Final Results

RNS Number : 9524X
Pathfinder Properties PLC
30 June 2008
 








FOR IMMEDIATE RELEASE                                                                                               30 JUNE 2008     


    

    PATHFINDER PROPERTIES PLC

    

    REPORT AND FINANCIAL STATEMENTS


    FOR THE YEAR ENDED 31 DECEMBER 2007




CHAIRMAN'S STATEMENT


During the year we have continued with the work on our development at Newark. The conversion of forty nine flats within the Brewery is well underway, and we are hoping for completion next year. Due to current market conditions, the board has decided not to start the ninety nine River Edge flats at the present time. I am pleased to confirm that the remainder of the site now has a full planning consent for eighty eight units, a mixture of houses and flats.


The board has decided that because of the current state of the financial climate, it would be prudent to defer development work at the other sites owned by the company until conditions improve.


The company has accrued losses on the balance sheet during the year, these are mainly caused by interest payments which have been incurred during the normal process of development work.


However, the board is working very hard to try and keep the company on a stable financial footing in these difficult times.


Once again I would like to thank the board members and all staff for their hard work during the year.



For further information:


Edward Azouz, Chairman, Pathfinder Properties plc on 020 7603 7495

Roland Cornish, Beaumont Cornish Limited on 020 7628 3396



The Company's Report and Accounts have been posted to shareholders, and a copy can be found on the Company's website, www.pathfinderplc.co.uk







 


IFRS ADOPTION


Group financial statements have been prepared for the year ended 31 December 2007 under IFRS for the first time. The latest period for which financial statements were prepared by Pathfinder Properties PLC under UK GAAP was the year ended 31 December 2006.


A reconciliation of equity and a reconciliation of profit and loss, between that reported under UK GAAP and that reported under IFRS, are contained in notes to the financial statements 26 and 27.


DIRECTORS AND THEIR INTERESTS


The Directors and their beneficial interests (including family interests) in the shares of the Company during the year were as follows:-



Ordinary shares of 10p each 31 December 2007

Ordinary shares of 10p each 31 December 2006

Edward Azouz ^

10,288,571

10,288,571

Jeffrey Azouz ^

10,288,571

10,288,571

John Guy Davies 

-

-

Gerard Lee +

13,302,989

13,302,989

Victor Lipien 

2,916,630

2,916,630



including shares held by Sunnyview Limited, a company in which Messrs Azouz are shareholders and directors. The shares above are held jointly.

+ including shares held by Kerrington Limited and Amicrest Holding PLC, a company in which Mr Lee is a shareholder and director.


No director has been granted an option to purchase shares in the company.



SUBSTANTIAL SHAREHOLDINGS


As at 30 June 2008 the following had notified the Company of an interest of 3% or more of the Company's ordinary share capital:

Name

Number of ordinary shares

Shareholding %

Kerrington Limited

10,288,571

12.86

Sunnyview Limited

10,288,571

12.86

Deynacourt Limited

4,425,000

5.53

Victor Lipien

2,916,630

3.65

Amicrest Holdings PLC

2,614,418

3.27

Robert Yorke-Starkey

2,550,957

3.19



EVENTS SINCE THE YEAR END

The directors have signed an agreement to settle the continuing liabilities in respect of the Guarantee provided to the bank relating to the facility that was provided to Pathfinder (Loch Lomond) Limited in 2001. The settlement sum of £500,000 is being paid by one payment of £250,000 on 9 March 2007 followed by two payments of £85,000 each on 31 August 2007 and 29 February 2008 followed by a final payment of £80,000 on 1 September 2008.


ANNUAL GENERAL MEETING

A notice of the Annual General Meeting to be held on 15 September 2008 is set out on pages 37 and 38 together with explanatory notes. 









CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2007


 
 
Year ended
31 December 2007
Year ended
31 December 2006
 
Notes
 
£000
 
£000
 
Revenue
 
 
 
 
 
 
Group and share of joint ventures
 
 
32
 
17,000
 
- less: share of joint ventures
 
 
    (5)   
 
       (-)
 
Group Revenue
1
 
27
 
17,000
 
Cost of sales
-       Continuing operations
 
 
 
 
 
 
    (7)
 
 
 
( 12,550)
 
 
Gross profit
 
 
20
 
4,450
 
Administration expenses
-       Continuing operations
-    Discontinued operations
2
 
 
(741)
      -
(741)
 
 
(560)
      -  
(560)
 
 
 
