Preliminary Results
Northacre PLC
4 August 2000
NORTHACRE PLC
Preliminary Results for the Year ended 28 February 2000
Northacre plc ('Northacre' or 'the Company'), the premier developer
of landmark residential property schemes in Central London, today
announces preliminary results for the year ended 28 February 2000.
* Turnover increased to £7.9 million (1999: £1.2 million)
* First time pre-tax profit before amortisation of goodwill, of £2.7
million (1999: £0.4 million)
* Profit share income from The Bromptons, Chelsea, SW3 with all
apartments sold
* Completion of Earls Terrace, Kensington, W8: 20 houses sold, 1
under offer with 2 houses remaining - profit share income from first
phase included in these results with the bulk of profits due in the
year to 28 February 2001
* Commencement of development at KINGS, Chelsea with £0.4 million of
fees received and over 50% of the scheme sold off plan. Anticipated
profit share receipts in the year to 28 February 2002
* Acquisition of Queen Elizabeth College, Kensington, W8, and
proposed acquisition of South Audley Street, Mayfair W1 clearly
demonstrate strategy for growth.
* Northacre's three core business areas - residential development,
architectural design and interior design - all performing well and
are key to growth strategy
* Further residential development opportunities currently under
negotiation
* Market conditions remain favourable
John Hunter, Chief Executive of Northacre, commented:
'Northacre has made considerable progress this year, culminating in our first
year's profit in the quoted sector. We are pleased with the outcome of our
developments to date, particularly with the successful completion of the
widely acclaimed schemes at The Bromptons and Earls Terrace. Going forward
our development programme comprises two major schemes at KINGS Chelsea and at
Queen Elizabeth College which represent exciting opportunities to realise
significant income and profits for the Group.'
4 August 2000
Enquiries:
Northacre PLC Tel (today): 020 7457 2020
John Hunter, Chief Executive Tel (thereafter): 020 7349 8000
College Hill Tel: 020 7457 2020
Kate Pope
Matthew Smallwood
Chairman's Statement
I am pleased to announce Northacre's preliminary results for the year
ended 28 February 2000.
These results show a pre-tax profit of £2.7 million (1999: £0.4 million)
before amortisation of goodwill, with a turnover of £7.9 million (1999: £1.2
million). The balance sheet at 28 February 2000 showed net assets of £16.7
million, including cash of £1.2 million. Net assets per share were 97 pence
(1999: 86 pence) and earnings per share were 9.99 pence (1999: 6.0 pence).
The Board is not declaring a dividend payment.
These results include the profit share from The Bromptons and income
from the first phase sales of Earls Terrace. With the commencement of
the development at KINGS, Chelsea, Northacre has received management
fees of £0.4 million.
These results are especially satisfying as this is the first time we
have reported since the reverse takeover of Property Asset Holdings
plc in May 1999.
The three principal divisions of the Group, namely residential
development through Northacre, architectural services through Nilsson
Design and interior design through Lifestyles Interiors, have each
been instrumental in promoting the Northacre Group as one of the
Capital's premier developers of landmark residential property
schemes.
Northacre continues with the development of prime residential sites
in Central London from which profit participation will emanate. In
addition, the Company has now acquired a significant equity interest
in one of these projects.
Peter Catto
Non Executive Chairman
Chief Executive's Review
The Bromptons, London SW3
With the successful completion of The Bromptons development in
January 2000, all apartments, with one retained by the vendors, have
been sold achieving sales in excess of £90 million, an average of
£750 per square foot. In addition to the management and
architectural fees, Northacre's profit share amounted to £3.6
million.
The Bromptons development, originally part of the Royal Brompton
Hospital, is widely recognised as the finest of Central London's
residential schemes. With 73 apartments, two underground car parks,
private landscaped gardens and a leisure centre, it has quickly
become one of the UK's most sought after addresses. The three
businesses of Northacre, Nilsson Design and Lifestyle (Interiors)
were instrumental in the implementation of this development. This
involved the restoration and conversion of the existing listed Grade
II main building, together with the construction of two new purpose
built apartment blocks in a similar style. Lifestyles (Interiors)
was responsible for completing two show apartments during
construction for selling all the apartments off plan. The Bromptons
was officially opened on 19 October 1999 by HRH The Prince of Wales.
Earls Terrace, Kensington W8
We are pleased to announce the completion of our development at Earls
Terrace. All but three, with one under offer, of the 23 Grade II
listed Georgian houses have been sold achieving an average price for
each house in excess of £4.25 million. These results include income
derived from the sale of 3 houses in Phase I of the development. The
majority of our profit share from this scheme will be received in the
second half of the year to 28 February 2001. As with our other
schemes, all three businesses of the Group were involved in the
implementation of this most complex scheme.
