation multipl ied by standard rate of

Irish corporation tax of 12.50% (2010: 12.50%)

Effects of:

Non deductible expenses

Difference between depreciation and capital allowances

Foreign tax adjustments

Increase in losses forward

Goodwill adjustment on consolidation

Other tax adjustments

Current tax charge

7 Dividends

Ordinary final paid

- 15-





8 Employees

Number of employees

The average monthly number of employees (including directors) during the

year was:

Bar, restaurant & hotel staff

Administration

Directors

2011 2010

Number Number

1,008 1,003

110 82

7 7

1,125 1,092

2011 2010

€ €

21,629,381 21,503,533

2,005,422 2,037,142

53,604 32,511

23,688,407 23,573,186

Employment costs

Wages and salaries

Social welfare costs

Other pension costs

9 Directors' emoluments 2011 2010

. '.~ € €

Remuneration including pension contributions 875,389 1,023,512

10 Pension and other post-retirement benefit commitments

Defined contribution

2011 2010

€ €

Contributions payable by the company for the year 53,604 32,511

- 16-



. '


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)FOR THE YEAR ENDED 31JANUARY 2011

11 Intangible fixed assets· Group

Goodwill

€

Cost

At 1 February 2010 260,361,036

Exchange movement 379

At 31 January 2011 260,361,415

Amortisation

At 1 February 2010 52,118,366

Exchange movement 379

Charge for the year 26,030,333

At 31 January 2011 78,149,078

Net book value

At 31 January 2011 182:2'i2,337

= - - = . . : : : : = : : : : : : : =

At 31 January 2010 208,242,670

The goodwill arose on the acquisition of a 50,8% stake in Borua Holdings Limited on the 6 March'200B.

- 17 -



"



12 Tangible fixed assets - Group

land and Plant and Fixtures, Motor Total

buildings machinery fittings & vehicles

Freehold equipment

€ € € € €

Cost or valuation

At 1 February 2010 496,479,683 22,528,682 37,805,120 561,632 557,375,117

Exchange movement 1,005,717 104,360 73,479 614 1,184,170

Additions 796,669 36,735 1,335,832 95,643 2,264,879

Revaluation (3,936,365) - (3,936,365)

Disposals (83,396) (83,396)

At 31 January 2011 494,345,704 22,669,777 39,214,431 574,493 556,804,405

Depreciation

At 1 February 2010 25,219,139 11,523,974 27,501,594 396,356 64,641,063

Exchange movement 199,616 38,360 60,691 501 299,168

On disposals (68,155) (68,155)

Charge for the year 5,568,581 1,232,555 3,372,876 104,038 10,278,050

----

At 31 January 2011 30,987,336 12,794,889 30,935,161 432,740 75,150,126

Net book value

At 31 January 2011 463,358,368 9,874,888 8,279,270 141,753481,654,279

At 31 January 2010 471,260,544 11,004,708 10,303,526 165,276 492,734,054

In accordance with FRS 15 an impairment review under FRS 11 was carried out by the Directors of T&S

Taverns Limited for the year ended 31 January 2011. The review was undertaken due to the current

economic climate in which the group currently operates in, and the general fall in global property values.

Future cashflows from all income generating units were assessed and a discount factor of 5.38% was

applied. An impairment write down of €3.9 million has been provided for in the group financial statements.

Impairment provision - land & buildings 2011

€

2010

€

Opening balance (48,469,736) (32,702,325)

Provision for year (3,936,365) (15,767,411)

Closing balance (52,406,101) (48,469,736)

- 18-





13 Tangible Fixed Assets - Company

Land and Plant and Fixtures, Total

buildings machinery fittings &

Freehold equipment

€ € € €

Cost or valuation

At 1 February 2010 22,152,191 1,460,261 2,175,160 25,787,612

Additions (13,649) 1,450 21,857 9,658

At 31 January 2011 22,138,542 1,461,711 2,197,017 25,797,270

Depreciation

At 1 February 2010 1,260,830 1,188,602 2,449,432

Charge for the year 40,176 126,052 166,228

At 31 January 2011 1,301,006 1,314,654 2,615,660

~Net Book Value

At 31-January 2011 22,138,542 160,705 882,363 23,181,610

At 31 January 2010 22,152,191 199,431 986,558 23,338,180

No depreciation has been charged on buildings on the grounds that the estimated useful economic life

exceeds 50 years and the company maintains a pol icy of regular maintenance

In accordance with FRS 15 an impairment review under FRS 11 was carried out by the Directors of T&S

Taverns Limited for the year ended 31 January 2011. The review was undertaken due to the current

economic climate in which the company currently operates in, and the general fall in global property

values. Future cashflows were assessed and a discount factor of 5.38% was applied. Based on this

review no impairment is necessary in the current year.

