Interim Results
Dawnay, Day Carpathian PLC
28 September 2006
Dawnay, Day Carpathian PLC
Interim results for the six months ended 30th June 2006
Property Highlights
• Property assets:
- £227 million as at 30 June 2006 (£262 million as at 28 September 2006)
• Approximately £180 million of property assets under advanced due diligence
• Acquired six commercial retail assets in three acquisitions during the
first 6 months of 2006 and a further 2 commercial retail assets since 30
June 2006.
• Opportunities have been identified within the owned portfolio to create
an additional income producing area of 55,000 sq m*
• Investment progress based on equity invested:
- 36% invested as at 30 June 2006
- 44% invested as at 28 September 2006
- On track to be approximately 75% invested by 31 December 2006
* excludes the development opportunity in Antana, Hungary
Financial Highlights
• NAV per share of 101 pence (31 December 2005: 97 pence)
Adjusted NAV* per share of 108 pence (31 December 2005: 101 pence)
• Net rental and related income of £4.2 million
• Profit before tax of £5.2 million
• EPS for the period of 3.1 pence
• Interim dividend of 2 pence per share
* Adjusted NAV per share excludes the net deferred tax position.
Rupert Cottrell, Chairman of Dawnay, Day Carpathian, said: 'We have continued to
strengthen our presence within our target markets, having a growing portfolio of
retail assets across Central and Eastern Europe, with excellent growth
prospects. Currently, the Company has a pipeline of £180 million of property
assets under advanced due diligence. The Company is therefore well positioned to
be substantially invested by the end of 2006 with no compromise on the quality
of its acquisitions and is on track to meet its financial targets set at IPO.'
Enquiries:
Dawnay, Day Carpathian PLC Paul Rogers 020 7834 8060
Cardew Group Tim Robertson 020 7930 0777
Catherine Maitland
Chairman's Statement
I am pleased to be able to report that Dawnay, Day Carpathian PLC ('Dawnay, Day
Carpathian' or the 'Company') continues to make good progress towards creating a
€1 billion (£700 million) geared portfolio of retail properties in Central and
Eastern Europe.
The properties we have acquired are well located, have excellent growth
prospects and broad tenant bases. As at 30 June 2006, we had completed the
purchase of £227 million of properties with an annualised rent roll in excess of
£18 million and a blended net initial yield of 7.51%.
Our investment strategy remains focused on acquiring suitable commercial retail
properties such as shopping centres, supermarkets and retail warehousing in
Central and Eastern Europe. Despite the increasing flow of inward property
investment into Central and Eastern Europe, we are confident that the extensive
market contacts gained and in-depth sector knowledge held by the growing
management team will provide the Company with a competitive edge in these
maturing property markets.
Financial Results
During the period under review, the Company acquired six retail properties in
three acquisitions for approximately £140 million. The net rental and related
income for the period was £4.2 million, and the Company overall generated a
profit before tax of £5.2 million, which excludes any revaluation surplus
relating to the period. Independent valuation of the portfolio is conducted on
an annual basis.
The basic earnings per share of the Company were 3.1 pence, while the diluted
earnings per share were 3 pence.
As at 30 June 2006, the Company's borrowings totalled £163.8 million
representing a loan to value ratio of 72%. The cash balance of the Company was
£94.3 million and the net debt was £69.5 million.
The Company actively manages its foreign exchange exposure through different
intermediaries. A large majority of the property income is pegged to the euro,
while the remaining portion is either pegged to US$ or local currency. The local
currency portion provides a natural hedge against operational expenses incurred
in the same currency.
The loans secured against the properties are denominated in euros and have an
average weighted interest rate of 4.6% for the period. All loan agreements have
hedging instruments in place minimising the impact of the interest rate risk.
I am pleased to announce an interim dividend of 2p per share. This is in
accordance with the investment objective in the AIM admission document where the
Directors anticipate an equivalent dividend of 6 to 7 percent for 2006 and 10
percent once fully invested based upon the Company's flotation price of 100
pence per share.
The interim dividend will be payable to shareholders on the register on 6
October 2006 (ex-dividend date of 4 October 2006) and will be paid on 3 November
2006.
