Final Results

RNS Number : 9524X

Pathfinder Properties PLC

30 June 2008

 



FOR IMMEDIATE RELEASE                                                                                               30 JUNE 2008     

    PATHFINDER PROPERTIES PLC

    REPORT AND FINANCIAL STATEMENTS

    FOR THE YEAR ENDED 31 DECEMBER 2007

CHAIRMAN'S STATEMENT

During the year we have continued with the work on our development at Newark. The conversion of forty nine flats within the Brewery is well underway, and we are hoping for completion next year. Due to current market conditions, the board has decided not to start the ninety nine River Edge flats at the present time. I am pleased to confirm that the remainder of the site now has a full planning consent for eighty eight units, a mixture of houses and flats.

The board has decided that because of the current state of the financial climate, it would be prudent to defer development work at the other sites owned by the company until conditions improve.

The company has accrued losses on the balance sheet during the year, these are mainly caused by interest payments which have been incurred during the normal process of development work.

However, the board is working very hard to try and keep the company on a stable financial footing in these difficult times.

Once again I would like to thank the board members and all staff for their hard work during the year.

For further information:

Edward Azouz, Chairman, Pathfinder Properties plc on 020 7603 7495

Roland Cornish, Beaumont Cornish Limited on 020 7628 3396

The Company's Report and Accounts have been posted to shareholders, and a copy can be found on the Company's website, www.pathfinderplc.co.uk

IFRS ADOPTION

Group financial statements have been prepared for the year ended 31 December 2007 under IFRS for the first time. The latest period for which financial statements were prepared by Pathfinder Properties PLC under UK GAAP was the year ended 31 December 2006.

A reconciliation of equity and a reconciliation of profit and loss, between that reported under UK GAAP and that reported under IFRS, are contained in notes to the financial statements 26 and 27.

DIRECTORS AND THEIR INTERESTS

The Directors and their beneficial interests (including family interests) in the shares of the Company during the year were as follows:-

	Ordinary shares of 10p each 31 December 2007	Ordinary shares of 10p each 31 December 2006
Edward Azouz ^	10,288,571	10,288,571
Jeffrey Azouz ^	10,288,571	10,288,571
John Guy Davies	-	-
Gerard Lee +	13,302,989	13,302,989
Victor Lipien	2,916,630	2,916,630

^ including shares held by Sunnyview Limited, a company in which Messrs Azouz are shareholders and directors. The shares above are held jointly.

+ including shares held by Kerrington Limited and Amicrest Holding PLC, a company in which Mr Lee is a shareholder and director.

No director has been granted an option to purchase shares in the company.

SUBSTANTIAL SHAREHOLDINGS

As at 30 June 2008 the following had notified the Company of an interest of 3% or more of the Company's ordinary share capital:

Name	Number of ordinary shares	Shareholding %
Kerrington Limited	10,288,571	12.86
Sunnyview Limited	10,288,571	12.86
Deynacourt Limited	4,425,000	5.53
Victor Lipien	2,916,630	3.65
Amicrest Holdings PLC	2,614,418	3.27
Robert Yorke-Starkey	2,550,957	3.19

EVENTS SINCE THE YEAR END

The directors have signed an agreement to settle the continuing liabilities in respect of the Guarantee provided to the bank relating to the facility that was provided to Pathfinder (Loch Lomond) Limited in 2001. The settlement sum of £500,000 is being paid by one payment of £250,000 on 9 March 2007 followed by two payments of £85,000 each on 31 August 2007 and 29 February 2008 followed by a final payment of £80,000 on 1 September 2008.

ANNUAL GENERAL MEETING

A notice of the Annual General Meeting to be held on 15 September 2008 is set out on pages 37 and 38 together with explanatory notes. 

