Interim Results - 6 Months to 31 August 1999

Northacre PLC 21 December 1999 NORTHACRE PLC Northacre plc ('Northacre'), the premier developer of landmark residential property schemes in Central London, today announces interim results for the six months to 31 August 1999. * Northacre's strategy is to acquire equity interests in prime residential opportunities for development and investment where value can be significantly enhanced through Northacre's skills * First results announced since Northacre listed on AIM in May 1999:turnover of £1,055,482 with pre-tax loss of £769,316 * Northacre's brand and three core business areas - prime residential development, architectural design and interior design - are key to its growth strategy * Development Management Agreement with European Land for 552 King's Road, the largest development in Kensington & Chelsea Borough since the Chelsea Harbour development ten years ago, effectively demonstrates strategy for growth * Successful completion of The Bromptons, London SW3: all 73 apartments sold profit share income from The Bromptons development not included in these results * First phase of Earls Terrace completed; development completion due Spring 2000 with profit share income due in 2000 * Further residential development opportunities under negotiation John Hunter, Chief Executive of Northacre, commented: 'Northacre has been and will continue to be exposed to some of the most complex, but at the same time rewarding property schemes in Central London. Financially the 2nd half of our year will include income from the Bromptons, Earls Terrace and 552 Kings Road. There are many opportunities currently in the market. However, going forward, Northacre will only involve itself in landmark projects where there is equity leverage to create shareholder value.' Enquiries: Northacre PLC Tel (today): 0207 457 2020 John Hunter, Chief Executive Tel (thereafter): 0207 349 8000 College Hill Tel: 0207 457 2020 Kate Pope Matthew Smallwood NORTHACRE PLC Chief Executive's Review I am pleased to report Northacre's interim results for the six months to 31 August 1999. These results are the first announced since Northacre listed on AIM in May 1999 through the reverse takeover of Property Asset Holdings plc. Northacre is widely regarded as one of the premier developers of landmark residential property schemes in Central London. It comprises three principal businesses: residential development, architectural services through Nilsson Design and interior design through Lifestyles Interiors. Our focused strategy for growth is to acquire equity interests in prime residential opportunities for development and investment where value can be significantly enhanced through Northacre's unique skills. Financial Results The turnover for the period was £1,055,482 with pre-tax loss at £769,316. These results do not include income arising from The Bromptons development, which has now been successfully completed subsequent to 31 August 1999, or from income received from the sale of the first phase of Earls Terrace. Loss per share was 7p. The Board is not declaring an interim dividend payment for the six months to 31 August 1999. Operating Activities The Bromptons, London SW3 I am delighted to announce the successful completion, subsequent to 31 August 1999, of The Bromptons development, started in 1995. All 73 apartments have been sold achieving sales in the order of £90 million, an average of £760 per square foot. The Bromptons has received universal acclaim and is generally considered as one of the finest new addresses in the world. Nilsson Design secured planning consent for the restoration and conversion of the existing listed main building, built in 1854, as well as the construction of the two new purpose-built apartment blocks in a similar Tudor Gothic style. Northacre will receive up to 16% of the development profit and this is expected to be included in the second half figures. 1-25 Earls Terrace, London W8 We continue our development of Earls Terrace which started in late 1994 and comprises 25 Grade II listed Georgian houses situated between High Street Kensington and Edwardes Square, London W8. The re- conversion of 125 flats in a dilapidated condition has been hugely complex due to the detailed requirements of English Heritage for preserving listed buildings. However, Phase One of the development has now been completed and 3 six-bedroom, freehold family houses have now been sold, including the show house designed by Lifestyles (Interiors). The houses are contracted to achieve prices of between £3,150,000 and £3,800,000. Under the development agreement, Northacre receives 18% of the development profit. Works to the remaining houses are expected to be complete by Spring 2000. 