Final Results

Northacre PLC 26 August 2003 NORTHACRE PLC ('Northacre' or 'the Group') Preliminary Results for the year ended 28 February 2003 Northacre PLC, the premier developer of landmark residential property schemes in Central London, today announces preliminary results for the year to 28 February 2003. • KINGS Chelsea development sales continue with delayed construction completion now imminent. • The Phillimores development (Queen Elizabeth College) remains on programme with further sales in progress. • Our new joint venture with First Islamic Investment Bank ('FIIB') provides us with strong financial support for a rolling plan of new developments, with the first acquisition (Vicarage Gate House) now complete. • Disposal of Northacre's equity interest in The Phillimores has strengthened the balance sheet, increased working capital and provided funds for further commitment to our new developments with FIIB. • Following a slowdown in market activity there are positive signs of an improvement feeding through to further sales. John Hunter, Chief Executive, commented: 'Our joint venture with FIIB provides us with the resources to fund new opportunities in the prime residential sector. Whilst the residential property market in Central London has experienced some slowing down in activity our unrivalled brand, quality of product combined with our skills and experience gives us a clear advantage in the pursuit of potential development sites.' 26 August 2003 Enquiries: Northacre PLC Tel: 020 7349 8000 John Hunter, Chief Executive Simon Elgar, Finance Director College Hill Associates Tel: 020 7457 2020 Kate Pope NORTHACRE PLC ('Northacre' or ' the Group') Preliminary Results Announcement Overview Northacre's core focus is in the business of adding value through the development of prime residential opportunities. The Northacre brand continues to be synonymous with top grade quality schemes in well established landmark locations. Financial Results Turnover, including share of associates, for the period was £3,845,825 (2002: £6,644,610 as restated) with gross profit of £3,418,809 (2002: £4,048,396 as restated). Pre-tax loss was £2,412,656 (2002: £1,776,256 as restated) before amortisation of goodwill with a basic loss per share of 14.26 pence (2002: 10.73 pence as restated). The Board is not declaring an interim dividend payment. These results have been adversely impacted by further delays at the KINGS Chelsea development, a change in accounting policy, provision taken against the South Audley Street investment and reduced income from Lifestyles (Interiors). On 16 May 2003 Northacre announced the disposal of its interest in The Phillimores development to its joint venture partner, Westcity (QEC) Limited, for the book value of £5.4 million, less interest of £382,000. The proceeds from the sale have been used to strengthen our balance sheet, increase working capital and to fund our commitment to Vicarage Gate House. Accounting Policy The Board has carefully re-examined the Group's revenue recognition accounting policy to assess its continuing suitability given the nature of the Group's business. Revenue represents amounts invoiced by the Group in respect of services rendered during the period net of value added tax. Our participation in development profits and bonus fees are now recognised when the amounts have been finally determined. This represents a change in accounting policy. Previously such profit shares and fees were recognised in some cases over the life of the developments. The Board believes this new policy is more prudent and reflects the nature of our business. Consequently the financial statements for the year to 28 February 2002 have been restated. This change in accounting policy has no impact on underlying cash flows and is simply one of timing. The effect of the change has resulted in an increased loss for the period under review. Operating Subsidiaries Against challenging market conditions, our operating subsidiaries have all seen reduced income in the period. Lifestyles (Interiors) has been through a difficult period of low activity as well as some management restructuring. However, the pipeline of new business has been strong since the year-end, with a healthy increase in the private client base - we are now more confident of a significant improvement in turnover for 2004. Operational Review Vicarage Gate House On 16 May 2003 we announced the acquisition of Vicarage Gate House in a joint venture with First Islamic Investment Bank (FIIB). A planning application has been submitted to demolish the existing building in order to enable the construction of a prime residential scheme. We anticipate planning will be achieved in 2004. Northacre has a 10% equity interest in the development together with a substantial profit share scheme on the successful completion of the project. All three of the Group's divisions are involved in this project. The Phillimores (Sir John Atkins / Queen Elizabeth College) The Queen Elizabeth College scheme is on programme and practical completion anticipated by the end of 2004. Following the recovery of our equity in the scheme Northacre has secured a carried interest in the form of a deferred consideration amounting to a maximum of £2.75 million