 
(721)
 
3,890
 
Other operating income
-       Continuing operations
 
2
 
 
    88
 
 
 
    74
 
 
Operating (loss)/profit before share of joint ventures
-       Continuing operations
-    Discontinued operations
 
 
 
 
(633)
        -
(633)
 
 
 
3,964
               -
3,964
 
Share of operating profit /(loss) in joint ventures
12
 
        -
 
      -
 
Operating (loss)/profit
2
 
(633)
 
3,964
 
Continuing operations:
Profit on sale of investment properties
Profit on sale of fixed asset investments
 
 
 
3
    53
 
 
-
 (421)
 
(Loss) / profit on ordinary activities before investment income, interest and taxation
 
 
(577)
 
3,543
 
 
 
 
 
 
 
 
Finance Income
3
 
50
 
94
 
Finance Costs
4
 
 (521)
 
   (816)
 
(Loss)/profit on ordinary activities before taxation
 
 
(1,048)
 
2,821
 
Taxation
7
 
 104
 
     (535)
 
(Loss)/profit on ordinary activities after taxation
 
 
(944)
 
2,286
 
Equity minority interests
 
 
 ( 7)
 
   (81)
 
(Loss)/profit for the year attributable to members of the parent company
 
 
 
(951)
 
 
2,205
 
(Loss)/profit for the year transferred to reserves
 
21
 
 
 (951)
 
 
2,205
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 



  

CONSOLIDATED INCOME STATEMENT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2007

 

 
 
Year ended
31 December 2007
Year ended
31 December 2006
 
 
 
Pence
 
Pence
(Loss)/earnings per share
9
 
(1.19)
 
2.76
Fully diluted (loss)/earnings per share
9
(1.19)
2.76
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






CONSOLIDATED BALANCE SHEET


AS AT 31 DECEMBER 2007


 
Notes
31 December 2007
31 December 2006
 
 
£000
£000
£000
£000
 
Assets
 
 
 
 
 
 
Non Current Assets
 
 
 
 
 
 
Goodwill
10
 
154
 
154
 
Property, plant and equipment
11
 
15
 
20
 
Investment in joint ventures
12
 
 
 
 
 
- Share of gross assets
 
23
 
211
 
 
- Share of gross liabilities
 
(22)
 
(138)
 
 
 
 
 
1
 
73
 
Investments
13
 
    -
 
152
 
Total Non Current Assets
 
 
170
 
399
 
 
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
Inventories
14
 
14,135
 
12,255
 
Trade and other receivables
15
 
1,305
 
1,241
 
Cash and cash equivalents
 
 
     926
 
 1,518
 
Total Current Assets
 
 
16,366
 
15,014
 
 
 
 
 
 
 
 
Total Assets
 
 
16,536
 
15,413
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
Current Liabilities
 
 
 
 
 
 
Trade and other payables
16
 
434
 
533
 
Tax payable
16
 
-
 
220
 
Interest-bearing loans and borrowings
 
16
 
 
3,529
 
 
3,284
 
 
 
 
3,963
 
4,037
 
Liabilities
 
 
 
 
 
 
Non Current Liabilities
 
 
 
 
 
 
Interest-bearing loans and borrowings
 
17
 
 
 2,141
 
 
      (-)
 
 
 
 
 
 
 
 
Total Liabilities
 
 
 6,104
 
   4,037
 
 
 
 
10,432
 
11,376
 
Equity minority interests
 
 
   (350)
 
   (343)
 
 
 
 
 
 
 
 
Total Net Assets
 
 
 
 10,082
 
 11,033
 
Equity
 
 
 
 
 
 
Share capital – issued and fully paid
 
20
 
 
7,997
 
 
7,997
 
Share premium
21
 
1,970
 
1,970
 
Other reserves
21
 
2,647
 
2,647
 
Retained earnings
21
 
(2,532)
 
(1,581)
 
Total Equity
 
 
10,082
 
 11,033
 
 
 
 
 
 
 
 
 
      
                 Pence
 
               Pence
 
Net assets per share attributable to ordinary shareholders
 
 
 
12.60
 
 
13.79
 

 




COMPANY BALANCE SHEET



AS AT 31 DECEMBER 2007


 
Notes
31 December 2007
31 December 2006
 
 
 
£000
 
£000
 
Assets
 
 
 
 
 
 
Non Current Assets
 
 
 
 
 