552 Kings Road, London SW10 As part of our focused growth strategy, we announced on 27 October 1999, that we had signed a development management agreement with 552 Kings Road Limited, a subsidiary of European Land. It will be the largest development in the Borough of Kensington & Chelsea since the Chelsea Harbour development ten years ago and will comprise 274 apartments and 14 houses located on the 7.5 acres site in a parkland setting. The development includes underground car parking and its own leisure complex with swimming pool. All three Group companies will provide services. Work has already commenced on the site and the first phase of the development is expected to be completed in 2002. This is the first of four sites targeted for residential redevelopment. Under the terms of the contract, Northacre will be paid a consideration amounting to £2.6 million over a period of forty months plus, on the achievement of a pre-established level of development profit, the sum of a further £1.0 million. More importantly within the agreement there is a substantial performance related profit share scheme based on added valued achieved. Lifestyles (Interiors) Limited Whilst we do not break down turnover and profits within the three divisions, I am delighted to report that Lifestyles has achieved excellent progress within the first half. Its role within the Northacre Group has been rapidly expanding and is now building up a significant private client base outside Northacre's projects. It has established a reputation for sophisticated quality and design and recent assignments have included two private Benetti yachts and most notably the Coral Reef Club in Barbados. The Board We are currently undergoing a review of our Main Board with the aim of recruiting a Finance Director and a further Non Executive Director within the next three to six months. Outlook The first half of our financial year, whilst showing a pre-tax loss, is, I believe, more significant for our expansion activities. Our goal of building a substantial residential development company with a unique offering continues. The three core businesses - residential development, architectural design and interior design - are key to our growth strategy. It is anticipated that the successfully completed development of The Bromptons will have a positive impact on our second half figures. There is also significant long term potential to be achieved from the Earls Terrace development, which is on track for completion. The recent sale of 3 further properties will positively impact to a small degree on the second half. We are delighted with our development appointment for the 552 King's Road project which represents an excellent opportunity to secure a substantial performance related profit share whilst earning sufficient fees to contribute substantially towards our fixed costs. We continue to seek further residential opportunities within Central London where we can exploit our market knowledge and skills ensuring enhanced shareholder value. We will also look at other suitable investment opportunities that may arise. I feel that Northacre has an exciting future and I am looking forward to reporting strong progress for the year ending 28 February 2000. John Hunter Chief Executive NORTHACRE PLC Interim Results for the six months to 31 August 1999 Consolidated Profit and Loss Account (Unaudited) 6 months to 31 August 1999 6 months to 30 Note September continuing Operations Acquisition Total 1998 £'000 £'000 £'000 £'000 Turnover - 1,055 1,055 - Cost of sales - (669) (669) - Gross Profit - 386 386 - Administrative 3 (351) (766) (1,117) (40) Expenses Other operating 58 10 68 58 income Operating (293) (370) (663) 18 (Loss)/Profit Loss on sale of investment property (71) - (71) - (Loss)/Profit on Ordinary Activities (364) (370) (734) 18 before Interest Interest (net) (35) 92 (Loss)/Profit on Ordinary Activities (769) 110 before Taxation Taxation 4 (2) (27) Retained (Loss) /Profit for the Period (771) 83 Basic (loss)/earnings per ordinary share 5 (7p) 0.06p Fully diluted (loss)/ earnings per ordinary share (6p) 0.05p NORTHACRE PLC Interim Results for the six months to 31 August 1999 Consolidated Balance Sheet (Unaudited) 31 August 30 September 1999 1998 £000 £000 Fixed Assets Intangible assets 15,329 - Tangible assets 675 3 Investment properties - 2,463 Investments 2 - 16,006 2,466 Current Assets Stock and work in progress 7 - Properties held for disposal - 923 Debtors 814 12 Bank balances and cash 1,059 1,522 1,880 2,457 Creditors - due within