dependent on the sales revenues generated from the completed project. Northacre remains responsible for delivering the completed scheme as Development Managers as well as Architects through Nilsson Design Limited. During the period, Northacre received development and design fees in relation to The Sir John Atkins scheme for which it recently secured a planning consent. The company is no longer involved in this second Phillimores project. KINGS Chelsea As previously announced, the KINGS Chelsea development has been subject to construction delays. We now anticipate practical completion of the scheme in September 2003. Under the new accounting policy, no profit has been recognised for this scheme in the period under review. South Audley Street Negotiations with our joint venture partner have continued. However, given the absence of tangible progress, the Board has taken the prudent decision of providing in full against the value of our equity stake of £1.25 million. Earls Terrace Post our February year-end, we have reached a settlement of outstanding profits due to the company relating to this scheme for the sum of £350,000, albeit this figure is well below our expectations it was felt that commercially it would be more prudent to settle the matter. This amount will be included in our next financial year. Outlook There is no doubt that our new venture in conjunction with FIIB provides us with the financial muscle necessary to secure some exciting new opportunities in this niche sector of the London market where our brand is well established. In addition we are now more able to charge market level fees for our operating companies. Whilst during this financial year, the London market has suffered from some uncertainties, the general view remains that, while London continues to perform as a global financial centre, a healthy demand for The Northacre style of development will be maintained. On 15 August 2003 the company made the following announcement on the Stock Exchange: 'Northacre PLC ('Northacre' or 'the Group') notes the recent movement in its share price and confirms it has received a preliminary approach from Messrs Nilsson and Hunter, Chairman and Chief Executive respectively, that may or may not lead to an offer for Northacre. An independent committee of the Board has been formed to consider any resultant proposal. This approach is at an early stage and a further announcement will be made in due course.' Consolidated Profit and Loss For the year ended 28 February 2003 Note 2003 2002 £ £ (as restated) Turnover including share of associates 3,845,825 6,644,610 Share of turnover of associates (251,207) (246,887) Group Turnover - Continuing Activities 2 3,594,618 6,397,723 Cost of sales 1,001,939 (2,349,327) Less: Exceptional item 3 (826,130) - (175,809) (2,349,327) Gross Profit 3,418,809 4,048,396 Administrative expenses (4,686,559) (6,236,658) Other operating income 19,904 196,800 Group Operating Loss (1,247,846) (1,991,462) Share of operating profit/(loss) of: Associates 111,964 20,044 Joint ventures - (65,662) Operating Loss including share of associates and joint ventures (1,135,882) (2,037,080) Provisions against investments 4 (1,566,077) - Loss on Ordinary Activities before Interest and Investment Income (2,701,959) (2,037,080) Income from investments 81,000 - Interest receivable - 2,648 Interest payable and similar charges (567,827) (517,954) Loss on Ordinary Activities before Taxation (3,188,786) (2,552,386) Taxation (50,972) 130,039 Retained Loss for the Year withdrawn from Reserves (3,239,758) (2,422,347) Basic loss per ordinary share (14.26)p (10.73)p Fully diluted loss per ordinary share (11.60)p (10.05)p Consolidated Balance Sheet at 28 February 2003 Note 2003 2003 2002 2002 £ £ £ £ as restated Fixed Assets Intangible fixed assets 12,612,084 13,388,214 Tangible fixed assets 3,404,791 4,087,156 Investments - 1,250,000 Investments in joint venture 5,401,000 5,709,610 Investment in associates 132,636 54,262 21,550,511 24,489,242 Current Assets Work in progress 15,866 45,286 Debtors due within one year 635,808 1,457,409 Cash at bank and in hand 199,358 8,059 851,032 1,510,754 Creditors: Amounts falling due within one year (9,454,967) (8,674,497) Net Current Liabilities (8,603,935) (7,163,743) Total Assets less Current Liabilities 12,946,576 17,325,499 Creditors: Amounts falling due after more than one year - (644,331) Net Assets 12,946,576 16,681,168 Capital and Reserves Called up share capital - equity interests 567,841 567,841 Share premium account 17,449,610 17,449,610 Revaluation reserve - 494,834 Profit and loss account (5,070,875) (1,831,117) Shareholders' Funds 12,946,576 16,681,168 Consolidated Cash Flow Statement For the year ended 28 February 2003 Note 2003 2003 2002 2002 £ £ £ £ Net Cash (Outflow)/Inflow from Operating Activities (27,681) 443,359 Returns on Investments and Servicing of Finance Interest received - 2,648 Interest paid (558,507) (496,822) Interest element of finance lease rental payments (9,320) (21,132) Dividend received 81,000 - (486,827) (515,306) Taxation Corporation tax 18,123 (497,224) Capital Expenditure and Financial Investment Purchase of properties - (25,116) Purchase of other tangible assets (18,110) (24,342) Sale of other tangible