Final Results

29 June 2012 GSC Property Holdings plc PRELIMINARY ANNOUNCEMENT OF RESULTS FOR THE 12 MONTHS TO 31 DECEMBER 2011 Key points: * Turnover £7,400,055 (2011: £7,729,174) * Operating profit £4,278,685 (2011: £7,596,959) * Revaluation of property investment portfolio * Net asset value at year end 116 pence per share (2011: 161 pence) Mark Rubin, Chief Executive commented: "This has been another tough year; current market conditions are difficult and unpredictable with very few signs of improvement in the short term. GSC is well placed to benefit from any upturn in the market and we will continue to actively seek opportunities to deliver value to our shareholders" ------------------------------------ For further information please contact: Mark Rubin, Chief Executive 01702 293300 Jonathan Williams, Bishop Fleming (Corporate Adviser) 0117 910 0250 Anthony Spiro, Spiro Financial (Press and Investor Relations) 020 8336 6196 ------------------------------------ GSC Property Holdings specialises in commercial property investment in the UK. The company's strategy is to spread risk through building a diverse portfolio to minimise exposure to any single end use or geographical area. Our objective is to add maximum value for shareholders. ------------------------------------ CHAIRMAN'S STATEMENT The year to 31 December 2011 extended the pattern of the previous period with generally low levels of activity in the UK commercial property market. The ongoing inertia in the property market is reflected in the lower valuation of the Company's portfolio, which although a non cash adjustment, has pushed GSC into an operating loss for the year. The turnover for the year held up well at £7,400,055 (2011: £7,729,174) only a little below the level of the previous twelve months reflecting market conditions generally. The operating profit for the period was £4,278,685 (2011: £7,596,959); the fall in operating profit reflects the reduction of £1 million (2011: £2 million increase) in the fair value of the properties which are held for sale. The Company regularly revalues its investments and this policy is necessary and prudent in order to ensure that GSC's balance sheet accurately reflects current market conditions. The adjustment in valuations was principally in the Company's larger size assets including its hotels and mixed use office/retail properties. The number of vacant sites is low and remains little changed from a year ago. Trading at our hotel in Plymouth is close to break even, our other hotels are all on management contracts. Our bad debts are negligible although we do have a number of slow payers but they are not giving cause for concern. There were no changes to the Company's portfolio of investment properties during the year. The Board is disappointed at this lack of activity but while this sterile performance is not normal for our industry we are experiencing very difficult and unusual market conditions. The weak economy, with few signs of early improvement, is not helpful. Nevertheless GSC is well placed with its portfolio of quality investments. Our low risk strategy has shielded the company from the hazards of recent years and ensures it is well placed to capitalise on opportunities as they arise. The Board continues to adopt a cautious position and last year concluded that it should not declare a final dividend. That policy has continued and the Board is not declaring a dividend for the year ended 31 December 2011. The Annual General Meeting of the Company will be held at 9AM on 30th July 2012 at 3rd Floor Dencora Court, Tylers Avenue, Southend-on-Sea, Essex SS1 2BB. GSC has enjoyed good relations with its banks for many years and much of the funding is long term although some adjustment of covenants occurs from time to time. Our balance sheet is solid and our long term banking relationships give us comfort and security for the years ahead, which we consider to be most important and of great strategic value. GSC is not a deal driven business so while continuing to maintain a close interest in the market we will only move when the right opportunity presents itself. Last year I commented that the UK economy had emerged from recession, although its rate of recovery was pedestrian with few signs of any sustained acceleration. Clearly those comments were optimistic as the recovery has now gone into reverse We have followed a consistent strategy for many years and it has delivered value for shareholders. Current market conditions are difficult and unpredictable with very few signs of improvement in the short term. We continue to search for investments, at the right price, although the number of opportunities, particularly outside the major cities, is very few. GSC is well placed to benefit from any upturn in the market and we will continue to actively seek opportunities to deliver value to our shareholders. Alan Gershlick Chairman 29 June 2012 EXTRACT FROM AUDITED FULL FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2011 CONSOLIDATED PROFIT AND LOSS ACCOUNT 2011 2010 £ £ Group Turnover 7,400,055 7,729,174 Cost of sales (99,911) (153,515) --------------- --------------- GROSS PROFIT 7,300,144 7,575,659 Distribution costs (18,584) (16,873) Administrative expenses (2,002,875) (1,961,827) Adjustment held for Sale - Fair Value (1,000,000) 2,000,000 --------------- --------------- Group