Date: |
26 November 2014 |
On behalf of: |
First Property Group plc ("First Property" or "the Group") |
Embargoed: |
0700hrs |
First Property Group plc
Interim Results for the six months to 30 September 2014
First Property Group plc (AIM: FPO), the property fund management group, today announces its interim results for the six months to 30 September 2014.
Financial Highlights:
|
Unaudited Six months to 30 September 2014 |
Unaudited Six months to 30 September 2013 |
Percentage change |
Audited Year to 31 March 2014 |
|
|
|
|
|
Profit before tax |
£5.42m |
£1.91m |
+184% |
£6.6m |
Diluted earnings per share |
4.07p |
1.27p |
+220% |
4.53p |
Dividend per share |
0.35p |
0.33p |
+6% |
1.12p |
|
|
|
|
|
Profit before tax and central overheads by segment: |
|
|
|
|
Property fund management (FPAM) |
£2.90m |
£1.41m |
+106% |
£2.63m |
Group Properties (incl FOP) |
£2.97m |
£0.89m |
+234% |
£6.32m |
|
|
|
|
|
Average €/ £ rate in the period |
1.250 |
1.171 |
-7% |
1.188 |
Period-end €/ £ rate |
1.283 |
1.196 |
-7% |
1.210 |
|
|
|
|
|
Net assets |
£26.62m |
£19.45m |
+37% |
£23.46m |
Cash Balances |
£12.05m |
£10.60m |
+14% |
£11.28m |
Gross Debt |
£56.66m |
£25.11m |
+126% |
£51.56m |
Assets under management: |
£309m |
£338m |
-9% |
£341m |
Poland |
66% |
71% |
|
67% |
UK |
34% |
26% |
|
30% |
Romania |
- |
3% |
|
3% |
Explanatory Notes and Highlights:
· The impact of a weaker Euro versus Sterling during the period compared to the same period last year resulted in profit before tax being c£177,000 lower than it would otherwise have been.
· The increase in profit before tax to £5.42 million (2013: £1.91 million) was largely attributable to the contribution made to earnings by:
o Fund Management:
The performance fee earned by the Group of £1.9 million (2013: nil) on profits made by Fprop PDR. Fprop PDR sold six properties during the period with a total value of £28.2 million and earned a net profit, after the deduction of the Group's performance fee, of £7.7 million for its investors.
o Group Properties:
i. The two investments made by FOP in the second half of last year resulted in a contribution to the Group's profit before tax during the period of £585,000 (2013: nil).
ii. The increase in the Group's interest in Blue Tower from 28.5% to 48.2% in the second half of last year resulted in an increased contribution to the Group's profit before tax during the period of £741,000 (2013: £566,000).
iii. The purchase and subsequent refinancing by the Group of three properties in Romania made a contribution to the Group's profit before tax during the period of £1.26 million (2013: nil). It should be noted that of the £1.26 million, £1.12 million represents a non-cash item on the recognition of negative goodwill created by the refinancing of the bank loan secured on the properties.
· Interim dividend increased by 6% to 0.35 pence per share (2013: 0.33 pence per share).
Commenting on the results, Ben Habib, Chief Executive of First Property Group, said:
"I am very pleased by the continued good progress made by the Group.
"The investments made by Fprop Opportunities Plc and ourselves last year have made a material contribution to the Group's earnings in the first half and we expect this to continue. In addition, Fprop PDR has delivered some excellent trading profits for its investors and the Group.
"The opportunities available to Fprop PDR are not as plentiful as they were last and earlier this year but we expect it to continue to earn trading profits from its activities.
"Our balance sheet is strong, the visibility of our earnings into 2015 and beyond is continually improving and I look to the future with confidence."
A briefing for analysts will be held at 09:30hrs today at the headquarters of First Property Group plc, 35 Old Queen Street, London, SW1H 9JA. Participants can also attend by telephone on +44 (20) 3364 5719 (pin 868413) or online via http://www.livemeeting.com/cc/premconfeurope/ by entering name, meeting ID 3719600 and password pw3556. A recorded copy of the audio call will subsequently be posted on the company website, www.fprop.com.
For further information please contact:
First Property Group plc |
Tel: 020 7340 0270 |
Ben Habib (Chief Executive & Chief Investment Officer) George Digby (Group Finance Director) Jeremy Barkes (Director, Business Development) |
|
|
|
Arden Partners |
Tel: 020 7614 5917 |
Chris Hardie |
|
|
|
Redleaf Polhill |
Tel: 020 7382 4747 |
George Parrett/ Henry Columbine |
Notes to Investors and Editors:
First Property Group plc is a property fund manager with operations in the United Kingdom and Central Europe. The investment performance of its funds under management is ranked No.1 versus the Investment Property Databank (IPD) universe for Central & Eastern Europe (CEE) over the eight years to 31 December 2013, having previously ranked No.1 versus the IPD CEE universe over the three, four, five, six and seven years to 31 December 2008, 2009, 2010, 2011 and 2012 respectively.
The business model of First Property Group is to:
· Raise and manage third party funds to invest in property;
· Co-invest in these funds and thereby earn a return on its own capital invested; and
· Earn fees for the management of these funds. Fees earned are typically a function of the value of assets under management as well as the performance of the funds.