KINGS, Chelsea SW10
European Land's development at KINGS Chelsea in association with
Northacre is progressing well, with works having commenced on site
earlier this year. Working closely with European Land, all three
Group companies are providing services for the development.
Completion of the development will begin early in 2002. The
Northacre Group will receive £2.6 million of development fees over a
period of forty months, with £0.4 million having been paid to date
and included in the period under review.
Significantly, Northacre expects to receive a substantial performance
related profit share based on the achievement of sales over a pre-
established level. With this in mind, we are pleased to announce that
over 50% of the total units have already been sold off plan. The
commencement of Northacre's profit share income is likely to impact
in 2002.
Phase Two of the marketing was launched on 29 June 2000 together with
the opening of a spectacular marketing suite known as the KINGS
library, a concept by Northacre with design by Nilsson's and show
apartments by Lifestyles.
The development, one of the largest of its kind in the Royal Borough
of Kensington & Chelsea since Chelsea Harbour ten years ago,
comprises 288 apartments and houses in 7.5 acres of parkland setting.
It includes underground car parking as well as a leisure complex.
Final completion of the site is expected to take place by the end of
2002.
The Phillimores, Kensington W8 (previously Queen Elizabeth College)
On 28 April 2000, Northacre announced the signing of a joint venture
with the Westcity Group for the acquisition and development of Queen
Elizabeth College. Formerly a King's College site, it is to be known
as The Phillimores. This development will involve securing planning
permission to create a premier residential scheme of at least 70
apartments in the same landmark style as The Bromptons.
Northacre, together with Westcity, has invested £18 million of equity
to secure a loan for the acquisition and residential development of
the scheme. This major transaction will form a significant part of
Northacre's existing development programme for the next 3 years.
Northacre will receive up to £3 million of development and
architectural fees over the course of the next two years in addition
to its share of up to 50% of the development profit.
Proposed Acquisition of 17 / 22 South Audley Street, W1 and 35 South
Street, W1
On 16 June 2000, Northacre exchanged a conditional contract with
Breezy Holdings Limited for the acquisition of the long leasehold
property of 17/22 South Audley Street and 35 South Street, London W1,
a period landmark property in the heart of London's Mayfair. This
represents for Northacre a prime development opportunity for a mixed
scheme of new residential apartments on the upper floors whilst
retaining investment income from the retail premises on the ground
and lower ground floors.
The total consideration is £19,250,000 with completion of the
conditional contract to take place twelve months from exchange. The
consideration is to be satisfied by a cash payment of £18,000,000
payable on completion in addition to a deposit of £1,250,000 already
paid to Breezy Holdings Limited.
Due to its size, the acquisition constitutes a reverse takeover under
the AIM Rules and therefore requires the prior approval of
Shareholders. A circular to shareholders has been published today and
an extraordinary general meeting to obtain the approval of the
shareholders will be held on 1 September 2000.
Nilsson Design and Lifestyles (Interiors) Limited
We are pleased to report that both Nilsson Design and Lifestyles have
achieved significant growth in the second half. Both businesses not
only provide services to Northacre, but are also establishing strong
external private client bases. Current projects include schemes in
Barbados and Jordan. We are confident that the growth of these
private clients for both interior design and architectural services
will continue to grow and thereby constitute a larger part of the
Group fee income in the future.
Outlook
Now that the Earls Terrace scheme is complete and mostly sold, we can
expect the bulk of our profit share from the scheme to impact on our
results in the year to 28 February 2001.
In terms of new developments, KINGS Chelsea and The Phillimores
schemes form a significant part of Northacre's development programme
for earning fees with the additional prospect of creating a
substantial profit share over the next 2-3 years.
Northacre is now firmly established and associated with some of
London's most important landmark residential property schemes. Our
strategy is to continue to seek and acquire equity interest in
similar residential schemes to generate development profits, but also
where appropriate, for securing investment income.
Our market remains buoyant and there continues to be new
opportunities where the skills and market knowledge inherent within
our Group are able to create enhanced value to our shareholders.