The current portfolio comprises:
+--------------+------------------+---------------------+--------------+
|Country |Location |Property |Value* |
+--------------+------------------+---------------------+--------------+
|Poland |Gdansk |Osowa Centre |20.9 million |
+--------------+------------------+---------------------+--------------+
| |Lodz |Tulipan |15.9 million |
+--------------+------------------+---------------------+--------------+
| |Sosnowiec |Geant Centre |2.8 million |
+--------------+------------------+---------------------+--------------+
| |Torun |Kometa Centre |4.1 million |
+--------------+------------------+---------------------+--------------+
| |Warsaw |Promenada Shopping & |95.5 million |
| | |Business Centre | |
+--------------+------------------+---------------------+--------------+
| |Slupsk |Biedronka Supermarket|0.7 million |
+--------------+------------------+---------------------+--------------+
| | | Sub-total:|£139.9 million|
+--------------+------------------+---------------------+--------------+
|Hungary |Budaors |Antana Warehouse Park|15.7 million |
+--------------+------------------+---------------------+--------------+
| |Pecs |Pecs Plaza |17.3 million |
+--------------+------------------+---------------------+--------------+
| |Szombathely |Savaria Plaza |4.7 million |
+--------------+------------------+---------------------+--------------+
| |Sopron |Sopron Plaza |11.9 million |
+--------------+------------------+---------------------+--------------+
| |Veszprem |Balaton Plaza |9.8 million |
+--------------+------------------+---------------------+--------------+
| | | Sub-total:|£ 59.4 million|
+--------------+------------------+---------------------+--------------+
|Czech Republic|Karlovy Vary |Varyada Shopping |28.1 million |
| | |Centre | |
+--------------+------------------+---------------------+--------------+
|Lithuania |Panevezys |Babilonas Shopping |22 million |
| | |Centre | |
+--------------+------------------+---------------------+--------------+
|Romania |Brasov |Macromall Business |13 million |
| | |Centre | |
+--------------+------------------+---------------------+--------------+
| | | Grand Total|£262.4 million|
+--------------+------------------+---------------------+--------------+
* Value represents either the fair value at 31 December 2005 or the purchase
price including costs.
Asset Manager Review
In anticipation of the enlarged portfolio, the Dawnay, Day Europe asset
management team has been expanded to 21 people. This recruitment includes a
number of Eastern European nationals, and strengthens DDE's capability
particularly within leasing, project management, facilities management and
property management. While Dawnay, Day Europe's core activities continue to be
directed from the London head office, in June 2006 they established a Warsaw
office, and expect to open further satellite offices throughout our target
regions.
The asset management team is focusing on a number of specific projects:
Antana: - Budapest - Hungary
The retail development proposals of 55,000 sq m GLA (Gross Lettable Area) have
been presented to and positively received by the Mayor, Chief Executive and
Chief Architect for that Municipality. The development requires an increase in
the capacity of the local road infrastructure, requiring a new Master Plan. This
is a formal requirement of the Hungarian planning process and will add to the
project delivery date by 6 months. We have continued to extend existing leases
on a short term basis and sustained the occupancy rate prior to development.
Pecs Plaza: - Hungary
The Company has accumulated adjoining land plots totalling 9.5 hectares. This
land is zoned for commercial and retail use. The land cost of £2.56 million
represents £270 per sqm. Plans are being worked up to extend the retail
facilities with larger anchor and discount units and possibly a 3 star hotel.
Construction will not commence until substantial pre-lets are achieved.
Sopron Plaza: - Sopron - Hungary
The Asset Manager is progressing with the Tenant relocation plan the first stage
of which will see an existing local occupier of 5 prime units relocate to a
single large upper level store at a rent of 25% in excess of the budget. These 5
units will be released from prime locations within the main mall presenting an
opportunity to re-lease to a stronger line-up and variety of retailers at higher
rents.
Savaria Plaza
This centre, substantially vacant with a Developers income guarantee expiring 31
December 2007, now has terms agreed for anchor stores of a 2,000 sqm supermarket
and 650 sq m children's wear store.
Varyada: - Kalovy Vary - Czech Republic
The Asset Manager has identified an opportunity to increase GLA by approximately
500 sq m with an increased annual rental income of £41,500 to provide a new
anchor store for a major international fashion retailer who wishes to occupy
premises.