Further information about the Company can be found at: www.fprop.com.
CHIEF EXECUTIVE'S STATEMENT
Financial Results
I am pleased to report interim results for the six months ended 30 September 2014.
Revenue earned by the Group amounted to £7.79 million (2013: £4.27 million) yielding a profit before tax of £5.42 million (2013: £1.91 million). The increase in revenue and profit before tax is mainly attributable to the contribution made to earnings by:
· Fund Management:
o The performance fee of some £1.9 million (2013: nil) on profits made by Fprop PDR.
· Group Properties:
o The two investments made by Fprop Opportunities plc (FOP) in the second half of last year resulted in a contribution to the Group's profit before tax during the period of £585,000 (2013: nil).
o The increase in the Group's interest in Blue Tower from 28.5% to 48.2% in the second half of last year resulted in an increased contribution to the Group's profit before tax during the period of £741,000 (2013: £566,000).
o The purchase and subsequent refinancing by the Group of three properties in Romania made a contribution to the Group's profit before tax during the period of £1.26 million (2013: nil). It should be noted that of this, £1.12 million represents a non-cash item on the recognition of negative goodwill created by the refinancing of the bank loan secured on the properties.
Diluted earnings per share were 4.07 pence (2013: 1.27 pence).
The Group ended the period with net assets of £26.62 million (2013: £19.45 million). Its cash balance was £12.05 million (2013: £10.60 million), of which £4.28 million (2013: £8.51 million) was held by Fprop Opportunities plc (76.2% owned by the Group) and £481,000 (2013: £539,000) was held by Corp SA (90% owned by the Group), the property management company for Blue Tower in Warsaw.
Dividend
The Directors have resolved to increase the interim dividend by 6% to 0.35 pence per share (2013: 0.33 pence per share) which will be paid on 15 January 2015 to shareholders on the register at 19 December 2014, with an ex-dividend date of 18 December 2014.
Review of Operations
Property Fund Management (First Property Asset Management Ltd or FPAM)
As at 30 September 2014 assets under management were valued at £309 million (2013: £338 million). Of these, 66% were located in Poland and 34% in the UK. There were ten property sales and three property purchases made by funds under management during the period. The reduction in the value of assets under management is primarily attributable to the value of properties sold exceeding the value of properties purchased.
Revenue earned by this division increased by 82% to £3.55 million (2013: £2.02 million), resulting in a profit before tax and unallocated central overhead costs of £2.90 million (2013: £1.41 million). This represents 49.4% (2013: 61.3%) of Group profit before tax and unallocated central overhead costs. The increase in profit before tax of this division is largely attributable to the performance fee earned by the Group of £1.9 million, on profits made by Fprop PDR. The performance fee was received after the period end but is recognised in these accounts.
Fprop PDR acquired two properties with a total value of £11.2 million during the period and sold six properties with a total value of £28.2 million. The net profit earned for its investors from these sales, after the deduction of the performance fee, amounted to £7.7 million, representing an un-geared IRR of 46.8%.
A synopsis of each of the funds managed by the Group is set out below:
Fund |
Country of investment |
Established |
Fund expiry |
Assets under management |
% of total assets under management |
SAM Property Company Ltd (SAM) |
UK |
August 2004 |
Rolling |
* |
* |
Regional Property Trading Ltd (RPT) |
Poland |
August 2004 |
August 2015 |
£6.7m |
2.2% |
5th Property Trading Ltd (5PT) |
Poland |
December 2004 |
December 2017 |
£8.5m |
2.8% |
USS Fprop Managed Property Portfolio LP |
Poland |
August 2005 |
August 2015 |
£145.8m |
47.1% |
UK Pension Property Portfolio LP (UK PPP) |
UK |
February 2010 |
February 2017 |
£93.4m |
30.2% |
Fprop Opportunities plc (FOP) |
Poland |
October 2010 |
October 2020 |
£43.7m |
14.1% |
Fprop PDR LP |
UK |
October 2013 |
May 2018 |
£11.2m
|
3.6% |
Total |
|
|
|
£309.3m |
100% |
* Not subject to recent revaluation
The expiry of our fund management contract with USS in August 2015 is now less than a year away. This fund has so far sold seven properties, which have been acquired either by the Group or funds managed by FPAM. The anticipated earnings derived from these purchases should materially mitigate the decline in fee income the Group will experience when this fund management mandate comes to an end next year. Further sales by this fund are expected this and next year. Recurring annual fund management fee income has declined year on year by some £1.1 million per annum, caused largely by property disposals by the USS fund, but also by a weaker Euro and lower Polish property values.
UK PPP, which is fully invested in 21 recessionary-resilient UK properties, continues to generate an un-geared dividend yield of some 6.3% per annum. Capital values of the properties held by UKPPP have risen during the course of this year as the market for secondary property recovers. We expect this trend to continue. The portfolio of properties, which was assembled after the onset of the credit crunch, has an occupancy ratio of 98.9% and a weighted average unexpired lease term of over nine years.
FOP is invested in five Polish properties which are generating an aggregate annualised rate of return on equity in excess of 30% per annum.
Group Properties
Group Properties comprises four commercial properties held directly by the Group and shareholdings at the period end in five of the seven funds managed by FPAM.