assets 85,190 19,327 Net cash inflow/(outflow) for capital expenditure and financial investment 67,080 (30,131) Acquisitions Investment in joint venture (7,467) (295,149) Net cash outflow for acquisitions (7,467) (295,149) Financing Issues of ordinary share capital (net of expenses) - 650,000 Capital element of finance lease rental payments (106,919) (65,751) Increase/(Decrease) in debt due within one year 350,633 (533,198) Net cash inflow from financing 243,714 51,051 Decrease in Cash in the Year (193,058) (843,400) Notes to the Preliminary Results For the year ended 28 February 2003 1. Principal Accounting Policies The principal accounting policies, which are unchanged from last year with the exception of turnover as detailed below, are as follows: Accounting basis and standards The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold property, and in accordance with applicable accounting standards. Basis of Consolidation The group accounts include the accounts of the company and its subsidiary undertakings, together with the group's share of the results of joint ventures and associates. Depreciation Depreciation on fixed assets is provided at rates estimated to write off the cost or revalued amounts, less estimated residual value, of each asset over the expected useful life as follows: Freehold buildings nil Fixtures, fittings and office equipment 25% straight line Computer equipment 33% straight line Motor vehicles 25% straight line It is the group's practice to maintain its freehold buildings in a continual state of sound repair and to make improvements thereto from time to time. The directors review the valuation of the buildings annually for impairment in its value and as they consider that the residual value at the end of the useful economic life will not be less than its present carrying value, no depreciation is chargeable. Work in Progress Work in progress is valued at the lower of cost and net realisable value. Cost of work in progress includes overheads appropriate to the stage of development. Net realisable value is based upon estimated selling price less further costs expected to be incurred to completion and disposal. Turnover Turnover represents amounts invoiced by the group in respect of services rendered during the period net of value added tax. Shares in development profits and bonus fees are recognised when the amounts involved have been finally determined. This represents a change in accounting policy. Previously such profit shares and fees were recognised in some cases over the life of the developments in question. The directors believe that the new policy more fairly reflects the nature of these transactions. Deferred Taxation Deferred tax is recognised as a liability or asset if the transactions or events that give the group an obligation to pay more tax in future or a right to pay less tax in future have occurred by the balance sheet date. Leased Assets Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and depreciated over their expected useful lives. The interest element of the rental obligations is charged to profit and loss account over the period of the lease on a straight-line basis. Rentals under operating leases are charged to income on a straight-line basis over the lease term. Investments Fixed asset investments are stated at cost less amounts written off. Goodwill Goodwill is determined by comparing the amount paid on the acquisition of a business and the aggregate fair value of its separable net assets and is written off over its estimated minimum economic life of 20 years. Pension Scheme Arrangements The group operates a money purchase scheme on behalf of two of its directors. It also contributes to certain directors' and employees' personal pension schemes. Pension costs charged represent the amounts payable to the schemes in respect of the period. 2. Turnover The group's turnover was derived from its principal activities. 2003 2002 £ £ Principal activities: Introduction fees - 70,000 Development management 865,060 1,245,941 Interior design 1,145,797 3,037,786 Architect design 1,583,761 2,043,996 3,594,618 6,397,723 3. Exceptional Item The credit represents the release of a provision no longer required in respect of a third party's entitlement to a profit share on a completed development. 4. Provisions Against Investments 2003 2002 £ £ Diminution in value of joint ventures 316,077 - Diminution in value of other investments 1,250,000 - 1,566,077 - 5. Prior Year Adjustment The prior year adjustment relates to the change in accounting policy for turnover as described in note 1. This gives rise to a cumulative charge of £2,080,000 to the reserves of the group as at 28th February 2003 of which £1,135,000 relates to the 2002 accounts and £945,000 to 2001. The comparative figures for 2002 have been restated in these accounts in accordance with the new accounting policy, resulting in an increase in the group's loss for that year of £1,135,000. Had the new accounting policy not been adopted in the current year, the group's retained loss for the year would have been £2,819,758 instead of £3,239,758. This information is provided by RNS The company news service from the London Stock Exchange
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