one year (2,765) (63) Net Current (Liabilities) / Assets (885) 2,394 Total Assets less Current liabilities 15,121 4,860 Creditors - due after more than one year (1,075) (199) Net Assets 14,046 4,661 Capital and Reserves Share capital 399 136 Share premium accounts 14,168 4,376 Profit and loss account (521) 149 14,046 4,661 NORTHACRE PLC Interim Results for the six months to 31 August 1999 Cash Flow Statement (unaudited) 6 months 6 Months to 31 to 30 Sept August 1999 1998 £'000 £'000 Net Cash Inflow from operating activities 2,688 36 Returns on Investments and Servicing of Finance Interest received 6 92 Interest paid (41) - Net Cash (Outflow) Inflow from Returns on Investments and Servicing of Finance (35) 92 Taxation Corporation tax paid (37) - Capital Expenditure and Financial Investment Additions to investment properties - (1,647) Purchase of other tangible assets - net (31) (1) Sale of investment investment properties 1,575 - Sale of other tangible assets 35 - Net cash inflow/(outflow) for capital expenditure 1,579 (1,648) Acquisitions Purchase of subsidiary undertaking (3,492) - Net overdraft acquired (411) - Net cash outflow for acquisitions (3,903) - Cash Inflow/(Outflow) before Management of Liquid Resources and Financing 292 (1,520) Financing Issues of ordinary share capital 35 - Repayment of convertible loan note - (511) Increase in debt 536 - Net cash inflow/(outflow) from management of liquid resources and financing 571 (511) Increase/(Decrease) in Cash in the period 863 (2,031) NORTHACRE PLC Notes to the Interim Financial Statements For the period ended 31 August 1999 1. Accounting Policies The interim financial statements have been prepared on the basis of the accounting policies set out in the 1999 Northacre plc Annual Report as modified by the requirements of FRS 10 Goodwill and Intangible Assets. 2. Financial Information The financial information contained in this document does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. The comparative figures for the financial period ended 30 September 1998 have been extracted from the company's interim report for that financial period. The statutory accounts for the period ended 28 February 1999 have been given an unqualified audit report and have been filed with the Registrar of Companies. The interim report for the period to 30 September 1998 was not subject to review by the auditors. 3. Administrative Expenses The administrative expenses of £1,117,307 include amortisation of goodwill of £194,032. 4. Taxation The taxation charge for the period is calculated on the costs of the average tax rate achieved in the financial period. 5. Earnings Per Share The earnings per share has been calculated on the result on ordinary activities after tax and on the weighted average number of shares in issue in the six months to 31 August 1999 of 11,024,845 (30 September 1998 136,390,020). 6. Shareholders' Funds £'000 The reconciliation of movements in shareholders' funds is as follows: Shareholders' funds at 1 March 1999 4,782 Warrants exercised during the period 28 Issue of ordinary shares on acquisition of Northacre Holdings Ltd 10,000 Issue of 'A' ordinary shares 7 14,817 Retained loss (771) Shareholders' funds at 31 August 1999 14,046 7. Acquisition The acquisition of Northacre Holdings Limited £'000 has been accounted for as follows: Tangible fixed assets 709 Investments 2 Stock 6 Debtors 580 Creditors (1,917) Total liabilities acquired (620) Bank overdrafts taken over (411) Goodwill and costs capitalised 15,523 Total cost of acquisition 14,492 8. Dividends The Directors do not recommend the payment of an interim dividend. 9. Other Information The interim statement was approved by the Directors on 21 December 1999. A copy of the interim statement will be posted to shareholders and made available to the public for a period of 14 days from today at the Company's registered office: 48 Old Church Street, London, SW3 5BY. Independent Review Report to Northacre PLC Introduction We have been instructed by the company to review the financial information set out on pages 6 to 10 and we have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' Responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the directors. The Listing Rules of the London Stock Exchange require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review Work Performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review Conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 31 August 1999. Kingston Smith Chartered Accountants And Registered Auditors Devonshire House 60 Goswell Road London EC1M 7AD
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