Profit before tax and unallocated central overhead costs from Group Properties, including FOP (in which the Group is a 76.2% shareholder), was £2.97 million (2013: £0.89 million). This represents 50.6% (2013: 38.7%) of Group profit before tax and unallocated central overhead costs.
The increase in profit before tax earned by Group Properties resulted mainly from:
· The two investments made by FOP in the second half of last year which contributed £585,000 (2013: nil).
· The increase in the Group's interest in Blue Tower from 28.5% to 48.2% in the second half of last year which contributed £741,000 (2013: £566,000).
· The purchase and subsequent refinancing by the Group of three properties in Romania which made a contribution of £1.26 million (2013: nil). It should be noted that, of the £1.26 million, £1.12 million represents a non-cash item on the recognition of negative goodwill created by the refinancing of the bank loan secured on the properties.
Co-investments in FPAM managed funds at the year-end:
Fund |
% owned by First Property Group |
Book value of First Property's share in fund |
Current market value of holdings |
Group's share of earnings by fund |
Investments |
|
|
|
|
UK Pension Property Portfolio LP (UK PPP) |
0.9% |
£900,000 |
£900,000 |
£30,000 |
Fprop PDR LP |
5% |
£1.2m |
£1.2m |
£nil |
Interest in associates |
|
|
|
|
5th Property Trading Ltd (5PT) |
37.8% |
£868,000 |
£1.21m |
£81,000 |
Regional Property Trading Ltd (RPT) |
28.6% |
£147,000 |
£214,000 |
£26,000 |
Share of results in associates |
|
|
|
£107,000 |
Consolidated undertaking |
|
|
|
|
Fprop Opportunities plc (FOP) |
76.2% |
£7.1m |
£10.9m |
£607,000 |
Our interests in FPAM's managed funds are accounted for, in the case of UK PPP as "dividend income", in the cases of 5th Property Trading Ltd and Regional Property Trading Ltd as "shares in associates", and in the case of FOP, on a consolidated basis because of the Group's majority shareholding. It is the Group's policy to carry its investments at the lower of cost or market value for accounting purposes, and to recognise dividends when received.
FOP's revenue and profit before tax for the half year to 30 September 2014 amounted to £2.65 million (2013: £1.05 million) and £796,000 (2013: £466,000) respectively, and the Group's 76.2% share of profit before tax amounted to £607,000 (2013: £355,000).
FOP's most recent investment was made on 19 September, when it acquired an office block in Warsaw valued at some €12 million, for an initial consideration of £294,000. The property is currently being refinanced following which FOP will be fully invested. We expect it to contribute some €450,000 (£355,000) to FOP's profit before tax during the second half of the year, of which the Group's share would amount to some €340,000 (£270,000).
Our shareholdings in our two other Polish funds, 5th Property Trading and Regional Property Trading, contributed £107,000 (2013: £96,000) to the Group's profit before tax.
Our co-investment in UK PPP contributed £30,000 (2013: £30,300) of dividend income to the Group and is accounted for as a separate line item in our Income Statement.
Our co-investment in Fprop PDR earned a dividend after the period end of £390,000, which will be accounted for in the results for the year to March 2015.
Commercial Property Markets Outlook
Poland:
Poland's economic success continues despite headwinds from the rest of Europe and Ukraine. Growth in GDP for 2014 is expected to be some 3% and is forecast to grow by a similar amount in 2015, building on its cumulative growth since 2009 of some 16%. This compares to a contraction in GDP across the Euro zone over the same period of -1.2%. Inflation is close to nil and the reference interest rate stands at 2% (following a recent 0.5% cut). The Polish Zloty/Euro exchange rate has been relatively stable at around PLN 4.1-4.3 for a number of years.
Occupational demand for commercial property has risen but so too has new supply across all property sectors. The rate of increase in supply is exceeding the rate of take-up and vacancy rates are forecast to rise, in particular for offices in Warsaw and regional shopping centres.
Investment demand is mainly from German, US and UK investors and is for prime properties of large lot sizes. The transaction volume for 2014 is expected to exceed €3 billion, similar to 2013, itself the highest volume since 2006.
Our investment focus remains on properties which international investors are not focused on and from which we can earn high rates of income return from rent alone.
United Kingdom:
The rate of GDP growth in the UK would appear to be moderating but it is still growing faster than most of Europe and at a faster rate than was expected a year ago. The growth rate for 2014 is expected to be around 3%, dropping to 2.7% in 2015.
Occupational demand has increased across all property sectors and rental growth is beginning to materialise, albeit from multi-year lows.
The weight of money in the investment market has resulted in rising values across all property sectors. Total returns have now exceeded the long term average for five consecutive quarters, a trend which we expect to continue but which makes us wary.
House prices have risen in all regions but price increases generally appear to have stalled, with some commentators suggesting price falls next year, in part due to the introduction of stricter mortgage lending criteria. However, the number of new housing starts, running at some 138,000 in the year to June 2014 (up by some 20% over the prior year), is still insufficient to address the structural imbalance between supply and demand, in particular in the south of England.
Current Trading and Prospects
I am very pleased by the continued good progress made by the Group.