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2007

		Year ended 31 December 2007		Year ended 31 December 2006
	Notes		£000		£000
Revenue
Group and share of joint ventures			32		17,000
- less: share of joint ventures			(5)		(-)
Group Revenue	1		27		17,000
Cost of sales -       Continuing operations			(7)		( 12,550)
Gross profit			20		4,450
Administration expenses -       Continuing operations -    Discontinued operations	2		(741)       - (741)		(560)       -   (560)
			(721)		3,890
Other operating income -       Continuing operations	2		88		74
Operating (loss)/profit before share of joint ventures -       Continuing operations -    Discontinued operations			(633)         - (633)		3,964                - 3,964
Share of operating profit /(loss) in joint ventures	12		-		-
Operating (loss)/profit	2		(633)		3,964
Continuing operations: Profit on sale of investment properties Profit on sale of fixed asset investments			3     53		-  (421)
(Loss) / profit on ordinary activities before investment income, interest and taxation			(577)		3,543
Finance Income	3		50		94
Finance Costs	4		(521)		(816)
(Loss)/profit on ordinary activities before taxation			(1,048)		2,821
Taxation	7		104		(535)
(Loss)/profit on ordinary activities after taxation			(944)		2,286
Equity minority interests			( 7)		(81)
(Loss)/profit for the year attributable to members of the parent company			(951)		2,205
(Loss)/profit for the year transferred to reserves	21		(951)		2,205

CONSOLIDATED INCOME STATEMENT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2007

		Year ended 31 December 2007		Year ended 31 December 2006
			Pence		Pence
(Loss)/earnings per share	9		(1.19)		2.76
Fully diluted (loss)/earnings per share	9		(1.19)		2.76

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2007

	Notes	31 December 2007		31 December 2006
		£000	£000	£000	£000
Assets
Non Current Assets
Goodwill	10		154		154
Property, plant and equipment	11		15		20
Investment in joint ventures	12
- Share of gross assets		23		211
- Share of gross liabilities		(22)		(138)
			1		73
Investments	13		-		152
Total Non Current Assets			170		399
Current Assets
Inventories	14		14,135		12,255
Trade and other receivables	15		1,305		1,241
Cash and cash equivalents			926		1,518
Total Current Assets			16,366		15,014
Total Assets			16,536		15,413
Liabilities
Current Liabilities
Trade and other payables	16		434		533
Tax payable	16		-		220
Interest-bearing loans and borrowings	16		3,529		3,284
			3,963		4,037
Liabilities
Non Current Liabilities
Interest-bearing loans and borrowings	17		2,141		(-)
Total Liabilities			6,104		4,037
			10,432		11,376
Equity minority interests			(350)		(343)
Total Net Assets			10,082		11,033
Equity
Share capital – issued and fully paid	20		7,997		7,997
Share premium	21		1,970		1,970
Other reserves	21		2,647		2,647
Retained earnings	21		(2,532)		(1,581)
Total Equity			10,082		11,033
			Pence		Pence
Net assets per share attributable to ordinary shareholders			12.60		13.79

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2007

	Notes	31 December 2007		31 December 2006
			£000		£000
Assets
Non Current Assets
Property, plant and equipment	11		5		8
Investments	13		27,371		27,441
Total Non Current Assets			27,376		27,449
Current Assets
Trade and other receivables	15		51		52
Cash and cash equivalents			546		1,207
Total Current Assets			597		1,259
Total Assets			27,973		28,708
Liabilities
Current Liabilities
Trade and other payables	16		18,124		18,401
Tax payable	16		-		-
Interest-bearing loans and borrowings	16		-		-
			18,124		18,401
Liabilities
Non Current Liabilities			-		-
Total Liabilities			18,124		18,401
Total Net Assets			9,849		10,307
Equity
Share capital – issued and fully paid	20		7,997		7,997
Share premium	21		1,970		1,970
Retained earnings	21		(118)		340
Total Equity			9,849		10,307

GROUP STATEMENT OF RECOGNISED INCOME AND EXPENSE

	Year ended 31 December 2007	Year ended 31 December 2006
	£000	£000
(Loss) / profit for the year	(951)	2,205
Dividends	-	-
Reduction in investment in own shares	-	678
Total recognised income and expense for the year	(951)	2,883

GROUP STATEMENT OF SHAREHOLDERS' FUNDS AND STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

	Share capital	Share premium	Other reserves	Retained earnings	Total
	£000	£000	£000	£000	£000
1 January 2006	7,997	1,970	1,969	(3,786)	8,150
Profit for the year	-	-	-	2,205	2,205
Disposal of own shares	-	-	678	-	678
Dividends	-	-	-	-	-
31 December 2006	7,997	1,970	2,647	(1,581)	11,033

	£000	£000	£000	£000	£000
1 January 2007	7,997	1,970	2,647	(1,581)	11,033
Loss for the year	-	-	-	(951)	(951)
Dividends	-	-	-	-	-
31 December 2007	7,997	1,970	2,647	(2,532)	10,082