 
Property, plant and equipment
11
 
5
 
8
 
Investments
13
 
27,371
 
27,441
 
Total Non Current Assets
 
 
27,376
 
27,449
 
 
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
Trade and other receivables
15
 
51
 
52
 
Cash and cash equivalents
 
 
 546
 
 1,207
 
Total Current Assets
 
 
 597
 
 1,259
 
 
 
 
 
 
 
 
Total Assets
 
 
27,973
 
28,708
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
Current Liabilities
 
 
 
 
 
 
Trade and other payables
16
 
18,124
 
18,401
 
Tax payable
16
 
-
 
-
 
Interest-bearing loans and borrowings
16
 
         -
 
         -
 
 
 
 
18,124
 
18,401
 
Liabilities
 
 
 
 
 
 
Non Current Liabilities
 
 
        -
 
         -
 
 
 
 
 
 
 
 
Total Liabilities
 
 
18,124
 
18,401
 
 
 
 
 
 
 
 
Total Net Assets
 
 
  9,849
 
10,307
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
Share capital – issued and fully paid
20
 
7,997
 
7,997
 
Share premium
21
 
1,970
 
1,970
 
Retained earnings
21
 
 (118)
 
     340
 
 
 
 
 
 
 
 
Total Equity
 
 
 9,849
 
10,307
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






GROUP STATEMENT OF RECOGNISED INCOME AND EXPENSE


 
Year ended 31 December 2007
Year ended 31 December 2006
 
£000
£000
 
 
 
(Loss) / profit for the year
(951)
2,205
Dividends
-
-
Reduction in investment in own shares
       -
   678
Total recognised income and expense for the year
(951)
2,883
 
 
 




GROUP STATEMENT OF SHAREHOLDERS' FUNDS AND STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY


 
 
 
Share capital
Share premium
Other reserves
Retained earnings
Total
 
£000
£000
£000
£000
£000
1 January 2006
7,997
1,970
1,969
(3,786)
8,150
Profit for the year
-
-
-
2,205
2,205
Disposal of own shares
-
-
678
-
678
Dividends
       -
       -
       -
         -
          -
31 December 2006
7,997
1,970
2,647
(1,581)
11,033
 
 
 
 
 
 


 
£000
£000
£000
£000
£000
1 January 2007
7,997
1,970
2,647
(1,581)
11,033
Loss for the year
-
-
-
(951)
(951)
Dividends
       -
       -
       -
         -
          -
31 December 2007
7,997
1,970
2,647
(2,532)
10,082
 
 
 
 
 
 






GROUP CASH FLOW STATEMENT


FOR THE YEAR ENDED 31 DECEMBER 2007

 

 
 
Year ended
31 December 2007
Year ended
31 December 2006
 
 
£000
£000
£000
£000
 
 
 
 
 
 
Cash flows from operating activities
 
 
 
 
 
(Loss) / income before taxation from continuing operations
 
 
(633)
 
 
 
3,964
 
 
Adjustments for:-
 
 
 
 
 
Depreciation of property, plant and equipment
 
 
      5
 
 
 
       5
 
 
Operating cash (used) / generated before working capital changes
 
 
(628)
 
 
3,969
(Increase) / decrease in inventories
 
 
(1,880)
 
4,002
Decrease in trade and other receivables
 
 
108
 
355
(Decrease) in trade and other payables
 
 
    (99)
 
 (752)
Cash (used) / generated from operations
 
 
(2,499)
 
7,574
Interest paid
 
 
(521)
 
(816)
Taxes paid
 
 
   (220)
 
        -
Net cash (used) / generated from operating activities
 
 
 
(3,240)
 
 
6,758
 
 
 
 
 
 
Cash flows from investing activities
 
 
 
 
 
Interest received
 
50
 
94
 
Proceeds from sale of investment properties
 
14
 
2
 
Proceeds from sale of investments
 
205
 
258
 
Purchase of plant and equipment
 
 ( - )
 
 (16)
 
 
 
 
 
 
 
Net cash generated in investing activities
 
269
 
338
 
 
 
 
 
 
Cash flows from financing activities
 
 
 
 
Minority dividends paid
 
(7)
 
(94)
 
Proceeds from borrowings
 
2,386
 
-
 
Repayment of borrowings
 
   ( - )
 
(6,078)
 
Net cash generated / (used) in financing activities
 
 
2,379
 
(6,172)
 
 
 
 
 
Net (decrease) / increase in cash and cash equivalents
 
 
 
(592)
 
 
924
 
 
 
 
 
Cash and cash equivalents at beginning of year
 
 
 
1,518
 
 
 594
 
 
 
 
 
Cash and cash equivalents at end of year
 
 
926
 
 
1,518
 
 
 
 
 
 

 

 

   






NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2007


1. SEGMENTAL ANALYSIS


The Group's turnover and results for the year arise principally from property development activities and from activities carried out in the UK.


2. PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

 

 
 
Profit on ordinary activities before taxation is stated after charging:
Year ended
31 December 2007
Year ended
31 December
2006
 
£000
£000
 
 
 
 
Depreciation of property, plant and equipment
 
5
 
5
Auditors remuneration:
 
 
- audit services
95
80
- other services
25
35
 
 
 
And after crediting:
 
 
 
£000
£000
- Revenue: rent and similar income receivable from investment properties
27
15
- Other operating income: rent receivable from development properties
-
59




3. FINANCE INCOME



Year ended 31 December 2007

Year ended 31 December 2006


£000

£000




Interest on cash and cash equivalents

 50

  94


50

  94





4. FINANCE COSTS

 

 
Year ended 31 December 2007
Year ended 31 December 2007
 
£000
£000
 
 
 
Interest on interest-bearing loans and borrowings
521
816
 
 
 
 
 
 
 
521
816



5. DIRECTORS EMOLUMENTS AND INTERESTS


 
Year ended 31 December 2007
Year ended 31 December 2006
 
£000
£000
 
 
 
Total emoluments of all directors:
 
 
Fees and salaries
225
142
 
 
 
Emoluments of the highest paid director
75
49

No pension contributions are paid in respect of any director.




6. EMPLOYEES 


The average number of employees, including the executive directors, employed by the Group during the year was 9 (2006 - 8). Salaries and social security costs amounted to £358,583 (2006 - £228,174) and £25,465 (2006 - £18,165) respectively.



7. TAXATION


(a) UK Corporation tax on the results for the year
Year ended 31 December 2007
Year ended 31 December 2006
 
£000
£000
Current tax – UK corporation tax at 30% (2006 – 30%)
 
 
Group
-
220
Group – (over)/under provided in previous years
    -
   -
 
___-
   220
 
 
 
Deferred tax
 
 
Group
(104)
315
 
(104)
 315
(Credit)/charge for the year
(104)
 535
 
 
 



(b) Factors affecting the tax charge for the year


The corporation tax credit (2006 - charge) for the year is lower (2006 - lower) than the tax credit or charge, which would be assessed, based on the UK standard rate of corporation tax at 30%. The differences are explained as follows:


 
Year ended 31 December 2007
Year ended 31 December 2006
 
£000
£000
(Loss) / profit on ordinary activities before tax
(1,048)
2,821
 
 
 
(Loss) / profit on ordinary activities multiplied by the standard rate of corporation tax 30% (2006 – 30%)
 
(314)
 
846
 
 
 
Effects of:
 
 
Expenses not deductible for tax purposes
-
127
Capital allowances in excess of depreciation
-
(4)
Income not taxable
26
-
Tax losses utilised in the year
-
(966)
Unrelieved tax losses carried forward
(340)
148
Other adjustments
      -
 69
Current tax charge for the year
      -
220
 
 
 


8. DIVIDENDS


 
Year ended 31 December 2007
Year ended 31 December 2006
 
£000
£000
 
 
 
Equity dividends:
 
 
Final dividend Nil p (2006 – Nil p) per share
       -
       -
 
 
 


9. EARNINGS PER SHARE


The calculation of loss per share is based on a loss of £951,000 on continuing operations (2006 -profit of £2,205,000) and on 79,971,393 (2006 - 79,971,393) ordinary shares, being the weighted average number of ordinary shares in issue during the year. There is no difference between earnings and fully diluted earnings per share.


10. GOODWILL


Group
 
Total
 
 
£000
 
 
 
1 January 2007 and 31 December 2007
 
154
 
 
 
 
 
 
Net book value at 31 December 2007 and 31 December 2006
 
 
154


Goodwill arises on the consolidation of Pathfinder Recovery Ventures Limited, Pathfinder (River Quay) Limited, Fletcher Gate Limited and Newark Property Development Limited.