The investments made by FOP and ourselves last year have made a material contribution to the Group's earnings in the first half and we expect this to continue. In addition, Fprop PDR has delivered some excellent trading profits for its investors and the Group.
The opportunities available to Fprop PDR are not as plentiful as they were last and earlier this year but we expect it to continue to earn trading profits from its activities.
Our balance sheet is strong, the visibility of our earnings into 2015 and beyond is continually improving and I look to the future with confidence.
Ben Habib
Chief Executive
25 November 2014
CONDENSED CONSOLIDATED INCOME STATEMENT
for the six months to 30 September 2014
|
Notes |
Six months to 30 Sept 2014 (unaudited)
Total results £'000 |
Six months to 30 Sept 2013 (unaudited)
Total results £'000 |
Year to 31 March 2014 (audited)
Total results £'000 |
|
|
|
|
|
Revenue |
2 |
7,785 |
4,272 |
18,045 |
Cost of sales |
|
(910) |
(656) |
(5,800) |
Gross profit |
|
6,875 |
3,616 |
12,245 |
Recognition of negative goodwill on refinancing of subsidiary |
6 |
1,123 |
- |
- |
Fair value adjustment to investment properties |
|
(89) |
- |
- |
Operating expenses |
|
(1,726) |
(1,468) |
(5,019) |
Operating profit |
2 |
6,183 |
2,148 |
7,226 |
Share of results in associates |
|
107 |
96 |
190 |
Dividend income |
|
30 |
30 |
63 |
Re-classification of gains previously recognised as equity |
|
- |
- |
35 |
Loss on disposal of assets held for resale |
|
- |
- |
(7) |
Interest income |
|
35 |
56 |
148 |
Interest expense |
|
(934) |
(419) |
(1,057) |
Profit on ordinary activities before tax |
2 |
5,421 |
1,911 |
6,598 |
Tax expense |
3 |
(433) |
(270) |
(962) |
Profit for the period |
|
4,988 |
1,641 |
5,636 |
|
|
|
|
|
Attributable to: |
|
|
|
|
Owners of the parent |
|
4,792 |
1,492 |
5,281 |
Non-controlling interest |
|
196 |
149 |
355 |
|
|
4,988 |
1,641 |
5,636 |
|
|
|
|
|
Earnings per Ordinary 1p share |
|
|
|
|
-basic |
4 |
4.24p |
1.34p |
4.75p |
-diluted |
4 |
4.07p |
1.27p |
4.53p |
for the six months to 30 September 2014
|
Notes |
Six months to 30 Sept 2014 |
Six months to 30 Sept 2013 |
Year to 31 March 2014 |
|
|
unaudited |
unaudited |
audited |
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
Profit for the period |
|
4,988 |
1,641 |
5,636 |
|
|
|
|
|
Other comprehensive income |
|
|
|
|
Exchange differences on retranslation of foreign subsidiaries Revaluation of available-for-sale financial assets |
|
(1,091)
43 |
(376)
7 |
(128)
- |
Re-classification of fair value gains on available for sale assets and profit or loss |
|
- |
- |
(35) |
Taxation |
|
- |
- |
- |
Total comprehensive income for the year |
|
3,940 |
1,272 |
5,473 |
|
|
|
|
|
Total comprehensive income for the year: Owners of the parent Non-controlling interest |
|
|
|
|
|
4,007 (67) |
1,405 (133) |
5,327 |
|
146 |
||||
|
|
3,940 |
1,272 |
5,473 |
as at 30 September 2014
|
Notes |
As at 30 Sept 2014 (unaudited) £'000 |
As at 30 Sept 2013 (unaudited) £'000 |
As at 31 March 2014 (audited) £'000 |
|
|
|
|
|
Non-current assets |
|
|
|
|
Goodwill |
|
153 |
114 |
153 |
Investment properties |
5 |
51,026 |
19,880 |
48,759 |
Property, plant and equipment |
|
53 |
25 |
65 |
Interest in associates |
7a |
707 |
686 |
675 |
Other receivables |
8 |
349 |
426 |
400 |
Other financial assets |
7b |
2,400 |
870 |
1,706 |
Deferred tax assets |
|
846 |
229 |
839 |
Total non-current Assets |
|
55,534 |
22,230 |
52,597 |
|
|
|
|
|
Current assets |
|
|
|
|
Inventories - land and buildings |
|
12,170 |
11,582 |
12,304 |
Current tax assets |
|
55 |
- |
76 |
Trade and other receivables |
8 |
3,565 |
1,433 |
4,135 |
Cash and cash equivalents |
|
12,048 |
10,599 |
11,279 |
Total current assets |
|
27,838 |
23,614 |
27,794 |
Current liabilities |
|
|
|
|
Trade and other payables |
9 |
(2,894) |
(1,270) |
(4,224) |
Financial liabilities |
10a |
(2,172) |
(3,305) |
(4,349) |
Current tax liabilities |
|
(242) |
(10) |
(247) |
Total current liabilities |
|
(5,308) |
(4,585) |
(8,820) |
Net current assets |
|
22,530 |
19,029 |
18,974 |
Total assets less current liabilities |
|
78,064 |
41,259 |
71,571 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Financial liabilities |
10b |
(50,486) |
(21,808) |
(47,212) |
Deferred tax liabilities |
|
(962) |
- |
(897) |
Net assets |
|
