· The market: conditions in the UK Commercial Property Market continue to be extremely difficult with significant falls in capital values.· Fund management & investment: as predicted, transaction business has been significantly lower this half and is likely to remain so in the foreseeable future.· Asset management: the department has been busy during the first half and has achieved increased levels of business and new instructions.· Valuation & rating: the volume of valuation instructions has remained reasonably constant although fees have come under some pressure. The department is carrying out revaluations on existing loans but there is also some new lending.· Fletcher King Howard: as recently announced the FKH business has been disposed of to its management for a nominal sum.
INTERIM RESULTS FOR THE 6 MONTHS TO 31 OCTOBER 2008
CHAIRMAN'S STATEMENT
Results
Turnover for the period was £2.255m (£2007: £3.598m) with profit before tax and an exceptional item of £142,000 (2007: £470,000). The exceptional item, which is detailed in the accounts below, amounted to £68,000 and represents the costs associated with the Company's move from the main market to AIM. Profit before tax and after exceptional items was £74,000 .
Earnings per share are 0.42p (2007: 3.46p). Given the current economic climate your Directors have not declared an interim dividend. We will review our dividend policy in the light of our performance in the second half of the financial year but currently we would anticipate a dividend payment at the year end.
The Commercial Property Market
Conditions in the UK Commercial Property Market continue to be extremely difficult with significant falls in capital values. As the recession begins to bite, and the problems in the financial markets remain unsolved, rental values are generally falling.
For the last few months there has been virtually no active property investment market. It is widely believed that values will fall further in the coming months as hard pressed owners of investment property are forced to put stock on the market to make redemptions, or pay down debt, to meet loan to value covenants.
Fund Management and Investment
As predicted, our transaction business has been significantly lower this half and is likely to remain so in the foreseeable future. We are involved in a number of potentially interesting transactions and, under normal circumstances, would expect to close on a percentage of them, but in this market it is impossible to predict, with any certainty, the likely outcome.
The non transactional side of our Fund Management activities continues to be buoyant and we still hold all of the latest SHIPS Fund in cash. We think it likely that the market will reach bottom some time during 2009 and if that happens, we will invest some or all of that money during the period.
Asset Management
The department has been busy during the first half and has achieved increased levels of business and new instructions from two of its clients. We have been working hard on maintaining income flow from the managed portfolios and have concluded a number of added value initiatives during the period. Despite the difficult economic conditions we have maintained our high rent collection rates and have very low arrears of rent and service charge.
Where lease renewals are occurring, negotiations are being instigated at an early stage and all measures taken to encourage tenants to renew.
Valuation and Rating
The volume of valuation instructions has remained reasonably constant although fees have come under some pressure. We are carrying out revaluations on existing loans but there is also some new lending.
During the period we have been appointed to the Lloyds TSB Valuation Panel.
The Valuation Office Agency has been devoting a significant part of their resource to compiling the 2010 Rating Lists and in consequence the number of appeal settlements has diminished. However the department has achieved significant savings for a number of clients. We still have over 150 Appeals outstanding on the 2005 Rating List which represents approximately 18 months work, after which appeals on the new list will start.
Landlord and Tenant
As reported in my statement at the end of last year we disbanded the Landlord & Tenant department and have been doing this work through the Asset Management department and local agents. I am pleased to report that, as a result, this activity is showing a small net profit.
Fletcher King Howard
As we announced on 22nd December 2008 we have sold Fletcher King Howard ('FKH') to its management for a nominal sum. The inter-company loan of approximately £190,000 owed by FKH to the Parent Company at as 31 October 2008 (which stood at approximately £180,000 at 22 December 2008) will be repaid under the terms of the disposal as soon as possible.
The business was being severely impacted by the recession, with its clients generally deferring or cancelling capital expenditure and the Board saw no likelihood of FKH returning to profit in its current form in the foreseeable future and only that it would be an unacceptable drain on resources.
The results of FKH for the period are shown in the attached Segmental Analysis under Construction Services.
Outlook
We began adjusting our overhead nine months ago and substantial savings have been made. We are now at the right size for our anticipated turnover and it is encouraging that significant parts of our business namely fund management, asset management and rating are relatively unaffected by economic conditions.
Our current budgets show that the company will continue to be profitable, albeit at significantly lower levels than we have seen in the last few years. Our balance sheet is strong and we remain cash positive.
The quality of our team is excellent and they are hugely motivated. We are pursuing initiatives to increase volume in all sectors of our business.