11. PROPERTY, PLANT AND EQUIPMENT

 

Group
Equipment, fixtures and fittings
Investment
properties
Total
 
£000
£000
£000
Cost
 
 
 
1 January 2007
24
4
28
Additions
-
-
-
Disposals
       -
-
-
31 December 2007
 24
     4
 28
 
 
 
 
Depreciation
 
 
 
1 January 2007
8
-
8
Charge for year
5
-
5
Disposals
         -
 -
     -
 31 December 2007
13
-
13
 
 
 
 
Net book value at 31 December 2007
11
 4
15
Net book value at 31 December 2006
16
4
20
 
 
 
 
Company
 
Equipment, fixtures and fittings
Total
 
 
£000
£000
Cost
 
 
 
1 January 2007
 
12
12
Additions
 
-
-
Disposals
 
__-
__-
31 December 2007
 
 12
 12
 
 
 
 
Depreciation
 
4
4
1 January 2007
 
3
3
Charge for the year
 
__-
__-
Disposals
 
   7
7
31 December 2007
 
 
 
 
 
 
 
Net book value at 31 December 2007
 
 5
 5
Net book value at 31 December 2006
 8
 8
 
 
 
 



All properties are freehold. Based on open market value at 31 December 2007, it is the opinion of the directors that there are no significant changes in the value of these investment properties during the year.






12. JOINT VENTURES


 
Participating interest
Loans to undertakings in which the company has a participating interest
Share of profits and losses
Total
 
£000
£000
£000
£000
1 January 2007
1
72
-
73
Repaid
 -
(72)
 -
(72)
31 December 2007
 1
­­__-
 -
__1

 


The investment in joint ventures comprises the following companies and their subsidiaries


 
Proportion of voting rights and shares held
Nature of business
Excelmode Limited
50%
Property development
Viewland Limited
50%
Property investment
PFP Management Limited
 59%*
Provision of management services


*As a result of voting restrictions on the shareholding in the company, it is treated as a joint venture rather than a subsidiary.


A summary of the Group's share of profits of joint ventures for the year ended 31 December 2007 is as follows:


 
Year ended 31 December 2007
Year ended 31 December 2006
 
£000
£000
Turnover
 5
    -
Operating profit
3
-
Dividends
(3)
__-
Profit retained
__-
__-
 
 
 
A summary of the Group’ share of assets and liabilities of joint ventures as at 31 December 2007 is as follows:
 
 
 
 
 
Fixed assets
23
211
Current assets
(22)
(138)
Liabilities due within one year
__1
    73
 
 
 
 
 
 
 
 
 

 




During the year the Group entered into loan transactions, in the ordinary course of business, with joint ventures, which are related parties of the Group. The outstanding balances at the year-end were as follows:




PFP

Management

Excelmode 

Limited





31 December 2007




Loans to joint ventures


  38

  -





1 January 2007




Loans to joint ventures


  56

  3






Loans to joint ventures are interest free.  



13. INVESTMENTS





Unlisted investments

Total


Group




£000

£000

1 January 2007 

Disposals

31 December 2007




152

(152)

___-

152

(152)

___-









Shares in subsidiary undertakings

Loans to subsidiary undertakings

Participating interest 

Loans to undertakings in which the company has a participating interest

Total

Company

£000

£000

£000

£000

£000

Cost






1 January 2007

7,458

20,009

1

3

27,471

Additions

-

1,554

-

-

1,554

Disposal

  -

(1,624)

  -

  -

(1,624)



31 December 2007



7,458



19,939



  1



  3



27,401







Amounts provided






1 January 2007

-

30

-

-

30

Transfers

-

-

-

-

-

Arising in the year

  -

___-

  -

  -

-


31 December 2007


  -


  30


  -


  -


  30







Net book value






31 December 2007

7,458

19,909

  1

  3

27,371







31 December 2006

7,458

19,979

  1

  3

27,441








The cost of shares in subsidiary undertakings includes the associated costs of acquisition.







Details of the Group's and the Company's investments are as follows:



Proportion of shares held



Group

Company

Nature of business

Subsidiary undertakings:




Crannon Limited

60%

-

Property development

Drayhawk Limited

100%

-

Property development

Forgeglade Limited

60%

-

Property development

Pathfinder Recovery 1 Limited

96%

96%

Property investment and development

Pathfinder Recovery Ventures Limited 

96%

-

Property investment and development

Pathfinder Repossessions Limited

100%

-

Property investment 

Pathfinder Repossessions II Limited

100%

-

Property investment

Pathfinder Residential Investments Limited

96%

-

Property investment

Pathfinder (Clyde Street) Limited

96%

-

Property development

Pathfinder (Glasgow) Limited

96%

-

Property development

Pathfinder (Loch Lomond) Limited +

98%

50%

Property development

Newark Property Development Limited

100%

-

Property development

Fletcher Gate Limited

100%

-

Property development

Newark Property LCS Limited

100%

-

Dormant

Newark Property Pocklington Limited

100%

-

Dormant

Pathfinder (River Quay) Limited

98%

-

Property development

Pathfinder (Scotland) Limited 

79%

-

Property development

Merchant City Limited

100%

100%

Property investment

Merchant Village Limited

100%

-

Property investment

Pathfinder Construction Services Limited

100%

-

Dormant

Property Action Limited

96%

-

Dormant

Plainrise Limited

100%

100%

Property development

Joint ventures:




Excelmode Limited

50%

-

Property development

PFP Management Limited *

59%

-

Provision of management services

Viewland Limited

50%

-

Property investment


* As a result of voting restrictions on the shareholding in the company, it is treated as a joint venture rather than a subsidiary.


+ Pathfinder (Loch Lomond) Limited is in administration and moved to dissolution on 25th September 2007.  


Pathfinder (Scotland) Limited, was dissolved during the year after distribution of all it's reserves.


All investments held are in ordinary shares.





14. INVENTORIES




Group


Company



31 December 2007

 31 December 2006

31 December 2007

 31 December 2006


£000

£000

£000

£000






Land and buildings held for development and property in the course of construction


14,135


12,255


  -


  -







15. TRADE AND OTHER RECEIVABLES



Group


Company



31 December 2007

31 December 2006

31 December 2007

31 December 2006


£000

£000

£000

£000

Due within one year:





Trade receivables

-

-

-

-

Amounts owed by Group undertakings 

-

-

37

35

Other receivables

896

994

6

1

Prepayments and accrued income

  76

  18

 8

  16


972

1,012

51

52

Due after one year:





Deferred tax (note 18)

  333

  229

  -

  -  


1,305

1,241

 51

52







16. CURRENT LIABILITIES: AMOUNTS FALLING DUE WITHIN ONE YEAR



Group


Company



31 December 2007

31 December 2006

31 December 2007

31 December 2006


£000

£000

£000

£000






Interest-bearing loans and borrowings 

(see note 19)


3,529


3,284


-


-

Trade payables

18

2

-

1

Amount owed to Group undertakings

-

-

17,772

17,961

Amounts owed to undertakings in which the Group has a participating interest


38


35


9


9

Corporation tax

-

220

-

-

Other payables

87

50

97

44

Accruals and deferred income

  291

  446

  246

  386


3,963

4,037

18,124

18,401











The loans are stated net of unamortised issue costs of £nil (2006 - £nil). Issue costs of £nil (2006 - £nil) and interest of £nil (2006 - £Nil) were capitalised during the year. £nil (2006 - £Nil) of issue costs were amortised during the year.




17. NON CURRENT LIABILITIES: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR



Group


Company



31 December 2007

31 December 2006

31 December 2007

31 December 2006


£000

£000

£000

£000






Interest-bearing loans and borrowings

2,141

 -

  -

  -







18. PROVISIONS FOR LIABILITIES AND CHARGES


The deferred tax asset (included in trade and other receivables, note 15) is made up as follows:-



Group 

Company


£000

£000

Balance at 1 January 2007

229

-

Profit & loss account

104

  -

Balance at 31 December 2007

333

__-








Group

Company


31 December 2007

£000

31 December 2006

£000

31 December 2007

£000

31 December 2006

£000

Tax losses available

333

229

  -

  -







19. BORROWINGS AND OTHER FINANCIAL INSTRUMENTS


Details of the Group's policies for the use of financial instruments in managing risk are included in the Operating and Financial Review. The group's financial instruments comprise bank loans, cash and various items such as trade receivables and trade payables that are directly from its operations. Cash and bank loans are used to raise finance for the group's operations.



(a) Borrowings

Group


Company



31 December 2007

31 December 2006

31 December 2007

31 December 2006


£000

£000

£000

£000






Interest-bearing loans and borrowings





- Repayable within one year

3,529

3,284

-

-

- Repayable after one year

2,141

  -

  -

  -


5,670

3,284

-

-






Other loans and borrowings





- Repayable within one year

  (-)

  (-)

  -

  -

Total loans and borrowings 

 5,670

 3,284

  -

  -






Interest-bearing loans and borrowings are secured against inventories in specific subsidiary undertakings. The loans are at variable interest rates determined by reference to LIBOR or bank base rate.