GROUP CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2007

		Year ended 31 December 2007		Year ended 31 December 2006
		£000	£000	£000	£000
Cash flows from operating activities
(Loss) / income before taxation from continuing operations		(633)		3,964
Adjustments for:-
Depreciation of property, plant and equipment		5		5
Operating cash (used) / generated before working capital changes			(628)		3,969
(Increase) / decrease in inventories			(1,880)		4,002
Decrease in trade and other receivables			108		355
(Decrease) in trade and other payables			(99)		(752)
Cash (used) / generated from operations			(2,499)		7,574
Interest paid			(521)		(816)
Taxes paid			(220)		-
Net cash (used) / generated from operating activities			(3,240)		6,758
Cash flows from investing activities
Interest received		50		94
Proceeds from sale of investment properties		14		2
Proceeds from sale of investments		205		258
Purchase of plant and equipment		( - )		(16)
Net cash generated in investing activities			269		338
Cash flows from financing activities
Minority dividends paid		(7)		(94)
Proceeds from borrowings		2,386		-
Repayment of borrowings		( - )		(6,078)
Net cash generated / (used) in financing activities			2,379		(6,172)
Net (decrease) / increase in cash and cash equivalents			(592)		924
Cash and cash equivalents at beginning of year			1,518		594
Cash and cash equivalents at end of year			926		1,518

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2007

1. SEGMENTAL ANALYSIS

The Group's turnover and results for the year arise principally from property development activities and from activities carried out in the UK.

2. PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

Profit on ordinary activities before taxation is stated after charging:	Year ended 31 December 2007	Year ended 31 December 2006
	£000	£000
Depreciation of property, plant and equipment	5	5
Auditors remuneration:
- audit services	95	80
- other services	25	35
And after crediting:
	£000	£000
- Revenue: rent and similar income receivable from investment properties	27	15
- Other operating income: rent receivable from development properties	-	59

3. FINANCE INCOME

	Year ended 31 December 2007	Year ended 31 December 2006
	£000	£000
Interest on cash and cash equivalents	50	94
	50	94

4. FINANCE COSTS

	Year ended 31 December 2007	Year ended 31 December 2007
	£000	£000
Interest on interest-bearing loans and borrowings	521	816
	521	816

5. DIRECTORS EMOLUMENTS AND INTERESTS

	Year ended 31 December 2007	Year ended 31 December 2006
	£000	£000
Total emoluments of all directors:
Fees and salaries	225	142
Emoluments of the highest paid director	75	49

No pension contributions are paid in respect of any director.

6. EMPLOYEES 

The average number of employees, including the executive directors, employed by the Group during the year was 9 (2006 - 8). Salaries and social security costs amounted to £358,583 (2006 - £228,174) and £25,465 (2006 - £18,165) respectively.

7. TAXATION

(a) UK Corporation tax on the results for the year	Year ended 31 December 2007	Year ended 31 December 2006
	£000	£000
Current tax – UK corporation tax at 30% (2006 – 30%)
Group	-	220
Group – (over)/under provided in previous years	-	-
	___-	220
Deferred tax
Group	(104)	315
	(104)	315
(Credit)/charge for the year	(104)	535

(b) Factors affecting the tax charge for the year

The corporation tax credit (2006 - charge) for the year is lower (2006 - lower) than the tax credit or charge, which would be assessed, based on the UK standard rate of corporation tax at 30%. The differences are explained as follows:

	Year ended 31 December 2007	Year ended 31 December 2006
	£000	£000
(Loss) / profit on ordinary activities before tax	(1,048)	2,821
(Loss) / profit on ordinary activities multiplied by the standard rate of corporation tax 30% (2006 – 30%)	(314)	846
Effects of:
Expenses not deductible for tax purposes	-	127
Capital allowances in excess of depreciation	-	(4)
Income not taxable	26	-
Tax losses utilised in the year	-	(966)
Unrelieved tax losses carried forward	(340)	148
Other adjustments	-	69
Current tax charge for the year	-	220

8. DIVIDENDS

	Year ended 31 December 2007	Year ended 31 December 2006
	£000	£000
Equity dividends:
Final dividend Nil p (2006 – Nil p) per share	-	-

9. EARNINGS PER SHARE

The calculation of loss per share is based on a loss of £951,000 on continuing operations (2006 -profit of £2,205,000) and on 79,971,393 (2006 - 79,971,393) ordinary shares, being the weighted average number of ordinary shares in issue during the year. There is no difference between earnings and fully diluted earnings per share.