Promenada Centre: - Warsaw - Poland
Terms have been agreed with Peek and Kloppenberg for a new 2,800 sqm store,
subject to planning. Consent is currently awaited for this extension which
totals 7,600 sqm comprising 4,778 sqm retail, 2,823 sqm offices, 1,790 sqm
leisure.
Investment Pipeline
The asset managers, Dawnay Day Europe and the Company have a well established
profile in the target markets. This is leading to a steady stream of
opportunities being presented to the Company often from private vendors in off
market transactions. Dawnay, Day Carpathian continues to generate many
acquisition opportunities, and there are still a large number of potential deals
that meet our investment criteria.
Since the half-year ended 30 June 2006, we have completed the purchase of two
acquisitions in two new territories with a total value of £35 million bringing
the total portfolio value to over £262 million. In respect of the current
identified pipeline, we are in the advanced stages of due diligence work on
further £180 million of transactions.
In addition, we are also at a well progressed stage on both large single asset
and portfolio negotiations with many further opportunities under discussion. We
see 2007 as being a year during which we will focus on the consolidation and
performance of the assets acquired and consider how we may pursue further the
opportunities that continue to present themselves.
Outlook
We believe we are establishing an excellent portfolio of assets and a reputation
for successfully executing complex transactions. We are not prepared to
disregard issues uncovered in due diligence, and are creative and commercial in
seeking fair adjustment when material problems arise.
The Company is substantially on track to meet its targets set at the time of the
IPO and we look forward to the future with confidence. We remain focused on
income producing retail assets and we are also seeing a rising level of new
developments providing opportunities to invest which are being pursued in ways
so as to minimise our exposure to the associated development risks.
Rupert Cottrell
Chairman
Dawnay, Day Carpathian PLC
Unaudited Consolidated Income Statement
For the six months ended 30 June 2006
31-Dec-05 30-Jun-06
Group Group
Notes £ £
Gross rental income 1,485,519 4,635,089
Service charge income 494,073 1,449,000
Service charge expense (424,650) (1,355,159)
Property operating expenses (394,614) (490,606)
---------- ----------
Net rental and related income 1,160,328 4,238,324
Changes in fair value of investment property 2,468,706 -
Changes in fair value of financial liability - (173,822)
Excess of acquirer's interest in the net fair
value of acquiree's identifiable assets,
liabilities and contingent liabilities over cost 69,941 -
Net Foreign Exchange (Loss) / gain 608,639 (340,723)
Administrative expenses (701,102) (910,768)
Net other income 32,433 183,688
---------- ----------
Net operating profit before net financing income 3,638,945 2,996,699
---------- ----------
Financial income 3,007,062 3,677,791
Financial expense (1,009,461) (1,498,004)
---------- ----------
Net financing income 1,997,601 2,179,787
---------- ----------
Net profit before tax 5,636,546 5,176,486
Income tax expense (702,796) (618,028)
---------- ----------
PROFIT FOR THE PERIOD 4,933,750 4,558,458
========== ==========
Attributable to:
Equity holders of the Company 4,909,679 4,459,592
Minority Interests 24,071 98,866
Basic and diluted earnings per share for profit
attributable to the equity holders of the
Company during the year
(expressed as Pence per share)
Basic earnings per share 3 4.8 3.1
Diluted earnings per share 3 4.7 3.0
Dawnay, Day Carpathian PLC
Unaudited Consolidated Balance Sheet
For the six months ended 30 June 2006
31-Dec-05 30-Jun-06
Group Group
£ £
ASSETS
Non current assets
Investment property 87,054,370 226,003,568
Land - 1,454,884
Goodwill 3,698,346 9,726,917
Deferred income tax assets 127,305 734,110
----------- ------------
90,880,021 237,919,479
----------- ------------
Current assets
Trade and other receivables 2,036,675 5,462,298
Cash and cash equivalents 126,144,770 94,349,757
Financial assets 399,323 2,034,753
----------- ------------
128,580,768 101,846,808
----------- ------------
TOTAL ASSETS 219,460,789 339,766,287
