Final Results

Panther Securities PLC 30 April 2003 CHAIRMAN'S STATEMENT Introduction I am pleased to report the results for the year ended 31st December 2002. Pre tax profits amount to £2,956,000 compared to £3,531,000 for the previous year. The rental income receivable for the year rose to £8,000,000 compared with £6,020,000. The profits are down slightly for various reasons. Firstly, there were fewer trading property sales and secondly we wrote down to market value one of our stock exchange investments held for trading purposes. Lastly, an exceptionally large dividend was received last year from William Nash PLC. Disposals The only sizeable disposal during the year was our parade of vacant freehold shops in York Place, Brighton which we sold at auction in July 2002. The amount realised was £1,380,000 which showed a substantial profit on its last valuation. In my interim report in September 2002, I commented at length on the extreme difficulty in dealing with the Brighton planners. It appears that there are still no homes or planning permission granted on this ideal development site. Acquisitions I feel it is worth repeating the comment I made in last year's statement that it has always been our policy to invest in the higher yielding property sector. In 2001 we invested approximately £7 million in mixed commercial investments producing approximately £725,000 per annum. We have continued this strategy and the following acquisitions have been made in the current year ending 31st December 2002. The total cost was about £9.2 million which will produce approximately £960,000 per annum. In March we acquired a long leasehold investment at 134/136 Above Bar Street, Southampton at a cost of £860,000. This property is located in a prime position and is let to Toni & Guy, the multiple hairdressers and Moss Bros. The property currently produces about £90,000 per annum net. In May, a modern parade of 11 shop units at 2-22 High Street, Bromley was acquired on a 123 year lease at a fixed peppercorn rent. The purchase cost was £2.7 million which includes the quite staggering amount of £100,000 for stamp duty. The property is let to Sketchley, Oxfam, Mr Minit, Reed Employment and William Hill among others and produces £290,000 per annum. In July a freehold shop/office investment at 34/36 Darley Street, Bradford was acquired. The property is situated in a prime position and is let to Nationwide Building Society, Country Casuals and a large firm of local solicitors. Our purchase costs were £880,000 and it produces £82,000 per annum. In September we acquired the long leasehold of the top 30% slice of the Pyewipe Industrial Estate, Grimsby where the freehold has been owned by my personal pension fund for over 15 years and which (subject to shareholders' approval) will be acquired shortly. Details of this proposal are dealt with in a separate document accompanying these accounts. In October we acquired Oakwood Industrial Estate, South Road, Harlow. This is a multi-let Industrial estate of mainly single storey factory units totalling about 67,000 sq. ft. of which about 90% of the space is let. It currently produces approximately £270,000 per annum of which almost 45% is derived from Coates Brothers Plc who have 15 years remaining on their lease. This freehold estate cost approximately £2.5 million which again includes the substantial stamp duty cost of approaching £100,000. In November we acquired 42/44 Bath Street & 47/57 New Road, Gravesend for £1.5 million. The property comprises 10 shop units, 4 offices including a modern three storey office building let to the Department of Environment and some residential units. The property is fully let and produces approximately £160,000 per annum. In the same month we also acquired Units 5-11, Estate Road No. 8, Grimsby. The 26,000 sq. ft. single storey factory unit was purchased at a cost of £490,000 and is let to a single tenant at £55,000 per annum. Eurocity Properties PLC In May 2002 we requisitioned, by virtue of our 29% shareholding, an Extraordinary General Meeting of Eurocity Properties PLC. At this meeting we were successful in removing the executive management of that company and replacing it with Peter Rowson and myself. This enabled the previous ludicrously excessive management costs to be curtailed. It was necessary for Panther to immediately provide funds to protect its investment. In November 2002 Panther made an offer of 23p per share with a share alternative. The net asset value per share of Eurocity at that time was 39p per share as a going concern which it probably would not have been without Panther's immediate and continuing financial support. Our offer was recommended by the independent advisers and directors and accepted by over 90% of independent shareholders thus enabling us to compulsory purchase the balance since the year end and make Eurocity a fully owned subsidiary of Panther. Eurocity owns a portfolio