Final Results

Solitaire Group PLC 27 April 2004 27 April 2004 SOLITAIRE GROUP Plc Solitaire is a leading national provider of property management services PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2003 'An exciting period of growth & transition for Solitaire' Highlights Change Year ended Year ended Per cent 31 Dec 2003 31 Dec 2002 £'000 £'000 Turnover +16.0 6,855 5,911 Profit before tax, amortisation, +24.7 2,251 1,805 exceptional costs & interest Profit before tax +16.2 1,682 1,447 Earnings per share before amortisation +20.6 31.6p 26.2p and exceptional costs Earnings per share under FRS 14 +10.2 23.8p 21.6p Final dividend +9.6 8.0p 7.3p Total dividend +9.7 11.3p 10.3p • With the acquisition of Freehold Managers PLC, Solitaire properties under management (including the management of leasehold ground rents) increased by approximately 39,000 units to some 65,000. • New instructions for property management continue at record levels and the size of developments is increasing. • Leicester office continues to attract substantial new business - intention remains to open a regional office on the south coast towards the end of the year. George Brutton, Chairman of Solitaire Group Plc, commented: 'I am pleased to report that this has been both an exciting and transforming year for Solitaire. The continuing growth in our residential property management business and the successful and significant acquisition in September 2003 of Freehold Managers PLC (FMP) have contributed to this. FMP will play a key part in the further development of Solitaire as one of the leading property services groups in the UK. The emphasis now placed by the Government on increased house building represents an encouraging development for the group and we are seeing an increased demand for our property management skills from existing and new developer clients.' For further information: Graham Shapiro, Joint Managing Director Tel: 020 8364 8497 Solitaire Group Plc Tarquin Edwards / Chris Steele 07879 458 364 / 07979 604 687 or Holborn Tel: 020 7929 5599 Chairman's statement I am pleased to report that this has been both an exciting and transforming year for Solitaire. The continuing growth in our residential property management business and the successful and significant acquisition in September 2003 of Freehold Managers PLC (FMP) have contributed to this. FMP will play a key part in the further development of Solitaire as one of the leading property services groups in the UK. Our Leicester office continues to attract substantial inflows of new business and it remains our intention to open an office on the South Coast towards the end of this year to better serve our developer clients and residents in that area. Moss Kaye Pembertons had a satisfactory year in what was a difficult commercial property market, which is now showing signs of improvement. They continue to see a satisfactory increase in instructions for professional work. Results Turnover increased by 16.0% to £6,855,000 (2002: £5,911,000) and includes 3 months contribution from FMP. The operating profit for the year ended 31 December 2003, before writing off exceptional costs, goodwill amortisation and interest, increased by 24.7% to £2,251,000 (2002: £1,805,000). Certain abortive professional fees of £29,000 relating to 2002 have been written off as exceptional costs during 2003. Exceptional costs also include a transfer to reserves of £148,000 relating to the current and future exercise of share options necessary under UITF 17. Accordingly, after exceptional costs, interest and goodwill amortisation, pre-tax profits were up by £235,000 or 16.2% to £1,682,000 (2002: £1,447,000) and earnings per share under FRS 14 were up by 10.2% to 23.8p (2002: 21.6p). Adjusted earnings per share, before exceptional costs, goodwill amortisation and after interest were 31.6p (2002: 26.2p) up 20.6%. The board is recommending the payment of an increased final dividend of 8.0p (2002: 7.3p) per share making a total for the year of 11.3p (2002: 10.3p), an increase of 9.7% over 2002. The final dividend will be paid on 29 June 2004 to shareholders on the register on 7 May 2004. Business development The organic growth from the management of newly built developments continues to increase and the number of new developments where the group has contracts to manage but is not yet receiving income, is at record levels. Income from these developments will only start when the developments are completed and sold over the next two years. The current medium to long term pipeline of contracted business is substantial and is estimated to provide significant additional revenues in future years. We also have a large pipeline of tenders for development projects where contracts for future management have been agreed in principle but have yet to be exchanged. On the 24 September 2003 we acquired the entire issued share capital of FMP for an estimated total (including earn out) of £5.96 million. The initial total consideration was £3.9 million, which has been satisfied by £0.69 million in shares to the two vendors (197,500 shares at 350p each) and £3.26 million in cash. FMP, an unquoted company, actively manages the ground rent investment portfolio of the Freehold Income Trust ('FIT'), comprising over 37,000 units. FIT is an unregulated UK collective investment scheme. The net asset value of FIT is currently in excess of £60 million and the property portfolio is valued in excess of £40 million with a further £18 million of acquisitions in progress. The acquisition of FMP is the result of our search for a suitable acquisition that complements the existing Solitaire structure and provides a strong fit with the established business, whilst, at the same time providing enhanced shareholder value. The group has now entered a new phase of its development and the acquisition has already led to a number of key introductions. We look forward to further combined initiatives in 2004. People I am pleased to welcome Ian Read who joined the board on 24 September 2003. He is a director of FMP and was one of the two original founders of that company. He brings a wealth of property related management experience to the group. We continue to invest in our business and this has led to an increase in staff to cope with our growing management portfolio and also to comply with the requirements imposed on all property management companies by the