26,616 |
19,451 |
23,462 |
|
|
|
|
|
Equity |
|
|
|
|
Called up share capital |
|
1,149 |
1,149 |
1,149 |
Share premium |
|
5,503 |
5,493 |
5,498 |
Foreign Exchange Translation Reserve |
|
(1,742) |
(1,089) |
(914) |
Share-based payment reserve Investment revaluation reserve |
|
218 (43) |
218 (44) |
203 (86) |
Retained earnings |
|
20,718 |
13,006 |
16,717 |
Issued capital and reserves attributable to the owners of the parent |
|
25,803 |
18,733 |
22,567 |
Non-controlling interest |
|
813 |
718 |
895 |
Total equity |
|
26,616 |
19,451 |
23,462 |
for the six months to 30 September 2014
|
Share capital
£'000 |
Share premium
£'000 |
Share Based Payment Reserve
£'000 |
Foreign Exchange Translation Reserve
£'000 |
Purchase/Sale of own Shares
£'000 |
Investment Revaluation Reserve
£'000 |
Retained Earnings
£'000 |
Non-controlling Interest
£'000 |
TOTAL |
At 1 April 2013 |
1,149 |
5,492 |
203 |
(995) |
(603) |
(51) |
12,947 |
401 |
18,543 |
Total comprehensive income for the period |
- |
- |
- |
(94) |
- |
- |
1,641 |
(282) |
1,265 |
Net decrease in fair value of available for sale financial assets |
- |
- |
- |
- |
- |
7 |
- |
- |
7 |
Share based payments |
- |
- |
15 |
- |
- |
- |
- |
- |
15 |
Non-controlling interest |
- |
- |
- |
- |
- |
- |
(149) |
149 |
- |
Increase in non-controlling interest |
- |
- |
- |
- |
- |
- |
- |
507 |
507 |
Treasury Shares |
- |
1 |
- |
- |
4 |
- |
- |
- |
5 |
Dividends paid |
- |
- |
- |
- |
- |
- |
(834) |
(57) |
(891) |
At 30 Sept 2013 |
1,149 |
5,493 |
218 |
(1,089) |
(599) |
(44) |
13,605 |
718 |
19,451 |
Total comprehensive income for the period |
- |
- |
- |
175 |
- |
- |
3,995 |
73 |
4,243 |
Net decrease in fair value of available for sale financial assets |
- |
- |
- |
- |
- |
(42) |
- |
- |
(42) |
Non-controlling interest |
- |
- |
- |
- |
- |
- |
(206) |
206 |
- |
Decrease in non-controlling interest |
- |
- |
- |
- |
- |
- |
- |
(63) |
(63) |
Treasury Shares |
- |
5 |
- |
- |
289 |
- |
- |
- |
294 |
Share based payments |
- |
- |
(15) |
- |
- |
- |
- |
- |
(15) |
Dividends paid |
- |
- |
- |
- |
- |
- |
(367) |
(39) |
(406) |
At 1 April 2014 |
1,149 |
5,498 |
203 |
(914) |
(310) |
(86) |
17,027 |
895 |
23,462 |
Total comprehensive income for the period Net decrease in fair value of available for sale financial assets |
-
-
|
-
- |
-
- |
(828)
- |
-
- |
-
43 |
4,988
- |
(263)
- |
3,897
43 |
Share based payments |
- |
- |
15 |
- |
- |
- |
- |
- |
15 |
Non-controlling interest |
- |
- |
- |
- |
- |
- |
(196) |
196 |
- |
Treasury shares |
- |
5 |
- |
- |
101 |
- |
- |
- |
106 |
Dividends paid |
- |
- |
- |
- |
- |
- |
(892) |
(15) |
(907) |
At 30 Sept 2014 |
1,149 |
5,503 |
218 |
(1,742) |
(209) |
(43) |
20,927 |
813 |
26,616 |
|
|
Six months to 30 Sept 2014 (unaudited) |
Six months to 30 Sept 2013 (unaudited) |
Year to 31 March 2014 (audited) |
|
|
£'000 |
£'000 |
£'000 |
Cash flows from operating activities |
Notes |
|
|
|
Operating profit |
|
6,183 |
2,148 |
7,226 |
Adjustments for: |
|
|
|
|
Depreciation of property, plant & equipment |
|
17 |
17 |
31 |
Share based payments |
|
15 |
15 |
- |
Recognition of negative goodwill on refinancing of subsidiary |
6 |
(1,123) |
- |
- |
Fair value adjustment to investment properties |
|
89 |
- |
- |
(Increase)/decrease in inventories |
|
(70) |
(3,483) |
(4,474) |
(Increase)/decrease in trade and other receivables |
|
664 |
(269) |
(2,604) |
Increase/(decrease) in trade and other payables |
|
(2,406) |
(719) |
1,547 |
Other non-cash adjustments |
|
26 |
- |
203 |
Cash generated from operations |
|
3,395 |
(2,291) |
1,929 |
Income taxes paid |
|
(322) |
(233) |
(552) |
Net cash flow from/(used in) operating activities of continuing operations |
|
3,073 |
(2,524) |
1,377 |
Net cash flow from operating activities |
|
3,073 |
(2,524) |
1,377 |
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
Purchase of investments Capital expenditure on investment properties Proceeds from sale of investments |
|
(651) (38) - |
- - 28 |
(849) - 28 |
Proceeds from sale of property, plant & equipment Proceeds from sale of shares in associates Purchase of investments properties |
|
- - - |
- - - |
(46) 23 (555) |
Purchase of property, plant and equipment |
|
(6) |
(6) |
(60) |
Cash paid on control/acquisition of new subsidiaries |
6 |
(218) |
- |
(4,415) |