19. BORROWINGS AND OTHER FINANCIAL INSTRUMENTS (continued)


(b) Financial assets

The Group's financial assets comprise cash and cash equivalents on deposit amounting to £926,000 (2006 - £1,518,000), which bears interest based on bank base rates. The main risk from financial instruments are interest rate risk as the borrowings are at floating rates of interest and liquidity risk. The average interest rate was 7.15% (2006 - 6.75%)


(c) Other financial instruments

Other than the above the Group has no financial instruments.


(d) Fair value

There is no material difference between the fair value of borrowings, cash and other financial instruments and their book value at the balance sheet date.



(e) Maturity

Group


Company



31 December 2007

31 December 2006

31 December 2007

31 December 2006


£000

£000

£000

£000






Repayable within one year

3,529

3,284

-

-

Repayable on financing or sale of relevant developments


-


-


-


-

Repayable in two to five years

2,141

  -

  -

  -

Total borrowings

5,670

  3,284

  -

 -






  • Undrawn borrowing facilities

At 31 December 2007 and 2006, the Group had no un-drawn borrowing facilities.  


(g) Currency exposure

All assets and liabilities are held in Sterling and as such are not liable to any form of currency exposure.



20. SHARE CAPITAL



31 December 2007

31 December 2006


£000

£000

Authorised:



250,000,000 (2006: 250,000,000) ordinary shares of 10p each


25,000


25,000




Allotted, issued and fully paid:



79,971,393 (2006: 79,971,393) ordinary shares of 10p each

7,997

7,997









21. RESERVES



Group

Share premium account

Merger reserve

Capital reserve

Own share capital reacquired

Profit and loss account


£000

£000

£000

£000

£000

1 January 2007

1,970

2,494

153

-

(1,581)

Loss for the year

-

-

-

-

(951)

Dividends

  -

  -

  -

  -

  -

31 December 2007

1,970

2,494

153

  -

(2,532)















Company

Share premium account




Profit and loss account


£000




£000

1 January 2007

1,970




340

Loss for the year

-




(458)

Dividends

  -




  -

31 December 2006

1,970




  (118)









22. RELATED PARTY TRANSACTIONS 


The following charges have been incurred by the Group in connection with services provided by related parties during the year:



Group

Year ended 31 December 2007

Year ended 31 December 2006

As at 31 December 2007

As at 31 December 2006


£000

£000

£000

£000


Transactions for the year

Year end balance due to/(from) the Group

Kerrington Developments Limited

Property development costs



1,490



1,350



-



-

Kerrington Property Services Limited,

Office costs



13



10



-



-

Management Fees

20

20

-

-

Elesys Limited,

Office costs

Directors fees


3

25


8

2


-

-


-

(2)

Hazelgrove Estates Limited, Administrative expenses


-


5


-


-

Kerrington Limited, Rent

8

8

-

-

PFP Management Limited, Group Services


2


-


(38)


(56)

Lion House Limited

Property development costs


-


96


-


-

Aborted property development fee


-


150


-


-

Sentinal Properties Limited, Directors fees


75


49


-


(29)





During 2007, the Group received loans of £250,000 (2006 - £440,625) from Kerrington Limited. Interest of 8 % was charged on the loans. The loan was repaid during the year, and interest of £219 (2006 - £29,125) from the company was charged to the group in respect of the loan. The balance outstanding at the year end was £nil (2006 - £nil).


During 2007, the Group received loans of £250,000 (2006 - £nil) from Vista Property Holdings Limited. Interest of 8 % was charged on the loans. The loan was repaid during the year, and interest of £2,081 (2006 - £nil) from the company was charged to the group in respect of the loan. The balance outstanding at the year end was £nil (2006 - £nil). Gerard Lee is a director of the company.


During the year, Pathfinder Recovery 1 Limited sold 132,500 ordinary shares in Amicrest Holdings PLC back to the company under a buy back resolution at market value. Gerard Lee and Victor Lipien are directors of Amicrest Holdings PLC The transaction was conducted on an arms length basis.


PFP Management Limited is a non-profit service charge company set up by, and wholly owned by a number of Pathfinder companies in order to administer common expenses.  


Gerard Lee is a director and shareholder of Kerrington Developments Limited, Kerrington Property Services Limited, Hazelgrove Estates Limited, Kerrington Limited and Sentinal Properties Limited. Kerrington Developments Limited is a property development company which was engaged during the year to develop the site at NewarkNottingham. The transaction was conducted on an arms length basis.