10. GOODWILL

Group		Total
		£000
1 January 2007 and 31 December 2007		154
Net book value at 31 December 2007 and 31 December 2006		154

Goodwill arises on the consolidation of Pathfinder Recovery Ventures Limited, Pathfinder (River Quay) Limited, Fletcher Gate Limited and Newark Property Development Limited.

11. PROPERTY, PLANT AND EQUIPMENT

Group	Equipment, fixtures and fittings	Investment properties	Total
	£000	£000	£000
Cost
1 January 2007	24	4	28
Additions	-	-	-
Disposals	-	-	-
31 December 2007	24	4	28
Depreciation
1 January 2007	8	-	8
Charge for year	5	-	5
Disposals	-	-	-
31 December 2007	13	-	13
Net book value at 31 December 2007	11	4	15
Net book value at 31 December 2006	16	4	20
Company		Equipment, fixtures and fittings	Total
		£000	£000
Cost
1 January 2007		12	12
Additions		-	-
Disposals		__-	__-
31 December 2007		12	12
Depreciation		4	4
1 January 2007		3	3
Charge for the year		__-	__-
Disposals		7	7
31 December 2007
Net book value at 31 December 2007		5	5
Net book value at 31 December 2006		8	8

All properties are freehold. Based on open market value at 31 December 2007, it is the opinion of the directors that there are no significant changes in the value of these investment properties during the year.

12. JOINT VENTURES

	Participating interest	Loans to undertakings in which the company has a participating interest	Share of profits and losses	Total
	£000	£000	£000	£000
1 January 2007	1	72	-	73
Repaid	-	(72)	-	(72)
31 December 2007	1	­­__-	-	__1

The investment in joint ventures comprises the following companies and their subsidiaries

	Proportion of voting rights and shares held	Nature of business
Excelmode Limited	50%	Property development
Viewland Limited	50%	Property investment
PFP Management Limited	59%*	Provision of management services

*As a result of voting restrictions on the shareholding in the company, it is treated as a joint venture rather than a subsidiary.

A summary of the Group's share of profits of joint ventures for the year ended 31 December 2007 is as follows:

	Year ended 31 December 2007	Year ended 31 December 2006
	£000	£000
Turnover	5	-
Operating profit	3	-
Dividends	(3)	__-
Profit retained	__-	__-
A summary of the Group’ share of assets and liabilities of joint ventures as at 31 December 2007 is as follows:
Fixed assets	23	211
Current assets	(22)	(138)
Liabilities due within one year	__1	73

During the year the Group entered into loan transactions, in the ordinary course of business, with joint ventures, which are related parties of the Group. The outstanding balances at the year-end were as follows:

		PFP Management	Excelmode  Limited
31 December 2007
Loans to joint ventures		38	-
1 January 2007
Loans to joint ventures		56	3

Loans to joint ventures are interest free.  

13. INVESTMENTS

								Unlisted investments		Total
Group								£000		£000
1 January 2007  Disposals 31 December 2007								152 (152) ___-		152 (152) ___-
	Shares in subsidiary undertakings			Loans to subsidiary undertakings			Participating interest		Loans to undertakings in which the company has a participating interest		Total
Company	£000			£000			£000		£000		£000
Cost
1 January 2007	7,458			20,009			1		3		27,471
Additions	-			1,554			-		-		1,554
Disposal	-			(1,624)			-		-		(1,624)
31 December 2007	7,458			19,939			1		3		27,401
Amounts provided
1 January 2007	-			30			-		-		30
Transfers	-			-			-		-		-
Arising in the year	-			___-			-		-		-
31 December 2007	-			30			-		-		30
Net book value
31 December 2007	7,458			19,909			1		3		27,371
31 December 2006	7,458			19,979			1		3		27,441

The cost of shares in subsidiary undertakings includes the associated costs of acquisition.