Cash and cash equivalents received on control/acquisition of new subsidiaries |
6 |
437 |
- |
786 |
Purchase of non-controlling interest |
|
- |
- |
(126) |
Dividends from associates |
|
75 |
25 |
107 |
Dividends received |
|
30 |
30 |
63 |
Interest received |
|
35 |
56 |
148 |
Net cash flow from /(used in) investing activities |
|
(336) |
133 |
(4,896) |
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
Proceeds from issue of shares Proceeds from issue of shares to non-controlling interest |
|
- - |
1 507 |
- 507 |
Proceeds/(net payment) from shareholder loans in subsidiaries |
|
(245) |
1,154 |
1,099 |
Interest paid |
|
(905) |
(419) |
(1,029) |
Proceeds from bank loan |
|
3,491 |
- |
3,136 |
Repayment of finance lease/bank loans |
|
(3,357) |
(294) |
(850) |
Sale of shares held in Treasury |
|
106 |
4 |
299 |
Dividends paid |
|
(892) |
(834) |
(1,201) |
Dividends paid to non-controlling interest |
|
(15) |
(57) |
(96) |
Net cash flow from financing activities of continuing operations |
|
(1,817) |
62 |
1,865 |
Net increase/(used in) in cash and cash equivalents |
|
920 |
(2,329) |
(1,654) |
Cash and cash equivalents at the beginning of period |
|
11,279 |
12,979 |
12,979 |
Currency translation gains/(losses) on cash and cash equivalents |
|
(151) |
(51) |
(46) |
Cash and cash equivalents at the end of the period |
|
12,048 |
10,599 |
11,279 |
NOTES TO THE CONDENSED CONSOLIDATED RESULTS
for the six months ended 30 September 2014
1. Basis of Preparation
· These interim condensed consolidated financial statements for the six months ended 30 September 2014 have not been audited or reviewed and do not constitute statutory accounts within the meaning of section 435 of the Companies Act 2006. They have been prepared in accordance with the Group's accounting policies as set out in the Group's latest annual financial statements for the year ended 31 March 2014 and are in compliance with IAS 34 "Interim Financial Reporting". These accounting policies are drawn up in accordance with International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and as adopted by the European Union (EU).
· The comparative figures for the financial year ended 31 March 2014 are not the statutory accounts for the financial year but are abridged from those accounts prepared under IFRS which have been reported on by the Group's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified, did not include references to any matter to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
· These interim financial statements were approved by a committee of the Board on 25 November 2014.
2. Segmental Analysis
Segment reporting six months to 30 September 2014
The parent holding company costs and related listing costs are shown separately under unallocated central costs. Assets, liabilities and costs that relate to Group central activities (including free cash) have not been allocated to business segments.
|
Property fund management |
Group properties |
Group fund properties ("FOP") |
Unallocated central overheads |
TOTAL |
|
£'000 |
£'000 |
£000 |
£'000 |
£'000 |
External revenue |
3,550 |
1,582 |
2,653 |
- |
7,785 |
|
|
|
|
|
|
|
3,550 |
1,582 |
2,653 |
- |
7,785 |
|
|
|
|
|
|
Depreciation and amortisation |
(14) |
(3) |
- |
- |
(17) |
Operating profit |
|
|
|
|
|
-existing operations |
2,903 |
2,218 |
1,525 |
(463) |
6,183 |
-share of results in associates |
- |
107 |
- |
- |
107 |
-dividend income |
- |
30 |
- |
- |
30 |
-interest income |
- |
7 |
13 |
15 |
35 |
-interest expense |
- |
(192) |
(742) |
- |
(934) |
Profit before tax |
2,903 |
2,170 |
796 |
(448) |
5,421 |
|
|
|
|
|
|
Analysed as: |
|
|
|
|
|
Before performance fees and related items: |
792 |
1,047 |
1,085 |
(448) |
2,476 |
Performance fees |
2,111 |
- |
- |
- |
2,111 |
Realised foreign currency loss |
- |
- |
(200) |
- |
(200) |
Recognition of negative goodwill on refinancing of subsidiary |
- |
1,123 |
- |
- |
1,123 |
Fair value adjustments to investment properties |
- |
- |
(89) |
- |
(89) |
Staff incentives |
- |
- |
- |
- |
- |
Profit before tax |
2,903 |
2,170 |
796 |
(448) |
5,421 |
Revenue for the six months to 30 September 2014 from continuing operations consists of revenue arising in the United Kingdom 34% (2013: 13%) and Central and Eastern Europe 66% (2013: 87%) and all relates solely to the Group's principal activities.