Commonhold and Leasehold Reform Act 2002. This trend is likely to continue in 2004. Our management fees have been increased to reflect the extra costs resulting from the Commonhold and Leasehold Reform Act 2002. The impact of this increase in revenue will be seen partially in 2004 and fully in 2005. Current trading and prospects Whilst the progress made by the property management division of the group during 2003 has been excellent, the growth made does not fully reflect the increase in the number of developments where the group has contracts to manage, but where we will not start to receive revenue until those developments have been completed and sold. We also have a significant pipeline of developments where management contracts have not yet been exchanged. We continue to look for acquisitions which will fit well within our group and which will provide increased shareholder value. At the same time we remain focused on organic growth and we continue to invest in all our businesses. I am pleased to report that current trading is in line with our expectations, and having regard to the increased government focus on the need for an increase in the housing stock available across the country, I look forward to the future with confidence. George Brutton FRICS Chairman 27 April 2004 Consolidated profit and loss account Year ended 31 December Continuing Acquisition operations 2003 2003 2003 2002 Notes £'000 £'000 £'000 £'000 Turnover 6,360 495 6,855 5,911 Operating expenses External fees and commissions 191 18 209 276 Other administration expenses 4,211 184 4,395 3,830 1,958 293 2,251 1,805 Amortisation of goodwill 115 74 189 115 Exceptional costs 2 177 - 177 95 Operating profit 1,666 219 1,885 1,595 Net Interest paid (163) (40) (203) (148) Profit on ordinary activities before taxation 1,503 179 1,682 1,447 Taxation on ordinary activities 567 450 Profit on ordinary activities after taxation 1,115 997 Dividends 3 552 475 Retained profit for the year 563 522 Basic and diluted earnings per share 4 23.8p 21.6p Adjustment for amortisation 4.0p 2.5p Adjustment for exceptional costs 3.8p 2.1p Adjusted earnings per share 4 31.6p 26.2p Consolidated statement of total recognised gains and losses 2003 2002 £'000 £'000 Profit for the year 1,115 997 Revaluation of freehold investment properties - 2,000 Total recognised gains for the year 1,115 2,997 All amounts relate to continuing activities. Consolidated balance sheet 31 December Group Company 2003 2002 2003 2002 £'000 £'000 £'000 £'000 Fixed assets Intangible assets 7,554 1,793 - - Tangible assets Office equipment 464 184 - - Freehold land and buildings 261 261 - - Freehold investment reversions 12,743 11,739 - - Investments - - 9,522 3,190 13,468 12,184 9,522 3,190 21,022 13,977 9,522 3,190 Current assets Debtors 2,447 1,888 4,021 2,382 Cash and deposits 681 101 2 3,128 1,989 4,021 2,384 Creditors: amounts falling due within one year Borrowings 1,573 790 1,247 754 Other liabilities 1,942 1,337 938 416 3,515 2,127 2,185 1,170 Net current (liabilities)/assets (387) (138) 1,836 1,214 Total assets less current liabilities 20,635 13,839 11,358 4,404 Creditors: amounts falling due after more than one year Borrowings 5,467 1,779 4,455 434 Other liabilities 1,550 - 1,550 - 7,017 1,779 6,005 434 Net Assets 13,618 12,060 5,353 3,970 Capital and reserves Called-up share capital 489 462 489 462 Share premium account 3,615 2,647 3,615 2,647 Revaluation reserve 6,731 6,731 - - Profit and loss account 2,783 2,220 1,249 861 Equity shareholders' funds 13,618 12,060 5,353 3,970 Consolidated cash flow statement Year ended 31 December 2003 2002 £'000 £'000 Cash flow from operating activities 1,720 1,752 Returns on investments and servicing of finance Interest received 12 18 Interest paid (215) (166) Net cash outflow from returns on investment and servicing of finance (203) (148) UK corporation tax (636) (509) Capital expenditure and financial investment Office equipment (380) (92) Purchase of freehold reversions (1,004) (584) Disposal of fixed assets - 55 Net cash outflow from capital expenditure and financial investment (1,384) (621) Acquisition of subsidiary (3,056) (28) Equity dividends paid (497) (446) Cash outflow before use of liquid resources and financing (4,056) 0 Management of liquid resources and financing Financing 4,581 153 Increase in cash in the year 525 153 2003 2002 Reconciliation of net cash flow to movement in net debt £'000 £'000 Increase in cash in the year 525 153 Cash inflow from increased debt (4,416) (153) Movement in net debt (3,891) 0 Opening net debt (2,468) (2,468) Closing net debt (6,359) (2,468) SOLITAIRE GROUP Plc Notes 1 Basis of preparation The results and balance sheet incorporate the audited results of Solitaire Group Plc and all its subsidiaries made up to 31 December 2003 and have been prepared on a basis consistent with the audited financial statements for the year ended 31 December 2002. 2 Exceptional costs Certain abortive professional fees of £29,000 relating to 2002 have been written off as exceptional costs during 2003. Exceptional costs also include a transfer to reserves of £148,000 relating to the current and future exercise of share options necessary under UITF 17. Some of these costs are not an allowable expense in the calculation of the tax charge for the year. 3 Dividends During the year the company paid an interim dividend of 3.3p (2002: 3.00p) per share. The company has proposed a final dividend of 8.0p (2002: 7.3p) per share making a total of 11.3p (2002: 10.3p) for the year. 4 Earnings per share The calculation of earnings per share for the year ended 31 December 2003 is based on earnings of £1,115,000 (2002: £997,000) and a weighted average number of shares in issue of 4,686,880 (2002: 4,623,581). There is no significant difference between basic and diluted earnings per share in 2003 and 2002. The adjusted earnings per share are based on the profits for the year after tax adjusted for amortisation of goodwill and development costs and exceptional costs. 5 Results The results for the year ended 31 December 2003 have been extracted from the audited financial statements, which will shortly be sent to shareholders and filed with the Registrar of Companies. The auditor's report on these accounts was unqualified. This information is provided by RNS The company news service from the London Stock Exchange DDQB
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