Details of the Group's and the Company's investments are as follows:

	Proportion of shares held
	Group	Company	Nature of business
Subsidiary undertakings:
Crannon Limited	60%	-	Property development
Drayhawk Limited	100%	-	Property development
Forgeglade Limited	60%	-	Property development
Pathfinder Recovery 1 Limited	96%	96%	Property investment and development
Pathfinder Recovery Ventures Limited	96%	-	Property investment and development
Pathfinder Repossessions Limited	100%	-	Property investment
Pathfinder Repossessions II Limited	100%	-	Property investment
Pathfinder Residential Investments Limited	96%	-	Property investment
Pathfinder (Clyde Street) Limited	96%	-	Property development
Pathfinder (Glasgow) Limited	96%	-	Property development
Pathfinder (Loch Lomond) Limited +	98%	50%	Property development
Newark Property Development Limited	100%	-	Property development
Fletcher Gate Limited	100%	-	Property development
Newark Property LCS Limited	100%	-	Dormant
Newark Property Pocklington Limited	100%	-	Dormant
Pathfinder (River Quay) Limited	98%	-	Property development
Pathfinder (Scotland) Limited ∧	79%	-	Property development
Merchant City Limited	100%	100%	Property investment
Merchant Village Limited	100%	-	Property investment
Pathfinder Construction Services Limited	100%	-	Dormant
Property Action Limited	96%	-	Dormant
Plainrise Limited	100%	100%	Property development
Joint ventures:
Excelmode Limited	50%	-	Property development
PFP Management Limited *	59%	-	Provision of management services
Viewland Limited	50%	-	Property investment

* As a result of voting restrictions on the shareholding in the company, it is treated as a joint venture rather than a subsidiary.

+ Pathfinder (Loch Lomond) Limited is in administration and moved to dissolution on 25th September 2007.  

∧Pathfinder (Scotland) Limited, was dissolved during the year after distribution of all it's reserves.

All investments held are in ordinary shares.

14. INVENTORIES

		Group		Company
	31 December 2007	31 December 2006	31 December 2007	31 December 2006
	£000	£000	£000	£000
Land and buildings held for development and property in the course of construction	14,135	12,255	-	-

15. TRADE AND OTHER RECEIVABLES

	Group			Company
	31 December 2007	31 December 2006		31 December 2007	31 December 2006
	£000	£000		£000	£000
Due within one year:
Trade receivables	-	-		-	-
Amounts owed by Group undertakings	-	-		37	35
Other receivables	896	994		6	1
Prepayments and accrued income	76	18		8	16
	972	1,012		51	52
Due after one year:
Deferred tax (note 18)	333	229		-	-
	1,305	1,241		51	52

16. CURRENT LIABILITIES: AMOUNTS FALLING DUE WITHIN ONE YEAR

	Group			Company
	31 December 2007	31 December 2006		31 December 2007	31 December 2006
	£000	£000		£000	£000
Interest-bearing loans and borrowings  (see note 19)	3,529	3,284		-	-
Trade payables	18	2		-	1
Amount owed to Group undertakings	-	-		17,772	17,961
Amounts owed to undertakings in which the Group has a participating interest	38	35		9	9
Corporation tax	-	220		-	-
Other payables	87	50		97	44
Accruals and deferred income	291	446		246	386
	3,963	4,037		18,124	18,401

The loans are stated net of unamortised issue costs of £nil (2006 - £nil). Issue costs of £nil (2006 - £nil) and interest of £nil (2006 - £Nil) were capitalised during the year. £nil (2006 - £Nil) of issue costs were amortised during the year.

17. NON CURRENT LIABILITIES: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

	Group			Company
	31 December 2007	31 December 2006		31 December 2007	31 December 2006
	£000	£000		£000	£000
Interest-bearing loans and borrowings	2,141	-		-	-

18. PROVISIONS FOR LIABILITIES AND CHARGES

The deferred tax asset (included in trade and other receivables, note 15) is made up as follows:-

	Group	Company
	£000	£000
Balance at 1 January 2007	229	-
Profit & loss account	104	-
Balance at 31 December 2007	333	__-

	Group		Company
	31 December 2007 £000	31 December 2006 £000	31 December 2007 £000	31 December 2006 £000
Tax losses available	333	229	-	-

19. BORROWINGS AND OTHER FINANCIAL INSTRUMENTS

Details of the Group's policies for the use of financial instruments in managing risk are included in the Operating and Financial Review. The group's financial instruments comprise bank loans, cash and various items such as trade receivables and trade payables that are directly from its operations. Cash and bank loans are used to raise finance for the group's operations.

(a) Borrowings	Group			Company
	31 December 2007	31 December 2006		31 December 2007	31 December 2006
	£000	£000		£000	£000
Interest-bearing loans and borrowings
- Repayable within one year	3,529	3,284		-	-
- Repayable after one year	2,141	-		-	-
	5,670	3,284		-	-
Other loans and borrowings
- Repayable within one year	(-)	(-)		-	-
Total loans and borrowings	5,670	3,284		-	-

Interest-bearing loans and borrowings are secured against inventories in specific subsidiary undertakings. The loans are at variable interest rates determined by reference to LIBOR or bank base rate.

