Interim Results
Northacre PLC
29 November 2005
NORTHACRE PLC
INTERIM REPORT
SIX MONTHS TO 31ST AUGUST 2005
Overview
Northacre continues to maintain its position as the premium brand in the
business of developing high quality residential schemes in prime landmark
Central London locations.
Financial Results
Turnover for the period was £1,584,000 (2004 - £1,309,000) with gross profit of
£941,000 (2004 - £792,000). Pre-tax loss was £345,000 (2004 - £929,000) before
amortisation of goodwill with a basic loss per share of 4.3 pence (2004 - loss
6.87 pence). The Board is not declaring an interim dividend
Operational Review
During the period under review the operating subsidiaries have generally seen a
modest improvement in fee income. Further measures implemented by the Board have
reduced the level of operating overhead. Some new appointments have been secured
by both the Architectural and Interior Design teams.
There remains one unsold show apartment by Lifestyles Interiors at KINGS
Chelsea. We expect to receive our profit share entitlement and bonus fee upon
the sale of this last unit.
At the Phillimores (QEC) there remains four unsold apartments. We are confident
that with some recent improved sales activity receipt of our sales overage
entitlement should take place by the end of the financial year to February 2006
The refusal decision given by the Planning Inspectorate in respect of the Public
Inquiry on our Vicarage Gate scheme is particularly disappointing. We continue
to be hopeful of securing a residential scheme in the medium to long term.
With a revised planning consent now in place at 44-46 Park Street work has
commenced on site for creating 6 large Mayfair apartments due for completion in
October 2006.
In conjunction with our new JV partners at Minerva Plc, completion of the Odeon
site acquisition on Kensington High Street took place on 25th November 2005.
This new development opportunity generates further income to the Group for
Development Management and Architectural fees.
Enquiries :
Northacre Plc Tel : (020) 7349 8000
John Hunter Chief Executive
Manish Santilale Finance Director
Summarised Consolidated Profit and Loss Account (Unaudited)
Note 6 Months to 6 Months to Year ended
31.8.2005 31.8.2004 28.2.2005
Unaudited Unaudited Audited
£'000 £'000 £'000
Turnover 3 1,584 1,309 2,812
Cost of sales (643) (517) (1,367)
--------- ---------- ----------
Gross Profit 941 792 1,445
Administrative expenses 4 (1,964) (2,174) (3,612)
Other operating income 21 10 31
--------- ---------- ----------
Operating Loss (1,002) (1,372) (2,136)
Share of loss from associated
undertakings - - (12)
--------- ---------- ----------
Loss on Ordinary Activities
before Interest and Investment
Income (1,002) (1,372) (2,148)
Dividends received 40 40 70
Interest (net) (14) (228) (365)
--------- ---------- ----------
Loss on Ordinary Activities
before Taxation (976) (1,560) (2,443)
Taxation 5 - - -
--------- ---------- ----------
Retained Loss for the Period 7 (976) (1,560) (2,443)
========= ========== ==========
Basic loss per ordinary share 8 (4.30)p (6.87)p (10.76)p
Fully diluted loss per
ordinary share (4.30)p (6.68)p (10.76)p
Summarised Consolidated Balance Sheet (Unaudited)
Note 31.8.2005 31.8.2004 28.2.2005
Unaudited Unaudited Audited
£'000 £'000 £'000
Fixed Assets
Intangible assets 9,459 10,720 10,090
Tangible assets 20 2,907 31
Investments 34 47 34
Investment in joint venture 965 920 965
--------- ---------- ----------
10,478 14,594 11,120
--------- ---------- ----------
Current Assets
Stock and work in progress 21 62 183
Debtors 773 678 495
Cash at bank and in hand - 208 110
--------- ---------- ----------
794 948 788
Creditors: Amounts falling due
within one year 6 (5,189) (5,700) (4,849)
--------- ---------- ----------
Net Current Liabilities (4,395) (4,752) (4,061)
--------- ---------- ----------
Total Assets less Current
Liabilities 6,083 9,842 7,059
Creditors: Amounts falling due
after more than one year - (1,830) -
Provisions for Liabilities and
Charges - (70) -
--------- ---------- ----------
Net Assets 6,083 7,942 7,059
========= ========== ==========
Capital and Reserves
Share capital 568 568 568
Share premium account 17,449 17,449 17,449
Profit and loss account (11,934) (10,075) (10,958)
--------- ---------- ----------
Shareholders' Funds 7 6,083 7,942 7,059
========= ========== ==========
Summarised Consolidated Cash Flow Statement (Unaudited)
6 Months to 6 Months to Year ended
31.8.2005 31.8.2004 28.2.2005
Note Unaudited Unaudited Audited
£'000 £'000 £'000
Net Cash Outflow from Operating
Activities 9 (306) (1,551) (352)
Returns on Investments and
Servicing of Finance
Interest received 2 2 67
Interest paid (16) (230) (432)
Interest element of finance lease - - -
rentals
Dividends received 40 40 70
--------- ---------- ----------
Net Cash Inflow/(Outflow) from
Returns on
Investments and Servicing of
Finance 26 (188) (295)
--------- ---------- ----------
Taxation
Corporation tax paid - - -
--------- ---------- ----------
Capital Expenditure and Financial
Investment
Sale of property - - 2,850
Purchase of other tangible assets - (4) (7)
Sale of other tangible assets - 1 -
--------- ---------- ----------
Net cash (outflow)/inflow for
capital expenditure - (3) 2,843
--------- ---------- ----------
Acquisitions and Disposals
Investment in joint venture - (50) (95)
Proceeds on disposal of - - -
investment in joint venture --------- ---------- ----------
Cash (Outflow)/Inflow before
Management of Liquid
Resources and Financing - (50) (95)
--------- ---------- ----------
Financing
Capital element of finance lease
rentals - (16) (16)
Increase/(decrease) in debt - 1,830 -
--------- ---------- ----------
Net cash inflow/(outflow) from
management
of liquid resources and financing - 1,814 (16)
--------- ---------- ----------
(Decrease)/Increase in Cash in
the 10 (280) 22 2,085
Period ========= ========== ==========
Notes to the Unaudited Interim Financial Statements for the period ended 31st
August 2005
1 Accounting Policies
The interim financial statements have been prepared on the basis of the
accounting policies set out in the 2005 Northacre PLC Annual Report.