We do not expect any significant liquidity to return to the debt market until at least 2010 and therefore property transactions concluded during the next calendar year are more likely to be in cash. We currently predict that the investment market will bottom out during 2009 although it will not show any significant bounce for at least a year or two after that. However, we feel that properties purchased during 2009 will be seen as good purchases when looking back in the medium term.
D J R FLETCHER
CHAIRMAN
23 December 2008
Registered Office
61 Conduit Street
London W1S 2GB
Consolidated Interim Income Statement
(unaudited) for the 6 months ended 31 October 2008
|
6 months ended |
6 months ended |
Year ended |
|
£000 |
£000 |
£000 |
|
|
|
|
Revenue |
2,255 |
3,598 |
6,410 |
Employee benefits expense |
(1,355) |
(2,255) |
(3,796) |
Depreciation expense |
(45) |
(37) |
(79) |
Exceptional costs on transfer to AIM |
(68) |
- |
- |
Other operating expenses |
(783) |
(903) |
(2,115) |
|
|
|
|
Operating profit |
4 |
403 |
420 |
|
|
|
|
Analysed as: |
|
|
|
Operating profit before exceptional costs |
72 |
403 |
420 |
Exceptional costs on transfer to AIM |
(68) |
- |
- |
|
|
|
|
Operating profit |
4 |
403 |
420 |
|
|
|
|
Profit on disposal of available-for-sale investments |
- |
- |
236 |
Impairment of available-for-sale investments |
- |
- |
(71) |
Income from investments |
9 |
13 |
37 |
Finance income |
61 |
54 |
137 |
|
|
|
|
Profit before taxation |
74 |
470 |
759 |
|
|
|
|
Taxation |
(35) |
(151) |
(209) |
|
|
|
|
Profit for the period after taxation |
|
|
|
attributable to equity share holders |
39 |
319 |
550 |
|
|
|
|
Earnings per share |
|
|
|
Basic earnings per share (note 4) |
0.42p |
3.46p |
5.97p |
Diluted earnings per share (note 4) |
0.42p |
3.46p |
5.96p |
|
|
|
|
Dividends per share |
|
|
|
Interim dividend proposed |
- |
1.25p |
- |
Dividends paid |
1.75p |
3.75p |
5.00p |
|
|
|
|
Consolidated Interim Balance Sheet
(unaudited) as at 31 October 2008
|
31 October |
31 October |
30 April |
|
£000 |
£000 |
£000 |
|
|
|
|
Assets |
|
|
|
Non-current assets |
|
|
|
Property, plant and equipment |
429 |
379 |
457 |
Available for sale investments |
428 |
846 |
428 |
Deferred tax assets |
46 |
- |
58 |
|
|
|
|
|
903 |
1,225 |
943 |
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
Trade and other receivables |
1,579 |
1,434 |
1,462 |
Amounts recoverable on contracts |
194 |
209 |
154 |
Cash and cash equivalents |
1,913 |
2,255 |
2,773 |
|
|
|
|
|
|
|
|
|
3,686 |
3,898 |
4,389 |
|
|
|
|
|
|
|
|
Total assets |
4,589 |
5,123 |
5,332 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
571 |
773 |
508 |
Current taxation liabilities |
23 |
134 |
132 |
Other creditors and provisions |
750 |
637 |
1,325 |
|
|
|
|
|
|
|
|
Total liabilities |
1,344 |
1,544 |
1,965 |
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
|
Share capital |
921 |
921 |
921 |
Share premium |
140 |
140 |
140 |
Reserves |
2,184 |
2,518 |
2,306 |
|
|
|
|
Total shareholders' equity |
3,245 |
3,579 |
3,367 |
|
|
|
|
|
|
|
|
Total equity and liabilities |
4,589 |
5,123 |
5,332 |
|
|
|
|
Consolidated Interim Statement of Changes in Equity
(unaudited) for the 6 months ended 31 October 2008
|
Share capital |
Share premium |
Profit and loss |
Fair value reserve |
Total reserves |
TOTAL EQUITY |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
Balance at 1 May 2008 |
921 |
140 |
2,306 |
- |
2,306 |
3,367 |
|
|
|
|
|
|
|
Net profit for the period |
- |
- |
39 |
- |
39 |
39 |
Fair value gain on investments |
- |
- |
- |
- |
- |
- |
Deferred taxation adjustment |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