19. BORROWINGS AND OTHER FINANCIAL INSTRUMENTS (continued)

(b) Financial assets

The Group's financial assets comprise cash and cash equivalents on deposit amounting to £926,000 (2006 - £1,518,000), which bears interest based on bank base rates. The main risk from financial instruments are interest rate risk as the borrowings are at floating rates of interest and liquidity risk. The average interest rate was 7.15% (2006 - 6.75%)

(c) Other financial instruments

Other than the above the Group has no financial instruments.

(d) Fair value

There is no material difference between the fair value of borrowings, cash and other financial instruments and their book value at the balance sheet date.

(e) Maturity	Group			Company
	31 December 2007	31 December 2006		31 December 2007	31 December 2006
	£000	£000		£000	£000
Repayable within one year	3,529	3,284		-	-
Repayable on financing or sale of relevant developments	-	-		-	-
Repayable in two to five years	2,141	-		-	-
Total borrowings	5,670	3,284		-	-

• Undrawn borrowing facilities

At 31 December 2007 and 2006, the Group had no un-drawn borrowing facilities.  

(g) Currency exposure

All assets and liabilities are held in Sterling and as such are not liable to any form of currency exposure.

20. SHARE CAPITAL

	31 December 2007	31 December 2006
	£000	£000
Authorised:
250,000,000 (2006: 250,000,000) ordinary shares of 10p each	25,000	25,000
Allotted, issued and fully paid:
79,971,393 (2006: 79,971,393) ordinary shares of 10p each	7,997	7,997

21. RESERVES

Group	Share premium account	Merger reserve	Capital reserve	Own share capital reacquired	Profit and loss account
	£000	£000	£000	£000	£000
1 January 2007	1,970	2,494	153	-	(1,581)
Loss for the year	-	-	-	-	(951)
Dividends	-	-	-	-	-
31 December 2007	1,970	2,494	153	-	(2,532)
Company	Share premium account				Profit and loss account
	£000				£000
1 January 2007	1,970				340
Loss for the year	-				(458)
Dividends	-				-
31 December 2006	1,970				(118)

22. RELATED PARTY TRANSACTIONS 

The following charges have been incurred by the Group in connection with services provided by related parties during the year:

Group	Year ended 31 December 2007	Year ended 31 December 2006	As at 31 December 2007	As at 31 December 2006
	£000	£000	£000	£000
	Transactions for the year		Year end balance due to/(from) the Group
Kerrington Developments Limited Property development costs	1,490	1,350	-	-
Kerrington Property Services Limited, Office costs	13	10	-	-
Management Fees	20	20	-	-
Elesys Limited, Office costs Directors fees	3 25	8 2	- -	- (2)
Hazelgrove Estates Limited, Administrative expenses	-	5	-	-
Kerrington Limited, Rent	8	8	-	-
PFP Management Limited, Group Services	2	-	(38)	(56)
Lion House Limited Property development costs	-	96	-	-
Aborted property development fee	-	150	-	-
Sentinal Properties Limited, Directors fees	75	49	-	(29)

During 2007, the Group received loans of £250,000 (2006 - £440,625) from Kerrington Limited. Interest of 8 % was charged on the loans. The loan was repaid during the year, and interest of £219 (2006 - £29,125) from the company was charged to the group in respect of the loan. The balance outstanding at the year end was £nil (2006 - £nil).

During 2007, the Group received loans of £250,000 (2006 - £nil) from Vista Property Holdings Limited. Interest of 8 % was charged on the loans. The loan was repaid during the year, and interest of £2,081 (2006 - £nil) from the company was charged to the group in respect of the loan. The balance outstanding at the year end was £nil (2006 - £nil). Gerard Lee is a director of the company.

During the year, Pathfinder Recovery 1 Limited sold 132,500 ordinary shares in Amicrest Holdings PLC back to the company under a buy back resolution at market value. Gerard Lee and Victor Lipien are directors of Amicrest Holdings PLC The transaction was conducted on an arms length basis.

PFP Management Limited is a non-profit service charge company set up by, and wholly owned by a number of Pathfinder companies in order to administer common expenses.  