=========== ============
EQUITY
Issued Capital 1,454,300 1,454,300
Share Premium 125,556,323 125,556,323
Retained Earnings 14,674,546 19,134,138
Foreign Exchange Movement (95,033) 672,072
----------- ------------
Total equity attributable to equity holders of the
parent 141,590,136 146,816,833
----------- ------------
Minority Interest 229,773 328,639
----------- ------------
TOTAL EQUITY 141,819,909 147,145,472
LIABILITIES
Non-current liabilities
Bank loans 60,971,511 159,726,201
Deferred income tax liabilities 4,943,082 11,586,335
----------- ------------
65,914,593 171,312,536
----------- ------------
Current liabilities
Trade and other payables 4,887,286 17,096,873
Bank loans 2,476,101 4,037,584
Dividends payable 4,362,900 -
Financial liabilities - 173,822
----------- ------------
11,726,287 21,308,279
----------- ------------
TOTAL LIABILITIES 77,640,880 192,620,815
----------- ------------
TOTAL EQUITY AND LIABILITIES 219,460,789 339,766,287
=========== ============
Dawnay, Day Carpathian PLC
Unaudited consolidated statement of changes in equity
For the six months ended 30 June 2006
Foreign
Share Share Minority Exchange Retained
Capital Premium Interest Movement Earnings Total
GROUP £ £ £ £ £ £
--------- ----------- -------- --------- --------- -----------
Issue of share
capital 1,454,300 144,468,545 - - - 145,922,845
Costs of issue of
shares - (5,389,998) - - - (5,389,998)
Recognition of
share-based
payments - 605,543 - - - 605,543
Acquisition of
subsidiaries - - 205,702 - - 205,702
Profit for the
period - - - - 4,933,750 4,933,750
Minority interest - - 24,071 - (24,071) -
Share premium
release - (14,127,767) - - 14,127,767 -
Dividend declared - - - - (4,362,900) (4,362,900)
Translation into
presentation
currency - - - (95,033) - (95,033)
--------- ----------- -------- --------- ---------- -----------
Balance as at
31 December 2005 1,454,300 125,556,323 229,773 (95,033) 14,674,546 141,819,909
========= =========== ======== ========= ========== ===========
Balance as at
1 January 2006 1,454,300 125,556,323 229,773 (95,033) 14,674,546 141,819,909
Profit for the
period - - - - 4,558,458 4,558,458
Minority interest - - 98,866 - (98,866) -
Translation into
presentation
currency - - - 767,105 - 767,105
--------- ----------- -------- --------- --------- -----------
Balance as at
30 June 2005 1,454,300 125,556,323 328,639 672,072 19,134,138 147,145,472
========= =========== ======== ========= ========== ===========
Dawnay, Day Carpathian PLC
Unaudited consolidated cash flow statement
For the six months ended 30 June 2006
31-Dec-05 30-Jun-06
Group Group
Notes £ £
Cash flows from operating activities
Cash generated from operations 4 2,706,408 1,280,051
------------ ------------
Net cash generated from operating activities 2,706,408 1,280,051
------------ ------------
Cash flows from investing activities
Capital expenditure on investment property (22,849) (105,726)
Acquisition of Investment property - (726,278)
Purchases of Land - (1,454,884)
Interest received 2,470,348 2,598,338
Acquisition of subsidiaries (6,483,768) (6,823,545)
Loans advanced to Subsidiaries before acquisition (10,342,575) (19,459,543)
------------ ------------
Net cash used in investing activities (14,378,844) (25,971,637)
------------ ------------
Cash flows from financing activities
Dividends Paid - (4,362,900)
Proceeds on issue of shares, net of share issuance
costs 139,381,406 -
Interest paid (778,495) (1,504,701)
Repayments of borrowings (294,846) (1,765,633)
------------ ------------
Net (cash used in) / generated from financing
activities 138,308,065 (7,633,234)
------------ ------------
Net (decrease) / increase in cash and cash
equivalents 126,635,629 (32,324,820)
Cash and cash equivalents at the beginning of the
period - 126,144,770
Exchange gains / (losses) on cash and cash
equivalents (490,859) 529,807
------------ ------------
Cash and cash equivalents at the end of the period 126,144,770 94,349,757
------------ ------------
Notes to the Consolidated financial statement
1. General information
Dawnay, Day Carpathian PLC (The 'Company') is a company incorporated and
domiciled in the Isle of Man on 2 June 2005 for the purpose of investing in the
retail property market in Central and Eastern Europe.