Impairment provision - Land & buildings 2011

€

2010

€

Opening balance (3,668,908)

Provision for year - (3,668,908)

Closing balance (3,668,908) (3,668,908)

- 19-





14 Fixed asset investments - Company

Unlisted

investments

€

Cost or valuation

At 31 January 2011 1,313

Net book value

At 31 January 2011 1,313

- 20-



"



15 Holdings of 20% or more

The company holds 20% or more of the share capital of the following companies:

Proportion Proportion

Name and registered Country of Details of held by held by Principal

office incorporation investments Company Subsidiary Activity

Morans Hotel (Ireland) Limited Ireland 2 ordinary 100% Operation of

Red Cow Inn Complex shares "Red Cow

Naas Road of €1.27 each Morans Hotel"

Dublin 22

Avonview Taverns Limited Ireland 100 ordinary 100% Operation of

Red Cow Inn Complex shares Non Trading

Naas Road of €1.27 Company

Dublin 22

Silvers Springs-Moran Hotel Limited Ireland 90 ordinary 90% Operation of

Red Cow Inn Complex shares "Silver Springs

Naas Road of €1.27 each Morans Hotel"

Dublin 22

Segal Trading Limited England 2 ordinary 100% Operation of

152 Cricklewoord Broadway shares "Crown Hotel

london NW2 :~ED of £1.00 each & Public.

House

Medcove Taverns limited Ireland 1 A ordinary 100% Operation of

Red Cow Inn Complex share Non Trading

Naas Road of €1.27 Company

Dublin 22

Riversdale Taverns Limited Ireland 12 ordinary 100% Operation of

Red Cow Inn Complex shares Non TradingNaas Road of €1 .27 each Company

Dublin 22

Chiswick Morans Hotel Limited England 90 ordinary 90% Operation of

152 Cricklewood Broadway shares "Chiswick

london NW2 3ED of £1.00 each Moran Hotel"

Moran Holdings International Limited Ireland 124 ordinary 100% Operation of


Naas Road of €1.27 each Company

Dublin 22

- 21 -






Name and registered Country of Details of held by held by Principal

office incorporation investments Company Subsidiary Activity

Morans Helicopters Limited Ireland 1,000 ordinary 100% Operation of


Naas Road of €1_00 each Company

Dublin 22

Borua Holdings Limited Ireland 508 ordinary 51% Operation of

Red Cow Inn Complex shares hotel

Naas Road of €0_01 each management

Dublin 22 company

Matrix Foods Limited Ireland 127 ordinary 100% Operation of



Dublin 22.-

.' v » ""

SMG 2003 L.:imited England 1,000 ordinary 100% Operation of

152 Cricklewood Broadway shares Non Trading

London NW2 3ED of £100 each Company

Ringway Hotels (Holdings) limited England 1 ordinary 100% Operation of

152 Cricklewood Broadway share,

Non Trading

London NW2 3ED of £1.00 Company

Ringway Hotels Limited England 10,000 100% Operation of

152 Cricklewood Broadway ordinary shares "Bewleys Hotel

London NW2 3ED of £1.00 each Manchester"

Swintron Limited Ireland 77,469,154 100% Operation of

Red Cow Inn Complex ordinary shares Holding


Dublin 22

Thomas Prior Hotel Unlimited Ireland 1,001 ordinary 100% Operation of

Red Cow Inn Complex shares "Bewleys Hotel

Naas Road of €1 _00 each Leopardstown"

Dublin 22

Thomas Prior Ballsbridge Limited Ireland 18,437,132 100% Operation of

Red Cow Inn Complex ordinary shares "Bewleys Hotel

Naas Road of €1.0o each Ballsbridge"

Dublin 22

. 22·





Name and registered

office


Country of Details of held by held by Principal

incorporation investments Company Subsidiary Activity

Ireland 1,001 ordinary 100% Operation of

shares "Dublin Airport

of €1.27 each & Newlands

Cross Hotels"

England 2 ordinary 100% Operation of

shares "Bewleys Hotel

of £1.00 each Leeds"

Group Company

2011 2010 2011 2010

€ € € €

468,364 451,720 33,345 46,336

Newlands Cross Hotel Unlimited

Red Cow Inn Complex

Naas Road

Dublin 22

Sweet St Hotel Limited

152 Cricklewood Broadway

London NW2 3ED

16 Stocks

Finished goods and goods for resale

In the opinion of the directors, the replacement cost of the above categories of stock does not differ

significantly from the figures shown.

17 Debtors Group Company

2011 2010 2011 2010

€ € € €

1,534,631 1,155,332 3,248 3,059

- 602,912,848 584,302,763

83,737 113,547

448,005 256,332 41 742

515,406 478,592 99,991 104,991

1,543,534 1,198,102 322,727 45,406

4,125,313 3,201,905 603,338,855 584,456,961

Trade debtors

Amounts owed by group undertakings

Section 239 tax recoverable

Other debtors

Directors current account (see note 28)

Prepayments and accrued income

- 23-





18 Creditors: amounts falling due Group Company

within one year 2011 2010 2011 2010

€ € € €

Bank loans and overdrafts 1,337,075 482,392 1,075,274 481,941

Payments received on account 636,453 870,595 49,356 49,827

Lease obligations 113,688 138,664 103,998 138,664

Trade creditors 4,896,777 4,592,011 506,789 597,534

Amounts owed to group undertakings - 137,531,136 30,144,743

Directors current account (see note 28) 605,380 708,350

Other creditors 2,217,757 1,621,888 95,204 83,720

Accruals and deferred income 4,696,199 1,388,135 3,636,955 139,857

14,503,329 9,802,035 142,998,712 31,636,286

Included in other creditors are amounts relating to taxation, as follows:

. -Corporation tax 23,813 41,596

VAT. control account 1,155,211 638,590 22,906 22,219

P.A.Y.E. control account 531,165 472,887 34,640 ._ ·32,015

1,710,189 1,153,073 57,546 54,234

- 24 ~





19 Group creditors: amounts falling due after more than one year

Bank loans

Net obligations under finance leases and hire purchase agreements

Analysis of loans

Wholly repayable within five years

Included in current liabilities

Net obligations under finance leases and htre purchase contracts

Repayable within one year

Repayable between one and five years

Included in liabilities falling due within one year

2011 2010

€ €

692,671,146 678,154,516

45,179 103,998

692,716,325 678,258,514

692,671,146 678,154,516

692,671,146 678,154,516

113,688 138,664

45,179 103,998

158,867 242,662

158,867 242,662

(113,688) (138,664)

45,179 103,998

- 25-





20 Company creditors: amounts falling due after more than one year

Bank loans


Analysis of loans

Wholly repayable within five years

Included in current liabilities


Repayable within one year

Repayable between one and five years

Included in liabili ties fall ing due within one year

21 Security

The group's bankers hold fixed and floating charges over al l the group's assets.

2011

€

2010

€

460,356,127 547,954,764

103,998

460,356,127 548,058,762

460,356,127 547,954,764

460,356,127 547,954,764

103,998 138,664

103,998

103,998 242,662

103,998 242,662

(103,998) (138,664)

103,998

- 26-



Deferred tax

liability

€

.,'.'


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)FOR THE YEAR ENDED 31JANUARY 2011

22 Provisions for liabilities and charges

Balance at 1 February 2010

Profit and loss account

5,420,846

(834,787)

Balance at 31 Jan uary 2011 4,586,059

The deferred tax liability is made up as follows:

2011 2010

€ €

Accelerated capital allowances 4,586,059 5,420,846

23 Share capital 2011

€

2010

€

Authorised

100,000 Ordinary Shares of €1.269738 each 126,974 126,974

Allotted, called up and fully paid

104 Ordinary Shares of €1.269738 each 132 127

24 Statement of movements on group reserves

Revaluation

reserve

€

Minority Profit and

interest loss account

Total

€ € €

Balance at 1 February 2010 88,566,634 (17,464,048) (57,369,000) 13,733,586

Loss for the year (41,782,713) (41,782,713)

Foreign currency translation movement 146,568 2,717,508 2,864,076

Minority interest (6,815,226) (6,815,226)

Dividends paid (92,595) (92,595)

Impairment (3,936,365) (3,936,365)

Balance at 31 January 2011 84,776,837 (24,279,274) (96,526,800) (36,029,237)

- 27 -





25 Statement of movements on company reserves

Revaluation Profit Total

reserve and loss

account

€ € €

Balance at 1 February 2010 10,979,411 17,290,501 28,269,912

Loss for the year (1,977,345) (1,977,345)

Dividends paid (92,595) (92,595)

Balance at 31 January 2011 10,979,411 15,220,561 26,199,972

26 Group: reconciliation of movements shareholders' funds 2011 2010

€ €

(48,597,939) (44,819,195)

(92,595) (21,768)

6,815,226 5,948,379

(41,875,308) (38,892,584)

(1,072,289) (15,286,424)

5

(6,815,226) (5,948,379)

(49,762,818) (60,127,387)

13,733,713 73,861,100

(36,029,105) 13,733,713

2011 2010

€ €

590,000

1,100,000

1,690,000

Loss for the financial year

Dividends

Minority interest

Other recognised gains and losses

Proceeds from issue of shares

Minority interest

Net deplet ion in shareholders' funds

Opening shareholders' funds

Closing shareholders' funds

27 Capital commitments

At 31 January 2011 the company had capital commitments as follows:

Approved and contracted

Approved but not contracted

- 28-





28 Transactions with directors

Group

Name of director Thomas Michael Thomas Patrick

Moran Moran Moran Jnr. Power

Rate of interest 0% 0% 0% 0%

Amou nt owed by/(to) director as at 1 February 2010 453,905 24,687 (65,939) (642,411)

Advanced to director in year 66,501 102,970

Repaid by director in the year (5,000)(24,687)

Amounts owed by/(to) director as at 31 January 2011 515,406 (65,939) (539,441)

Company

Name of director Thomas Michael

Moran Moran

Rate of interest 0% 0%

Amount owed by/(to) director as at 1 February 2010 94,991 10,000

Advanced to director in year 10,000

Repaid by director in the year (5,000) (10,000)

Amounts owed by/(to) director as at 31 January 2011 99,991

29 Related party transactions

The group's bankers hold a fixed charge over lands owned by Thomas and SheHa Moran

located at Sandyford, Co. Dublin.

30 Approval of financial statements

The directors approved the financial statements on .~:&.. ~.\L .4>" \

- 29-