Gerard Lee is a director and shareholder of Kerrington Developments Limited, Kerrington Property Services Limited, Hazelgrove Estates Limited, Kerrington Limited and Sentinal Properties Limited. Kerrington Developments Limited is a property development company which was engaged during the year to develop the site at Newark, Nottingham. The transaction was conducted on an arms length basis.

Edward and Jeffrey Azouz are directors and shareholders of AR &V Investments Limited.

In respect of the transactions set out during the year, the independent director, being Dr John Davies, having consulted with the nominated adviser, considers that the terms of the transactions are fair and reasonable insofar as its shareholders are concerned.

23. CAPITAL COMMITMENTS

There are no capital commitments entered into by the Group or the Company.

24. CONTINGENT LIABILITY

The company has issued guarantees in respect of:

• Interest-bearing loans and borrowings of subsidiary undertakings to the extent of £5,670,000 (2006 - £3,284,000) of which £5,670,000 (2006 - £3,284,000) was utilised at 31 December 2007.

• The Group provided cross - guarantees in respect of the interest due on interest-bearing loans and borrowings made to Pathfinder (Loch Lomond) Limited. Since Pathfinder (Loch Lomond) Limited is in liquidation the Group has made payments under this cross-guarantee and has made provision of £165,000 in respect of future interest payments.

25. COMPANY PROFIT AND LOSS ACCOUNT

As permitted by s230 Companies Act 1985, the company has not presented its own income statement.

The (loss) / profit attributable to members of the parent company was dealt with as follows:

	Year ended 31 December 2007	Year ended 31 December 2006
	£000	£000
In the financial statements of the parent company	(458)	(416)
Retained in subsidiary undertakings	-	2,621
	(458)	2,205

26. RECONCILIATION OF EQUITY

These are the group's first consolidated financial statements prepared in accordance with IFRS.

The accounting policies have been applied in preparing the consolidated financial statements including comparative information for the year ended 31st December 2006 and in preparing the opening IFRS balance sheet at 1st January 2006 (the group's date of transition to IFRS).

In preparing its opening IFRS balance sheet and comparative information for the year ended 31st December 2006, the group has adjusted amounts previously reported in financial statements prepared in accordance with UK GAAP.

	As at 31 December 2006 and 1 January 2007 (date of transition to IFRS)
		UK GAAP	Effect of transition to IFRSs	IFRSs
		£ '000	£ '000	£ '000
Goodwill		154	-	154
Property, plant and equipment		20	-	20
Investment in joint ventures		73	-	73
Investments		152	-	152
Total non-current assets		399	-	399
Inventories		12,255	-	12,255
Trade and other receivables		1,012	-	1,012
Cash and cash equivalents		1,518	-	1,518
Deferred tax asset		229	-	229
Total current assets		15,014	-	15,014
Total assets		15,413	-	15,413
Trade and other payables		533	-	533
Interest-bearing loans and borrowings		3,284	-	3,284
Tax payable		220	-	220
Total liabilities		4,037	-	4,037
Minority interests		343	-	343
Total assets less total Liabilities		11,033	-	11,033
Issued capital		7,997	-	7,997
Share premium		2,647	-	2,647
Other reserves		1,970	-	1,970
Retained earnings		(1,581)	-	(1,581)
Total equity		11,033	-	11,033

27. RECONCILIATION OF PROFIT OR LOSS FOR YEAR ENDED 31 DECEMBER 2006

		UK GAAP		Effect of Transition to IFRSs		IFRSs
		£ '000		£ '000		£ '000
Revenue		17,000		-		17,000
Cost of sales		(12,550)		-		(12,550)
Gross profit		4,450		-		4,450
Administrative expenses		(560)		-		(560)
Other net operating losses		(347)		-		(347)
Finance income		94		-		94
Finance costs		(816)		-		(816)
Profit before tax		2,821		-		2,821
Tax expense		(535)		-		(535)
Minority interest		(81)		-		(81)
Net profit / (loss)		2,205		-		2,205

Note to the announcement:

The financial information set out above does not constitute the Group's statutory accounts for the years ended 31 December 2006 and 31 December 2007, but is derived from those accounts. Statutory accounts for 2006 have been delivered to the Registrar of Companies in England and Wales, and those for 2007 will be delivered shortly. The auditors have reported on the 2006 and 2007 accounts: their report was unqualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985.

ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of the Company will be held at Avenue House, East End Road, Finchley, London N3 3QE on 15th September 2008 at 10am.

 

END

 

 

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