of fully let secondary shop investments mainly in Scotland valued at about £10.7 million and producing approaching £1 million per annum. The properties are all charged to building societies, a number being at fixed rates slightly higher than current interest rates but these will revert to current interest rates over the next few years. In simple terms, Eurocity cost us approximately £2 million (including supportive finance) and will show us approximately £400,000 rental profit over loan interest rising by £100,000 per annum when fixed higher interest falls away. Both these figures are before management costs which of course will be a fraction of previous management costs and also now that Eurocity has become a Panther subsidiary it no longer has the costs of being a public quoted company. Panther House Redevelopment In my interim report I mentioned that the planning permission on Panther House had been implemented by commencement of the first stage of the refurbishment. We are seeking an occupier/purchaser for the building but the office market is currently subdued and thus our holding may have a greater value for residential or other use. The implementation works involved removing part of the fourth floor of the building. Bristol Redevelopment The site for the superstore scheme mentioned a number of times in previous statements found a prospective buyer in William Morrison Supermarkets and provisional terms have been agreed. They are currently seeking amendments to the scheme to suit their own particular requirements. Whilst the price agreed for the site is at the lower end of estimated value, it should have provided acceptable value to us for our interest, however the Council have moved the ' goal posts' almost certainly making the financial proposals for us unacceptable. When the terms with the Council were originally discussed the principle agreed was that we receive the investment value of our shopping centre and then split the additional development value of the entire site (with planning permission) 50/50 with the Council. This was after allowing approximately £1 million for specified social benefits to enable planning permission to be granted. When the scheme eventually came to the market the social element demanded had increased to £3 million and our investment was down valued by the Council's chosen valuers due to many of the shops being vacant and vandalised. We had deliberately not re-let in order to speed up implementation of the scheme. The local politicians have been claiming the benefits that 'their' proposals would generate for the area when development is complete. These benefits are the rejuvenation of a run down council estate and outdated shopping centre by the provision of a 'superstore', a new library, community centre, better roads and parking improvements to the flats surrounding the centre and most importantly the provision of 400/600 new jobs, full and part-time and mostly non skilled in an area of high unemployment. This is particularly galling to me as it is our existing shopping centre being replaced. It is our concept formulated after considerable help from our local agents, architects, planning consultants and lawyers after considerable consultation and with much input from the local community; the huge costs borne by ourselves. We had to put up with long delays exacerbated by a 'Minister's Call In' for a public enquiry which our lawyers advised was incorrectly requisitioned due to civil servant error, having misunderstood what constitutes a local or district shopping centre and because of this our costs have escalated by £100,000 to defend the provisional Council approval. If we were any other form of industry creating new jobs in a deprived area, grants of £20,000/£40,000 per job created would be offered but as a property company we are penalised. Unless the Council are more realistic in our ' partnership' arrangements we intend to withdraw from the proposals and re-let the estate after some refurbishment. Finance In December 2002 we completed arrangements to increase our loan with HSBC Bank plc to £50 million of which £9 million has not been drawn down and is available for future use. Our acquisition of Eurocity Properties PLC brought three new building society lenders into our group with loans totalling £7.3 million. Some of these will be due for repayment this year. Red Tape Two years ago the Guardian newspaper mocked the fact that nearly one third of my statement was complaining about red tape and tax but even they, whose lifeblood advertising revenue is mainly made up of adverts for more public sector bureaucrats, had to admit some of my message was correct. A large proportion of our 500-600 tenants are small to medium sized businesses and the persistent and increasing degree of regulations and salami-style serving of increased taxation destroys enterprise and the incentive to create added wealth which is detrimental