John Hunter
Chief Executive
NORTHACRE PLC
Preliminary Results for the year ended 28 February 2000
Consolidated Profit and Loss Account
25.9.1997
to
12 Months 28.2.1999
to Total
Note Continuing 28.2.2000 Continuing
Operations Acquisition Total Operations
£ £ £ £
Turnover 500,000 7,414,925 7,914,925 1,189,771
Cost of sales - (2,366,100) (2,366,100) (1,003,500)
Gross Profit 500,000 5,048,825 5,548,825 186,271
Administrative 3 (1,112,450) (2,326,903) (3,439,353) (132,011)
Expenses
Other operating income 57,778 34,375 92,153 -
Operating (554,672) 2,756,297 2,201,625 54,260
Profit/(Loss)
Share of profit from - 4,214 4,214 -
participating
interests
Income from - 30,000 30,000 -
participating
interests
Profit/(Loss) on sale (69,746) - (69,746) 132,418
of investment
properties
Profit/(Loss) on (624,418) 2,790,511 2,166,093 186,678
Ordinary Activities
before Interest
Interest (net) (71,542) 198,696
Profit on Ordinary 2,094,551 385,374
Activities before
Taxation
Taxation 4 (724,770) (83,551)
Retained Profit for 1,369,781 301,823
the Year
Basic earnings per 5 9.99p 6.00p
ordinary share
Fully diluted earnings 9.02p 4.50p
per ordinary share
NORTHACRE PLC
Preliminary Results for the year ended 28 February 2000
Consolidated Balance Sheet
2000 1999
£ £
Fixed Assets
Intangible fixed assets 14,940,474 -
Tangible fixed assets 917,072 1,602,235
Investments 6,432 2
15,863,978 1,602,237
Current Assets
Stocks and work in progress 15,426 -
Debtors 5,109,111 3,916,106
Bank balances and cash 1,205,369 110,891
6,329,906 4,026,997
Creditors - due within one year (5,355,011) (647,953)
Net Current Assets 974,895 3,379,044
Total Assets less Current Liabilities 16,838,873 4,981,281
Creditors - due after more than one year (121,906) (199,367)
Net Assets 16,716,967 4,781,914
Capital and Reserves
Share capital 438,567 138,290
Share premium account 14,527,884 4,392,889
Revaluation reserve 130,000 -
Profit and Loss account 1,620,516 250,735
Shareholders' Funds 16,716,967 4,781,914
NORTHACRE PLC
Preliminary Results for the year ended 28 February 2000
Consolidated Cash Flow Statement
2000 2000 1999 1999
£'000 £'000 £'000 £'000
Net Cash Inflow from Operating 3,710,612 439,359
Activities
Dividends received from 30,000
Associates
Returns on investments and
servicing of finance
Interest received 32,908 204,511
Interest paid (104,450) -
Net cash (outflow)/inflow from (71,542) 204,511
returns on investments and
servicing of finance
Taxation
Corporation tax paid (1,319) -
Capital Expenditure and
Financial Investment
Purchase of investment - (2)
Purchase of investment - (2,473,252)
properties
Purchase of other tangible (211,560) (3,771)
assets
Sale of investment properties 1,575,000 -
Sale of other tangible assets 40,000 -
Returnable deposit in respect - (2,786,500)
of potential acquisition
Net cash inflow/(outflow) for 1,403,440 (5,263,525)
capital expenditure
Acquisitions
Purchase of subsidiary (3,491,562) -
undertaking
Net overdraft acquired with (411,186) -
subsidiary
Net cash outflow for (3,902,748) -
acquisitions
Financing
Issues of ordinary share 435,272 4,729,700
capital
Expenses paid in connection - (198,521)
with share issue
Issues of convertible loan note - 710,267
Repayment of convertible loan - (510,900)
note
Increase in debt (822,992) -
Net cash (outflow)/ inflow from (387,720) 4,730,546
financing
Increase in Cash in the Year 780,723 110,891
Northacre plc
Notes to the Preliminary Financial Statements
For the year ended 28 February 2000
1. Principal Accounting Policies
The financial information contained in this document has been
prepared on the basis of the accounting policies as set out in the
2000 Northacre plc Annual Report.
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 28 February 1999 have been extracted from the company's
statutory accounts for that financial period which have been
delivered to the Registrar of Companies and on which an unqualified
audit report was given.
3. Administrative Expenses
The administrative expenses of £3,439,353 include amortisation of
goodwill of £582,096.
4. Taxation
The taxation charge for the period is calculated on 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 during the period of 13,702,390.
6. Shareholders' Funds
The reconciliation of movements in shareholders' funds is as follows:
£'000
Shareholders' funds at 1 March 1999 4,782
Warrants exercised during the period 428
Issue of ordinary shares for non cash consideration 10,007
Transfer from profit and loss account 1,370
Revaluation in year 130
Shareholders' funds at 28 February 2000 16,717
Northacre plc
Notes to the Preliminary Financial Statements (Continued)
For the year ended 28 February 2000
7. Acquisition
The acquisition of Northacre Holdings Limited has been accounted for
as follows:
£'000
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 a dividend.
9. Other information
The Preliminary statement was approved by the Directors on 3 August
2000.
A copy of the statutory accounts will be posted to shareholders on 4
August 2000.