Segment reporting six months to 30 September 2013
|
Property fund management |
Group properties |
Group fund properties ("FOP") |
Unallocated central overheads |
TOTAL |
|
£'000 |
£'000 |
£000 |
£'000 |
£'000 |
External revenue -existing operations |
2,021 |
1,204 |
1,047 |
- |
4,272 |
-sale of inventory |
- |
- |
- |
- |
- |
|
2,021 |
1,204 |
1,047 |
- |
4,272 |
|
|
|
|
|
|
Depreciation and amortisation |
(14) |
(3) |
- |
- |
(17) |
Operating profit |
|
|
|
|
|
-existing operations |
1,407 |
388 |
763 |
(410) |
2,148 |
-share of results in associates |
- |
96 |
- |
- |
96 |
-dividend income |
- |
30 |
- |
- |
30 |
-interest income |
- |
12 |
17 |
27 |
56 |
-interest expense |
- |
(105) |
(314) |
- |
(419) |
Profit before tax |
1,407 |
421 |
466 |
(383) |
1,911 |
|
|
|
|
|
|
Analysed as: |
|
|
|
|
|
Before performance fees and related items: |
1,407 |
421 |
466 |
(383) |
1,911 |
Performance fees |
- |
- |
- |
- |
- |
Realised foreign currency gain |
- |
- |
- |
- |
- |
Staff incentives |
- |
- |
- |
- |
- |
Profit before tax |
1,407 |
421 |
466 |
(383) |
1,911 |
Segment reporting year to 31 March 2014
|
Property fund management |
Group properties |
Group fund properties ("FOP") |
Unallocated central overheads |
TOTAL |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
External revenue |
|
|
|
|
|
-Existing operations |
4,268 |
2,440 |
2,246 |
- |
8,954 |
-Sale of inventory |
- |
8,050 |
- |
- |
8,050 |
-Business acquisitions |
- |
- |
1,041 |
- |
1,041 |
|
4,268 |
10,490 |
3,287 |
- |
18,045 |
|
|
|
|
|
|
Depreciation and amortisation |
(21) |
(7) |
(3) |
- |
(31) |
Operating profit |
|
|
|
|
|
-Existing operations |
2,630 |
5,010 |
1,388 |
(2,413) |
6,615 |
-Business acquisitions |
- |
- |
611 |
- |
611 |
Total |
2,630 |
5,010 |
1,999 |
(2,413) |
7,226 |
|
|
|
|
|
|
-share of results in associates |
- |
190 |
- |
- |
190 |
-profit on disposal of asset held for resale |
- |
- |
- |
28 |
28 |
-dividend income |
- |
63 |
- |
- |
63 |
-interest income |
- |
76 |
40 |
32 |
148 |
-interest expense |
- |
(251) |
(806) |
- |
(1,057) |
Profit before tax |
2,630 |
5,088 |
1,233 |
(2,353) |
6,598 |
|
|
|
|
|
|
Analysed as: |
|
|
|
|
|
Before performance fees and related items |
2,592 |
5,157 |
1,288 |
(830) |
8,207 |
Performance fees |
451 |
- |
- |
- |
451 |
Staff incentives |
(413) |
(69) |
(55) |
(1,523) |
(2,060) |
Realised foreign currency gain |
- |
- |
- |
- |
- |
Profit before tax |
2,630 |
5,088 |
1,233 |
(2,353) |
6,598 |
|
|
|
|
|
|
Assets - Group |
1,241 |
16,983 |
54,890 |
6,602 |
79,716 |
Assets - associates |
- |
983 |
- |
(308) |
675 |
Liabilities |
(884) |
(10,935) |
(43,587) |
(1,523) |
(56,929) |
Net Assets |
357 |
7,031 |
11,303 |
4,771 |
23,462 |
3. Tax Expense
The tax charge is based on a combination of actual current and deferred tax charged at an effective rate that is expected to apply to the profits for the full year.
|
Sept 2014 |
Sept 2013 |
March 2014 |
Current tax |
339 |
281 |
761 |
Deferred tax |
94 |
(11) |
201 |
Total |
433 |
270 |
962 |
4. Earnings per Ordinary Share
The basic earnings per ordinary share is calculated on the profit on ordinary activities after taxation and after non-controlling interests on the weighted average number of ordinary shares in issue, during the period.
Figures in the table below have been used in the calculations.