to the whole country not just property owning companies. The creeping bureaucracy and political correctness is permeating through all activities and slowly but surely debilitates commercial enterprise which is the bedrock of a successful society. Practically every decision in business from hiring and firing staff to buying and selling a company or property or making a planning application or dealing with the tax inspectors requires the service of specialist lawyers/accountants/consultants at £300/£500 per hour plus VAT. Businesses cannot flourish in this environment. Since 'New Labour' came to power, due to the previous administrations internecine squabbling, overall tax has risen by nearly 50% by way of 60 tax rises and a multitude of new rules and regulations have come into effect enforced by an army of new administrators. These bureaucrats are highly paid with the job and pension security which those who have to produce the wealth to pay the taxes to service these secure salaries and pensions can only wistfully dream about. Here are a few examples of petty rules I have come across. (i) A Health & Safety Officer wrote a threatening stereotype letter about one of our multi-let buildings where the toilets were temporarily dirty. Whilst the problem was dealt with, the letter made it quite clear if we didn't jump to it, it was a prisonable offence. They did not state whether the caretaker, cleaner, surveyor or entire board would go to prison. Thankfully we survived that one. (ii) Another building, again multi-let, had the Fire Officer threaten to close it down for failure to comply with regulations. It turned out that a tenant who had offices on more than one floor was keeping the self-closing fire door open for easier access for its staff. This was easy to deal with and again we avoided going to prison. (iii) Bromley Council served an enforcement notice on us and our tenant who had replaced an old and tatty shop front with an almost identical one without asking permission. This involved our tenant in a low cost but irritating inconvenience of appealing the notice which our tenant won. The inspectors report implied Bromley's enforcement notice was ridiculous. (iv) Bromley Council have recently served notice on us, our mortgagee and our tenant due to a security shutter (installed by the tenant) not having the right grille shape! (v) We are currently in court with Bromley again over their wish to make us register a block of 5 self-contained flats as a 'House in Multiple Occupation' which it patently is not. If we have to register, the flats will come under extra unnecessary regulations and controls. Bromley Council seems to have numerous highly paid administrators to enforce its nit-picking rules. Perhaps it is not surprising that its Council Tax has gone up by 68% in the last seven years. (vi) One of my friends owns and runs a small hairdressing salon in South West London which for over 20 years has provided the type of small service business that is so essential to local communities. A year or two ago a water board inspector inspected his sinks and served him notice that under new water waste rules he must change all his sink plugs. He was told failure to do so had the ultimate sanction - prison. The few who support the plethora of new rules and regulations will be reassured by the fact that our leading Law Lords have urged magistrates (where possible) to stop sending burglars, muggers and thieves to prison to make more room available for other offenders - presumably property owners who have dirty toilets, open doors, wrongly shaped security grilles or even the wrong type of sink plugs. Some 3 or 4 years ago when I first started complaining about the red tape affecting our business, one of our shareholders phoned me to say we were not the only ones affected. He ran a small successful nursing home in the West Country. I was told about the new costly regulations that were being brought in; regulating door widths, room sizes per person and staff levels etc. Now, with the benefit of hindsight, we can see what a disaster red tape has had on the nursing home sector. Red tape has made a nursing home more costly to run. The restrictive planning policy has created a shortage of new homes thus making larger buildings (which have almost automatic rights for redevelopment as residential units) much more valuable. With the low levels of contribution for nursing care paid by local authorities for private care, as against the much higher cost of providing care in council run homes, the obvious sensible financial decision for many nursing home operators is to close the home and sell. 60,000 bed spaces have been lost over the last 4 or 5 years. Where have these old people gone? It is a racing certainty that many thousands finish up long term in hospital thus accounting for part of the hospitals claims to be short of bed spaces. Most of you will have seen a number of recent