The interim report of Dawnay, Day Carpathian PLC for the six months ended 30
June 2006 comprises the Company and its subsidiaries (together referred to as
the 'Group').
The Company's registered address is IOMA House, Hope Street, Douglas, Isle of
Man.
The Company was admitted to the AIM of the London Stock Exchange and commenced
trading its shares on 26 July 2005. The Company raised approximately GBP 140m
(before admission costs).
The functional currency of the consolidated financial statements is the Euro as
it is the currency of the primary economic environment in which the Group
operates. The consolidated financial statements are presented in pounds sterling
(presentation currency) for the convenience of readers. The translation between
the functional and presentation currency is in accordance with the Group's
accounting policies.
Comparatives for the corresponding six months ended 30 June 2005 have not been
disclosed as the Company was admitted to the AIM of the London Stock Exchange on
26 July 2005; the directors feel that such information would not be relevant or
meaningful information.
2. Significant accounting policies
The interim report for the six months ended 30 June 2003 is unaudited and has
been prepared based on the accounting policies set out in the statutory accounts
for the year ended 31 December 2005.
3. Earnings per share
Basic earnings per share
The calculation of basic earnings per share at 30 June 2006 was based on the
profit attributable to ordinary shareholders of £ 4,459,592 and a weighted
average number of ordinary shares outstanding during the six month period ended
30 June 2006 of 145,430,015.
31-Dec-05 30-Jun-06
Group Group
£ £
Profit attributable to ordinary shareholders
Profit for the period 4,933,750 4,558,458
Minority interest (24,071) (98,866)
----------- -----------
Profit attributable to ordinary shareholders 4,909,679 4,459,592
=========== ===========
Weighted average number of ordinary shares
Founder shares converted on incorporation - 2 June
2005 10,000 -
Effect of shares issued on 1 August 2005 100,377,358 -
Effect of shares issued on 16 October 2005 1,382,649 -
Effect of shares issued on 16 November 2005 331,801 -
Shares in Issue at 31 December 2005 and 30 June 2006 - 145,430,015
----------- -----------
Weighted average number of ordinary shares 102,101,808 145,430,015
=========== ===========
Basic earnings per share (expressed as Pence per
share) 4.8 3.1
Diluted earnings per share
The calculation of diluted earnings per share at 30 June 2006 was based on the
profit attributable to ordinary shareholders of £ 4,459,592 and a weighted
average number of ordinary shares outstanding during the period ended 30 June
2006 of 147,419,621
Profit attributable to ordinary shareholders (diluted) £ £
Profit for the period 4,933,750 4,558,458
Minority interest (24,071) (98,866)
----------- -----------
Profit attributable to ordinary shareholders 4,909,679 4,459,592
=========== ===========
Weighted average number of ordinary shares
Weighted average number of ordinary shares 102,101,808 145,430,015
Numis options 1,254,807 1,750,125
Plaza Profit reinvestment - 274,492
Promenada profit reinvestment - 1,002,570
Adjustment to purchase consideration of Gumtree
S.a.r.l - (1,034,772)
Adjustment to purchase consideration of BHA Czech
s.r.o - 440,771
Adjustment to purchase consideration of LarchSilver
Hungary Kft - (443,581)
----------- -----------
Weighted average number of ordinary shares (diluted) 103,356,615 147,419,621
=========== ===========
Diluted earnings per share (expressed as Pence per
share) 4.7 3.0
4. Notes to the cash flow statement
31-Dec-05 30-Jun-06
Group Group
£ £
Cash generated from operations
Profit for the period 4,933,750 4,558,458
Adjustments for:
Excess of acquirer's interest in the net fair value
of acquiree's identifiable assets, liabilities and
contingent liabilities over cost (69,941) -
Increase in fair value of interest rate swaps (200,290) (1,624,254)
Increase/ (decrease) in fair value of bank loans (336,424) 173,822
Net other finance income (1,460,887) (555,533)
Increase in fair value of investment property (2,468,706) -
Income tax expense 702,796 618,028
----------- -----------
Operating cash flows before movements in working
capital 1,100,298 3,170,521
----------- -----------
Decrease in receivables 5,864,791 1,577,328
Decrease in payables (4,258,681) (3,467,798)
----------- -----------
Cash generated from operations 2,706,408 1,280,051
----------- -----------
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