Operating Profit 4,278,685 7,596,959 Net loss on sale of Investment Property - (675,000) --------------- --------------- Profit on Ordinary Activities before Interest 4,278,685 6,921,959 Interest receivable and similar income 91 259 Interest payable (5,143,908) (4,944,888) --------------- --------------- (Loss) / Profit on ordinary activities before (865,132) 1,977,330 taxation Tax on profit on ordinary activities - (17,406) --------------- --------------- (Loss) / Profit for the Financial Year (865,132) 1,959,924 =============== =============== Basic Earnings per share (pence) (8.26) 18.72 Adjusted Earnings per share (pence) (45.24) (12.48) Weighted average number of ordinary shares in 10,468,000 10,468,000 issue STATEMENT OF GROUP TOTAL RECOGNISED GAINS AND LOSSES 2011 2010 £ £ (Loss) / Profit for the financial year (865,132) 1,959,924 attributable to the shareholders Unrealised (deficit) on revaluation of tangible (100,000) (100,000) fixed assets Unrealised (deficit) / surplus on revaluation of (3,771,000) (3,166,000) investment properties --------------- --------------- Total gains and losses recognised since the last (4,736,132) (1,306,076) annual report ============== =============== NOTE OF GROUP HISTORICAL COST PROFIT AND LOSS 2011 2010 £ £ (Loss) / Profit before tax (865,132) 1,977,330 Realisation of valuation gains of previous - (419,500) periods --------------- ---------------- Historical cost (loss) / profit before tax (865,132) 1,557,830 =============== ================ CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2011 2011 2010 £ £ FIXED ASSETS Intangible assets 229,001 246,617 Tangible assets 3,841,386 4,026,165 Investment Properties 76,034,001 79,805,001 --------------- --------------- 80,104,388 84,077,783 --------------- --------------- CURRENT ASSETS Stocks 21,007,272 22,005,676 Debtors 1,588,237 1,220,070 Investments 200 200 Cash at bank 363,625 880,505 --------------- --------------- 22,959,334 24,106,451 --------------- --------------- CREDITORS: Amounts falling due within one year (7,662,485) (6,992,753) --------------- --------------- NET CURRENT ASSETS 15,296,849 17,113,698 --------------- --------------- TOTAL ASSETS LESS CURRENT LIABILITIES 95,401,237 101,191,481 CREDITORS: Amounts falling due after more than (83,250,879) (84,304,991) one year --------------- --------------- 12,150,358 16,886,490 =============== =============== CAPITAL AND RESERVES Called-up equity share capital 104,680 104,680 Share premium account 1,414,350 1,414,350 Revaluation Reserve 5,819,326 9,690,326 Profit and loss account 4,812,002 5,677,134 --------------- --------------- SHAREHOLDERS' FUNDS 12,150,358 16,886,490 =============== =============== NOTES TO THE FINAL RESULTS 1. DIVIDENDS 2011 2010 £ £ Interim dividend nil pence per share (2010 - 1.5p) - 157,020 Prior period final dividend paid at nil pence per - 104,680 share (2010 - 1.0p) ------------- ------------- - 261,700 ============= ============= 2. EARNINGS PER SHARE Basic earnings per share have been calculated to report only distributable earnings arising in the period and do not include movements through the revaluation reserve. Adjusted earnings per share have been calculated to include total earnings attributable to equity shareholders arising in the period. The reconciliation between the two is shown below: 2011 2010 £ £ (Loss) / Profit after tax attributable to the (865,132) 1,959,924 shareholders Unrealised (losses) arising on the (3,871,000) (3,266,000) revaluation of investment property --------------- ---------------- Total (losses) attributable to the (4,736,138) (1,306,076) shareholders =============== ================ Adjusted shares in issue 10,468,000 10,468,000 Pence Pence Basic earnings per share (8.26) 18.72 Unrealised (losses) arising on the (36.98) (31.20) revaluation of investment properties ------------- ------------- Adjusted (losses) / earnings per share (45.24) (12.48) ============= ============= 3. SHARE CAPITAL Authorised share capital 2011 2010 £ £ 100,000,000 Ordinary shares of 1,000,000 1,000,000 1p each ======== ======== 2011 2011 2010 2010 No £ No £ Allotted and called up Ordinary shares of 1p each 10,468,000 104,680 10,468,000 104,680 ======== ======= ======== ======== 4. GROUP RESERVES Share premium account 2011 2010 £ £ Balance brought forward 1,414,350 1,414,350 Premium on shares issued in the year - - ------------- ------------- Balance carried forward 1,414,350 1,414,350 ============= ============= Revaluation reserve 2011 2010 £ £ Balance brought forward 9,690,326 12,536,826 Revaluation of investments in the year (3,871,000) (3,266,000) Transfer to profit and loss account on - 419,500 disposal of properties --------------- --------------- Balance carried forward 5,819,326 9,690,326 =============== =============== Profit and loss account 2011 2010 £ £ Balance brought forward 5,677,132 4,398,408 (Loss) / profit for the year (865,132) 1,959,924 Transfer from revaluation reserve on disposal of - (419,500) properties Equity dividends paid - (261,700) -------------- -------------- 4,812,002 5,677,132 ============== ============== 5. ANNUAL GENERAL MEETING . The Annual General Meeting of the Company will be held at 9AM on 30th July 2012 at 3rd Floor, Dencora Court, Tyler's Avenue, Southend on Sea, Essex, SS1 2BB.

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