newspaper stories of home closures where the transfer or even potential move to another nursing home has resulted in the premature death of a 'little old lady'. This is the stuff of newspaper headlines and a 'caring government' had to act, which they did by cancelling some of the daft red tape rules. But it's too late - this government has destroyed nursing home businesses to such a degree that the cost of remedy is now huge. The N.H.S. has 199,000 beds so the loss of 5% of their bed spaces from the closing of nursing homes has serious consequences for the whole of the N.H.S. Whilst the 'red tape effect' on the nursing home sectors has proved disastrous, I have no doubt that the 'red tape effect' has had and will have similar adverse consequences with the farming, savings and insurance and construction industry as well as many others, but it will take some time for the entire adverse effects to be fully understood. Tax The recent increase in National Insurance contributions which will almost certainly be raised again, will badly affect many enterprises that have high staff costs. New proposals for massively increasing stamp duty on commercial lettings can only be detrimental. The £5 billion per year pillage of the pension funds has a net present balance sheet value of approximately £100 billion. This accounts for a substantial part of the shortfall in pension fund liabilities that most companies are currently reporting and to address which most funds have to be topped up thus lowering profits. Not satisfied with this, the Treasury has announced a proposal to effectively cap a pension fund to £1.4 million per person by way of punitive taxation on the excess. The Treasury announced deliberately misleadingly low figures on the number it will affect and completely ignored the fact that Public Servants will not have to worry as their pensions are not subject to a capital fund that is regularly valued but comes from general taxation (i.e. our back pocket). And so it is with most things governmental. There is one rule or cost for us and another for them. Dividends An interim dividend of 3.5p per share was paid on 31st October 2002. We are recommending a final dividend of 3.5p per share. It is now 30 years since Malcolm Bloch (now retired), my brother Harold and I took over this company, then a little known optical company (Levers) with net assets of £189,000 and negligible profits. Now it is a little known property company but our net assets are approaching £40 million and we have annual pre tax profits of approximately £3 million. The Board consider a special anniversary dividend of 5p per share would be appropriate and will be paid in June to all shareholders as a special interim for the year in progress. Additionally, I will personally send a bottle of champagne to each person who can claim to have been a continuous shareholder since 1980 (directly or by inheritance). My condolences go to Florence Orr whose late husband, as a young optician, became a shareholder when Levers first went public in 1934. He took an interest in the company throughout his life up to the time of his recent death at 97. Instead of the 5 year relevant figures summary we usually show at the end of the accounts, we have included a 32 year summary which encompasses the changeover from optics to property since we gained control of the group during 1972. Prospects While we have worries about the prospects for the economy in general, we consider our cautious attitude to expansion, finance arrangements at fixed rates, substantial liquidity and positive cash flow from our wide, mixed property portfolio spread throughout the country will all stand us in good stead for the future. Finally I would like to thank all our staff, professional advisors and the numerous firms we deal with and of course our tenants who have helped to make this another successful year. A. S. Perloff Chairman 30 April 2003 CONSOLIDATED PROFIT AND LOSS ACCOUNT for the year ended 31st December 2002 2002 2002 2002 2001 £000 £000 £000 £000 Continuing Acquisitions Total operations (8 months) Turnover 7,582 658 8,240 7,933 Exceptional Turnover - - - 1,495 Cost of sales (1,355) (34) (1,389) (2,834) __________ ___________ ______ _______ Gross profit 6,227 624 6,851 6,594 Administrative expenses (1,101) (93) (1,194) (1,012) __________ ___________ ______ _______ Operating profit 5,126 531 5,657 5,582 Income/(loss) from participating interests 9 (18) Profit on disposal of property 342 154 ______ _______ Profit on ordinary activities before interest 6,008 5,718 Interest receivable 327 325 Interest payable (3,379) (2,512) ______ _______ Profit on ordinary activities before taxation 2,956 3,531 Taxation (951) (810) ______ _______ Profit on ordinary activities after taxation 2,005 2,721 Minority interests (11) (5) ______ _______ Profit attributable to members of the parent undertaking 1,994 2,716 Dividends (1,183) (1,525) ______ _______ Retained profit for the year 811 1,191 Transferred from revaluation reserve 151 17 Purchase of own shares (67) - Transfer from negative goodwill reserve 911 - Retained profit brought forward 10,491 9,283 ______ _______ Retained profit carried forward 12,297 10,491 ______ _______ Earnings per share 11.8p 16.0p CONSOLIDATED CASH FLOW STATEMENT for the year ended 31st December 2002 2002 2001 £000 £000 £000 £000 Cash flow from operating activities 3,651 5,909 Returns on investments and servicing of finance (3,052) (2,186) Taxation (864) (599) Capital expenditure and financial investment (7,464) (4,791) Acquisitions and disposals (507) - Equity dividends paid (1,524) (1,186) __________ _______ Cash outflow before financing (9,760) (2,853) Financing Increase in debt 10,289 7,029 Purchase of own shares (67) - _______ _______ 10,222 7,029 __________ _______ Increase in cash in the period 462 4,176 __________ _______ Reconciliation of net cash flow to movement in net debt Increase in cash in the period 462 4,176 Cash inflow from increase in debt (10,289) (7,029) Loans acquired on acquisition (8,094) - _______ _______ Change in net debt resulting from cash flows (17,921) (2,853) __________ _______ Movement in net debt in the period (17,921) (2,853) Net debt at 1st January 2002 (28,098) (25,245) __________ _______ Net debt at 31st December 2002 (46,019) (28,098) __________ _______ At 1st At 31st January Cash December 2002 Flow Acquisitions 2002 £000 £000 £000 £000 Analysis of net debt Cash at bank 9,189 501 - 9,690 Overdrafts - (39) - (39) ________ ________ ________ ________ 9,189 462 - 9,651 ________ ________ ________ ________ Net debt due after 1 year 37,137 8,666 7,449 53,252 Net debt due within 1 year 150 1,623 645 2,418 ________ ________ ________ ________ (37,287) (10,289) (8,094) (55,670) ________ ________ ________ ________ Total (28,098) (9,827) (8,094) (46,019) ________ ________ ________ ________ CONSOLIDATED BALANCE SHEET at 31st December 2002 2002 2001 £000 £000 Fixed assets Tangible assets 79,769 61,951 Intangible asset - negative goodwill (893) - Investments 290 281 _______ _______ 79,166 62,232 _______ _______ Current assets Stock 7,147 5,081 Current asset investments 1,015 626 Debtors: due within one year 1,999 753 Cash at bank and in hand 9,690 9,189 _______ _______ 19,851 15,649 _______ _______ Creditors: amounts falling due within one year (7,258) (3,466) _______ _______ Net current assets 12,593 12,183 Total assets less current liabilities 91,759 74,415 Creditors: amounts falling due after more than one year (53,253) (37,137) Minority interests (266) (92) _______ _______ Net assets 38,240 37,186 _______ _______ Capital and reserves Called up share capital 4,226 4,237 Share premium account 2,862 2,862 Revaluation reserve 18,072 17,913 Capital redemption reserve 571 560 Negative goodwill reserve 212 1,123 Profit and loss account 12,297 10,491 _______ _______ Equity shareholders' funds 38,240 37,186 _______ _______ Net assets per share 226.2p 219.4p CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES for the year ended 31st December 2002 2002 2001 £000 £000 Profit for the financial year after taxation 2,005 2,721 Unrealised surplus on revaluation of properties and investments 310 3,707 _______ _______ Total gains and losses relating to the year 2,315 6,428 _______ _______ Notes 1. Dividends The company has already paid an interim dividend of 3.5p per share (net) (2001: 3.5p (net)) and the Directors now recommend payment of a final dividend of 3.5p per share (net) (2001: 3.5p (net)) together with a special dividend of nil (2001: 2p (net)). The final dividend will be payable on 20th June 2003 to shareholders on the register at the close of business on 23rd May 2003. 2. Earnings per ordinary share The calculation of earnings per ordinary share is based on earnings, after minority interests, of £1,994,000 (2001 - £2,716,000) and on 16,926,761 ordinary shares being the weighted average number of ordinary shares in issue during the year (2001 - 16,947,117). 3. Report and Accounts The financial information for the year ended 31st December 2001 is extracted from the group's financial statements to that date which received an unqualified auditor's report and have been filed with the Registrar of Companies. The financial information for the year ended 31st December 2002 is extracted from the group's financial statements to that date which received an unqualified auditor's report and will be filed with the Registrar of Companies in due course. 4. Annual General Meeting The Annual General Meeting will be held on 17th June 2003. 5. Copies of the Report and Accounts will be posted to shareholders shortly and will be available from the Company's registered office at Panther House, 38 Mount Pleasant, London WC1X 0AP. This information is provided by RNS The company news service from the London Stock Exchange
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