Going Concern
The company and group meet their day to day working capital requirements partly
through monies loaned from the Northacre Plc Directors Retirement and Death
Benefit Scheme and partly from the group's bankers. These facilities have been
renewed during the period and are expected to remain in place for the forseeable
future.
The directors have prepared detailed cash flow projections for the period ended
31st August 2006 making prudent assumptions about the levels and timing of
income and expenditure. These projections show that the group can operate within
the available facilities in the light of the changes mentioned above. On this
basis the directors consider it appropriate to prepare these interim financial
statements on a going concern basis.
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 31st August 2004 have
been extracted from the company's interim report for that financial period. The
statutory accounts for the period ended 28th February 2005 have been given an
unqualified audit report and have been filed with the Registrar of Companies.
3 Turnover
The group's turnover has been analysed by principal activity as follows:
6 Months to 6 Months to Year ended
31.8.2005 31.8.2004 28.2.2005
£'000 £'000 £'000
Development management 496 111 451
Interior design 677 989 1,898
Architect design 411 209 463
--------- ---------- ----------
1,584 1,309 2,812
========= ========== ==========
4 Administrative Expenses
The administrative expenses of £1,963,973 (6 months to 31st August 2004:
£2,173,108) include amortisation of goodwill of £630,604 (6 months to 31st
August 2004: £630,604).
5 Taxation
There is no taxation charge due to the availability of losses.
6 Creditors due within one year
31.8.2005 31.8.2004 28.2.2005
Unaudited Unaudited Audited
£'000 £'000 £'000
Bank loans and overdrafts 170 2,161 -
Trade creditors 531 784 397
Social security and other taxes 378 471 307
Other creditors 3,407 1,547 3,439
Accruals and deferred income 703 737 706
--------- ---------- ----------
5,189 5,700 4,849
========= ========== ==========
7 Shareholders' Funds
The reconciliation of movements in shareholders' funds is as follows:
£'000
Shareholders' funds at 1st March 2005 7,059
Retained loss for the period (976)
----------
Shareholders' funds at 31st August 2005 6,083
==========
8 Earnings Per Share
The basic loss per share has been calculated on the loss on ordinary activities
after tax of £975,793 (2004 - £1,559,892) and on the weighted average number of
shares in issue in the six months to 31st August 2005 of 22,713,644 (2004 -
22,713,644).
The fully diluted loss per share has been calculated on the loss on ordinary
activities after tax (as adjusted for convertible loan stock) of £975,793 (2004
- £1,559,824) and on the weighted average number of shares in issue in the six
months to 31st August 2005 (as adjusted for the dilutive effect of options
treated as exercisable at the period end) of 22,713,644 (2004 - 23,360,553).
9 Reconciliation of Operating Loss to Net Cash Flow
from Operating Activities
6 Months to 6 Months to Year ended
31.8.2005 31.8.2004 28.2.2005
£'000 £'000 £'000
Group operating loss (1,002) (1,372) (2,136)
Depreciation 11 15 29
Decrease in work in progress 162 135 14
(Increase) in debtors (278) (288) (104)
Increase /(decrease) in creditors 170 (672) 568
Amortisation of goodwill 631 631 1,261
Profit on disposal of fixed assets - - 16
--------- ---------- ----------
Net cash outflow from operating
activities (306) (1,551) (352)
10 Reconciliation of Net Cash Flow to Movement in Net Debt
6 Months to 6 Months to Year ended
31.8.2005 31.8.2004 28.2.2005
£'000 £'000 £'000
(Decrease)/Increase in cash in the
period (280) 22 2,085
Cash (inflow)/outflow resulting from
(increase)/decrease in debt and lease
financing - (1,814) 16
Net debt at start of period (950) (3,051) (3,051)
--------- ---------- ----------
Net debt at end of period (1,230) (4,843) (950)
========= ========== ==========
11 Analysis of changes in Net Debt
At Cash At
1.3.2005 Flow 31.8.2005
£'000 £'000 £'000
Cash at bank and in hand 110 (110) -
Bank loans and overdrafts - (170) (170)
----------
(280)
----------
Debt due within one year (1,060) - (1,060)
Finance leases - - -
Debt due after more than one year - - -
--------- ---------- ----------
(950) (280) (1,230)
========= ========== ==========
12 Dividends
The directors do not recommend the payment of an interim dividend.
13 Other Information
The interim statement was approved by the directors on 28th November 2005
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 for
the six months ended 31st August 2005 which comprises the consolidated profit
and loss account, the consolidated balance sheet, the consolidated cash flow
statement and the related notes. 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.
This report is made solely to the company in accordance with Bulletin 1999/4
issued by the Auditing Practices Board. Our work has been undertaken so that we
might state to the company those matters we are required to state to them in an
independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than
the company, for our review work, for this report, or for the conclusions we
have formed.
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 31st August 2005.
Kingston Smith
Chartered Accountants
Devonshire House
60 Goswell Road
London EC1M 7AD
28th November 2005
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