|
Six months ended 30 Sept 2014 |
Six months ended 30 Sept 2013 |
Year ended 31 March 2014 |
Basic - pence per Share |
4.24p |
1.34p |
4.75p |
Diluted - pence per Share |
4.07p |
1.27p |
4.53p |
|
|
|
|
|
Number |
Number |
Number |
Weighted average number of ordinary shares in issue for basic |
112,953,380 |
111,158,205 |
111,265,093 |
Share options |
5,050,000 |
7,500,000 |
5,750,000 |
Total for diluted |
118,003,380 |
118,658,205 |
117,015,093 |
|
|
|
|
|
£'000 |
£'000 |
£'000 |
Basic earnings |
4,792 |
1,492 |
5,281 |
Diluted earnings assuming full dilution at closing share price |
4,807 |
1,503 |
5,298 |
5. Investment Properties
|
Six months ended 30 Sept 2014 |
Six months ended 30 Sept 2013 |
Year ended 31 March 2014 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
1 April |
48,759 |
20,349 |
20,349 |
Business acquisitions |
5,547 |
- |
28,116 |
Purchase additions |
- |
- |
555 |
Capital expenditure |
38 |
- |
46 |
Foreign exchange translation |
(3,229) |
(469) |
(307) |
Fair value adjustment |
(89) |
- |
- |
End of period |
51,026 |
19,880 |
48,759 |
6. Business Acquisition
The fair value of the net assets of Felix Development S.R.L. when the Group took control of it on 27 July 2014, were as follows:
|
£'000 |
Cash |
437 |
Investment properties located in Romania |
5,547 |
Trade and other receivables |
102 |
Trade payables and deferred income |
(369) |
Tax liabilities |
(53) |
Financial liabilities |
(3,566) |
Tenant deposits |
(440) |
Negative goodwill on refinancing of subsidiary |
(1,123) |
Total purchase price paid |
535 |
|
|
Cash consideration paid |
(218) |
Deferred cash consideration |
(317) |
|
(535) |
|
|
Cash and cash equivalents acquired on control of subsidiary |
437 |
|
|
Net cash and cash equivalents acquired |
(98) |
7. Interest in Associates and Other Financial Assets
|
Six months ended 30 Sept 2014 |
Six months ended 30 Sept 2013 |
Year ended 31 March 2014 |
a) Associated undertakings |
£'000 |
£'000 |
£'000 |
|
|
|
|
Cost of investment at beginning of period |
675 |
615 |
615 |
Disposals |
- |
- |
(23) |
Share of accumulated post tax profit |
107 |
96 |
190 |
Dividends received |
(75) |
(25) |
(107) |
Cost of investment at end of period |
707 |
686 |
675 |
|
|
|
|
Investments in Associated undertakings |
|
|
|
5th Property Trading Ltd |
868 |
763 |
863 |
Regional Property Trading Ltd |
147 |
231 |
120 |
|
1,015 |
994 |
983 |
Less: share of profit withheld after tax on sale of property to associate in 2007 |
(308) |
(308) |
(308) |
Cost of investment at end of period |
707 |
686 |
675 |
|
|
|
|
b) Other financial assets and investments |
|
|
|
|
|
|
|
Cost of investment at beginning of period |
1,706 |
892 |
892 |
Additions Business acquisitions Disposal |
651 - - |
- - (25) |
- 849 (35) |
Impairment credit / (charge) |
43 |
3 |
- |
Cost of investment at end of period |
2,400 |
870 |
1,706 |
8. Trade and Other Receivables
|
Six months ended 30 Sept 2014 |
Six months ended 30 Sept 2013 |
Year ended 31 March 2014 |
|
£'000 |
£'000 |
£'000 |
Current assets |
|
|
|
Trade receivables |
1,088 |
1,015 |
3,305 |
Other receivables |
2,140 |
97 |
502 |
Prepayments and accrued income |
337 |
321 |
328 |
|
3,565 |
1,433 |
4,135 |
Non-current assets |
349 |
426 |
400 |
9. Trade and Other Payables
|
Six months ended 30 Sept 2014 |
Six months ended 30 Sept 2013 |
Year ended 31 March 2014 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Trade payables |
461 |
389 |
1,139 |
Other taxation and social security |
286 |
227 |
289 |
Other payables and accruals |
2,147 |
637 |
2,780 |
Deferred income |
- |
17 |
16 |
|
2,894 |
1,270 |
4,224 |
10. Financial Liabilities
|
Six months ended 30 Sept 2014 |
Six months ended 30 Sept 2013 |
Year ended 31 March 2014 |
a) Current liabilities |
£'000 |
£'000 |
£'000 |
|
|
|
|
Finance lease |
528 |
444 |
509 |
Foreign bank loans |
1,644 |
2,861 |
3,840 |
|
2,172 |
3,305 |
4,349 |
|
|
|
|
b) Non-current liabilities |
|
|
|
|
|
|
|
Loans repayable by subsidiary (FOP) to third party shareholders |
1,984 |
2,284 |
2,229 |
Finance lease |
11,674 |
13,095 |
12,661 |
Foreign bank loans |
36,828 |
6,429 |
32,322 |
|
50,486 |
21,808 |
47,212 |
|
|
|
|
c) Total obligations under financial liabilities |
|
|
|
|
|
|
|
Repayable within one year |
2,172 |
3,305 |
4,349 |
Repayable within one and five years |
39,647 |
19,524 |
35,106 |
Repayable after five years |
10,839 |
2,284 |
12,106 |
|
52,658 |
25,113 |
51,561 |
Loans repayable by FOP to third party shareholders are unsecured and repayable in August 2020.
Six bank loans and one finance lease (all denominated in foreign currencies) totalling £50.67 million (31 March 2014: £22.83 million) included within financial liabilities are secured against four investment properties owned by Fprop Opportunities plc (FOP), three investment properties owned by the Group and the one property owned by the Group shown under inventories.
The interim results are being circulated to all shareholders and can be downloaded from the company's web site (www.fprop.com). Further copies can be obtained from the registered office at 35 Old Queen Street, London SW1H, 9JA.