Edward and Jeffrey Azouz are directors and shareholders of AR &V Investments Limited.


In respect of the transactions set out during the year, the independent director, being Dr John Davies, having consulted with the nominated adviser, considers that the terms of the transactions are fair and reasonable insofar as its shareholders are concerned.


23. CAPITAL COMMITMENTS


There are no capital commitments entered into by the Group or the Company.



24. CONTINGENT LIABILITY


The company has issued guarantees in respect of:

  • Interest-bearing loans and borrowings of subsidiary undertakings to the extent of £5,670,000 (2006 - £3,284,000) of which £5,670,000 (2006 - £3,284,000) was utilised at 31 December 2007.


  • The Group provided cross - guarantees in respect of the interest due on interest-bearing loans and borrowings made to Pathfinder (Loch Lomond) Limited. Since Pathfinder (Loch Lomond) Limited is in liquidation the Group has made payments under this cross-guarantee and has made provision of £165,000 in respect of future interest payments.



25. COMPANY PROFIT AND LOSS ACCOUNT


As permitted by s230 Companies Act 1985, the company has not presented its own income statement.


The (loss) / profit attributable to members of the parent company was dealt with as follows:



Year ended 31 December 2007

Year ended 31 December 2006


£000

£000




In the financial statements of the parent company

(458)

(416)

Retained in subsidiary undertakings

  -

 2,621


(458)

 2,205




26. RECONCILIATION OF EQUITY


These are the group's first consolidated financial statements prepared in accordance with IFRS.


The accounting policies have been applied in preparing the consolidated financial statements including comparative information for the year ended 31st December 2006 and in preparing the opening IFRS balance sheet at 1st January 2006 (the group's date of transition to IFRS).


In preparing its opening IFRS balance sheet and comparative information for the year ended 31st December 2006, the group has adjusted amounts previously reported in financial statements prepared in accordance with UK GAAP.

    


As at 31 December 2006 and 1 January 2007

(date of transition to IFRS)




UK

GAAP

Effect of transition to IFRSs



IFRSs



£ '000

£ '000

£ '000






Goodwill


154

-

154

Property, plant and equipment


20

-

20

Investment in joint ventures


73

-

73

Investments


152

-

152

Total non-current assets


399

-

399






Inventories


12,255

-

12,255

Trade and other receivables


1,012

-

1,012

Cash and cash equivalents


1,518

-

1,518

Deferred tax asset


229

-

229

Total current assets


15,014

-

15,014











Total assets


15,413

-

15,413






Trade and other payables


533

-

533

Interest-bearing loans and borrowings


3,284

-

3,284

Tax payable


220

-

220






Total liabilities


4,037

-

4,037






Minority interests


343

-

343

Total assets less total Liabilities


11,033

-

11,033






Issued capital


7,997

-

7,997

Share premium


2,647

-

2,647

Other reserves


1,970

-

1,970

Retained earnings


(1,581)

-

(1,581)






Total equity


11,033

-

11,033





27. RECONCILIATION OF PROFIT OR LOSS FOR YEAR ENDED 31 DECEMBER 2006










UK

GAAP


Effect of

Transition

to IFRSs




IFRSs



£ '000


£ '000


£ '000








Revenue


17,000


-


17,000

Cost of sales


(12,550)


-


(12,550)

Gross profit


4,450


-


4,450








Administrative expenses


(560)


-


(560)

Other net operating losses


(347)


-


(347)

Finance income


94


-


94

Finance costs


(816)


-


(816)

Profit before tax


2,821


-


2,821








Tax expense


(535)


-


(535)

Minority interest


(81)


-


(81)

Net profit / (loss)


2,205


-


2,205










Note to the announcement:


The financial information set out above does not constitute the Group's statutory accounts for the years ended 31 December 2006 and 31 December 2007, but is derived from those accounts. Statutory accounts for 2006 have been delivered to the Registrar of Companies in England and Wales, and those for 2007 will be delivered shortly. The auditors have reported on the 2006 and 2007 accounts: their report was unqualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985.

ANNUAL GENERAL MEETING


Notice is given that the Annual General Meeting of the Company will be held at Avenue House, East End Road, Finchley, London N3 3QE on 15th September 2008 at 10am.



This information is provided by RNS
The company news service from the London Stock Exchange
 
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