Total income and expense for the period |
- |
- |
39 |
- |
39 |
39 |
Equity dividends paid |
- |
- |
(161) |
- |
(161) |
(161) |
|
|
|
|
|
|
|
Balance at 31 October 2008 |
921 |
140 |
2,184 |
- |
2,184 |
3,245 |
|
Share capital |
Share premium |
Profit and loss |
Fair value reserve |
Total reserves |
TOTAL EQUITY |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
Balance at 1 May 2007 |
921 |
140 |
2,216 |
276 |
2,492 |
3,553 |
|
|
|
|
|
|
|
Net profit for the period |
- |
- |
319 |
- |
319 |
319 |
Fair value loss on investments |
- |
- |
- |
75 |
75 |
75 |
Deferred taxation adjustment |
- |
- |
- |
(23) |
(23) |
(23) |
|
|
|
|
|
|
|
Total income and expense for the period |
- |
- |
319 |
52 |
371 |
371 |
Equity dividends paid |
- |
- |
(345) |
- |
(345) |
(345) |
Balance at 31 October 2007 |
921 |
140 |
2,190 |
328 |
2,518 |
3,579 |
|
Share capital |
Share premium |
Profit and loss |
Fair value reserve |
Total reserves |
TOTAL EQUITY |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
Balance at 1 May 2007 |
921 |
140 |
2,216 |
276 |
2,492 |
3,553 |
|
|
|
|
|
|
|
Net profit for the period |
- |
- |
550 |
- |
550 |
550 |
Transfer of realised gains on disposal |
- |
- |
- |
(342) |
(342) |
(342) |
Deferred taxation adjustment |
- |
- |
- |
102 |
102 |
102 |
Fair value loss on investments |
- |
- |
- |
(52) |
(52) |
(52) |
Deferred taxation adjustment |
- |
- |
- |
16 |
16 |
16 |
|
|
|
|
|
|
|
Total income and expense for the period |
- |
- |
550 |
(276) |
274 |
274 |
Equity dividends paid |
- |
- |
(460) |
- |
(460) |
(460) |
|
|
|
|
|
|
|
Balance at 30 April 2008 |
921 |
140 |
2,306 |
- |
2,306 |
3,367 |
Consolidated Interim Cash Flow Statement
(unaudited) for the 6 months ended 31 October 2008
|
6 months ended |
6 months ended |
Year ended |
|
£000 |
£000 |
£000 |
|
|
|
|
Cash flows from operating activities |
|
|
|
Profit before taxation |
74 |
470 |
759 |
Adjustments for: |
|
|
|
Depreciation expense |
45 |
37 |
79 |
Profit on disposal of available-for-sale investments |
- |
- |
(236) |
Impairment of available-for-sale investments |
- |
- |
71 |
Income from investments |
(9) |
(13) |
(37) |
Finance income |
(61) |
(54) |
(137) |
Finance expense |
- |
- |
- |
|
|
|
|
Cash flows from operating activities |
|
|
|
before movement in working capital |
49 |
440 |
499 |
(Increase) / decrease in trade and other receivables |
(117) |
166 |
138 |
Increase / (decrease) in trade and other payables |
(512) |
(590) |
(167) |
Decrease / (increase) in work in progress |
(40) |
13 |
68 |
|
|
|
|
Cash (absorbed by) / generated |
|
|
|
from operations |
(620) |
29 |
538 |
Taxation paid |
(132) |
(200) |
(296) |
|
|
|
|
Net cash flows from operating activities |
(752) |
(171) |
242 |
|
|
|
|
Cash flows from investing activities |
|
|
|
Purchases of equipment |
(17) |
(302) |
(427) |
Proceeds from sale of equipment |
- |
16 |
16 |
Sale of investments |
- |
- |
238 |
Finance income |
61 |
54 |
137 |
Income from investments |
9 |
13 |
37 |
|
|
|
|
Net cash flows from investing activities |
53 |
(219) |
1 |
|
|
|
|
Cash flows from financing activities |
|
|
|
Dividends paid to shareholders |
(161) |
(345) |
(460) |
|
|
|
|
Net decrease in cash and cash equivalents |
(860) |
(735) |
(217) |
Cash and cash equivalents |
|
|
|
at start of period |
2,773 |
2,990 |
2,990 |
Cash and cash equivalents |
|
|
|
at end of period |
1,913 |
2,255 |
2,773 |
|
|
|
|
Explanatory Notes
1. General information
The Company is a public limited company incorporated and domiciled in England and Wales. The address of its registered office is 61 Conduit Street, London W1S 2GB.
The interim financial statements were approved by the Board on 22 December 2008
2. Basis of preparation
These consolidated half year financial statements have not been audited and do not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985.
The comparative figures for the financial year ended 30 April 2008 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 auditor drew attention by way of emphasis without qualifying their report and did not contain a statement under section 237 (2) or (3) of the companies Act 1985.
3. Accounting policies
These consolidated half year financial statements 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 30 April 2008 and are in compliance with IAS 34 'Interim Financial Reporting'. These accounting policies are drawn up in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union.
Items of income and expense that are material by size and/or nature and are non-recurring are classified as exceptional items on the face of the income statement. The separate reporting of these items helps give an indication of the Group's underlying performance.
4. Earnings per share
Basic earnings per share is calculated by reference to the result attributable to equity shareholders of £39,000 (2007: £319,000) and the weighted average of 9,209,779 shares (2007: 9,209,779) in issue during the period.
Diluted earnings per share is calculated by reference to the result attributable to equity shareholders of £39,000 (2005: £319,000) and the adjusted weighted average of 9,221,475 shares (2007: 9,221,475) in issue during the period.
5. Segmental Analysis
6 months ended 31 October 2008 |
General services |
Construction Services |
Unallocated |
Total |
|
£000 |
£000 |
£000 |
£000 |
Revenue: |
|
|
|
|
Sales to external customers |
1,632 |
623 |
- |
2,255 |
Revenue from inter-segmental transactions |
- |
20 |
(20) |
- |
|
|
|
|
|
Total revenue |
1,632 |
643 |
(20) |
2,255 |
|
|
|
|
|
Operating profit/(loss) |
295 |
(163) |
(128) |
4 |
|
|
|
|
|
Income from investments |
9 |
- |
- |
9 |
Finance income |
37 |
1 |
23 |
61 |
|
|
|
|
|
Profit/(loss) before taxation |
341 |
(162) |
(105) |
74 |
|
|
|
|
|
Taxation |
(35) |
- |
- |
(35) |
|
|
|
|
|
Profit/(loss) for the year after taxation |
306 |
(162) |
(105) |
39 |
|
|
|
|
|
6 months ended 31 October 2007 |
General services |
Construction Services |
Unallocated |
Total |
|
£000 |
£000 |
£000 |
£000 |
Revenue: |
|
|
|
|
Sales to external customers |
2,580 |
1,018 |
- |
3,598 |
Revenue from inter-segmental transactions |
- |
27 |
(27) |
- |
|
|
|
|
|
Total revenue |
2,580 |
1,045 |
(27) |
3,598 |
|
|
|
|
|
Operating profit/(loss) |
467 |
(2) |
(62) |
403 |
|
|
|
|
|
Income from investments |
13 |
- |
- |
13 |
Finance income |
29 |
1 |
24 |
54 |
|
|
|
|
|
Profit/(loss) before taxation |
509 |
(1) |
(38) |
470 |
|
|
|
|
|
Taxation |
(150) |
- |
(1) |
(151) |
|
|
|
|
|
Profit/(loss) for the year after taxation |
359 |
(1) |
(39) |
319 |
|
|
|
|
|
Year ended 30 April 2008 |
General services |
Construction Services |
Unallocated |
Total |
|
£000 |
£000 |
£000 |
£000 |
Revenue: |
|
|
|
|
Sales to external customers |
4,578 |
1,832 |
- |
6,410 |
Revenue from inter-segmental transactions |
- |
49 |
(49) |
- |
|
|
|
|
|
Total revenue |
4,578 |
1,881 |
(49) |
6,410 |
|
|
|
|
|
Operating profit/(loss) |
579 |
(22) |
(137) |
420 |
|
|
|
|
|
Profit on sale of available-for-sale investments |
236 |
- |
- |
236 |
Impairment of available-for-sale investments |
(71) |
- |
- |
(71) |
Income from investments |
37 |
- |
- |
37 |
Finance income |
91 |
4 |
42 |
137 |
|
|
|
|
|
Profit/(loss) before taxation |
872 |
(18) |
(95) |
759 |
|
|
|
|
|
Taxation |
(206) |
(3) |
- |
(209) |
|
|
|
|
|
Profit/(loss) for the year after taxation |
666 |
(21) |
(95) |
550 |
|
|
|
|
|
|
|
|
|
|