HIGHCROFT INVESTMENTS PLC
Interim report
30 June 2009
Chairman's Statement for the six months ended 30 June 2009
Highlights
Profit after taxation excluding capital activities is down by 12.4% to £855,000 (2008 £976,000).
Loss after taxation including capital activities is £457,000 (2008 £3,184,000).
Interim property income distribution will be 10.00p per share compared with 7.00p in 2008.
Net assets per share down to 591p (June 2008 736p and December 2008 612p)
Dear Shareholder
The difficulties of the property market and volatility of equity markets have continued into 2009, albeit with a lessening intensity. While there are some signs of optimism in certain quarters, and an element of stability returning , we continue to take a cautious view for the remainder of 2009 and into 2010.
We have not been immune to the consequences of these difficulties, nor do we expect much to change in the short term. However, we have not seen any significant new voids during the first half (the only new void being in the small retail unit in Warrington) and no new payment difficulties for tenants. On the other hand, we have had some mildly positive news in achieving a letting of the Warrington public house unit, subject to licensing, a lease renewal in Cirencester at an increased rent, new leases at both residential units in Cirencester and a modest degree of interest in the Yeovil retail unit which may yet lead to a letting. Investment income was generally at a lower level in 2009 than in 2008 but particularly affected by the lack of income from most of our holdings in banks.
The profit after taxation excluding capital activities is down by 12.4% to £855,000 from £976,000, affected by the costs of the two voids and the reduced investment income.
The loss after taxation including capital activities has reduced by 85.6% to £457,000 from £3,184,000 as the valuation losses on investment property and, more markedly, on equities are much less then at the half year stage of 2008.
The net asset value per share has fallen to 591p from 612p at December 2008 and from 736p half way through 2008. It remains the case that with a defensive portfolio, no significant gearing and the beneficial tax regime of a REIT, shareholders have been protected from greater declines and we have performed reasonably.
I am happy to report that on 21 October there will be an interim property income distribution of 10p per share which is an increase of 42.9% over 2008 when we paid 7p per share.
Yours sincerely
J Hewitt
Chairman
26 August 2009
Condensed consolidated income statement (Unaudited)
for the six months ended 30 June 2009
|
|
Six months 2009 |
Six months 2008 |
Twelve months 2008 |
|
Note |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
Gross rental income |
|
983 |
1,034 |
2,124 |
Property operating expenses |
|
(112) |
(102) |
(300) |
Net rental income |
|
871 |
932 |
1,824 |
|
|
|
|
|
Realised gains on investment property |
|
- |
- |
- |
Realised losses on investment property |
|
- |
(5) |
(5) |
Net loss on disposal of investment property |
|
- |
(5) |
(5) |
|
|
|
|
|
Valuation gains on investment property |
|
293 |
346 |
59 |
Valuation losses on investment property |
|
(1,460) |
(3,594) |
(8,985) |
Net valuation gains on investment property |
|
(1,167) |
(3,248) |
(8,926) |
|
|
|
|
|
Dividend income |
|
142 |
197 |
450 |
Gains on investments |
|
494 |
161 |
95 |
Losses on investments |
|
(671) |
(1,814) |
(3,535) |
Net investment income |
|
(35) |
(1,456) |
(2,990) |
|
|
|
|
|
Administrative expenses |
|
(148) |
(212) |
(324) |
|
|
|
|
|
Operating loss/(profit) before net financing costs |
|
(479) |
(3,989) |
(10,421) |
|
|
|
|
|
Finance income |
|
2 |
17 |
27 |
Finance expenses |
|
(12) |
(52) |
(88) |
Net financing costs |
|
(10) |
(35) |
(61) |
|
|
|
|
|
(Loss)/profit before tax |
|
(489) |
(4,024) |
(10,482) |
|
|
|
|
|
Income tax expense |
4 |
32 |
840 |
1213 |
Total (loss)/profit and comprehensive income for the financial period |
|
(457) |
(3,184) |
(9,269) |
Basic and diluted earnings/(loss) per share |
6 |
(8.8)p |
(61.6)p |
(179.3)p |
Condensed consolidated statement of financial position (Unaudited)
as at 30 June 2009
|
|
30 June |
30 June |
31 December |
|
|
2009 |
2008 |
2008 |
|
Note |
£'000 |
£'000 |
£'000 |
Assets |
|
|
|
|
Investment property |
7 |
25,458 |
32,021 |
26,344 |
Equity investments |
8 |
6,530 |
8,857 |
7,282 |
Total non-current assets |
|
31,988 |
40,878 |
33,626 |
|
|
|
|
|
Current assets |
|
|
|
|
Trade and other receivables |
|
97 |
134 |
223 |
Cash at bank and in hand |
|
573 |
917 |
963 |
Total current assets |
|
670 |
1,051 |
1,186 |
|
|
|
|
|
Total assets |
|
32,658 |
41,929 |
34,812 |
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Interest-bearing loans and borrowings |
|
14 |
18 |
14 |
Current corporation tax |
|
100 |
664 |
440 |
Trade and other payables |
|
792 |
733 |
826 |
Total current liabilities |
|
906 |
1,415 |
1,280 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Interest-bearing loans and borrowings |
9 |
637 |
1,304 |
1,240 |
Deferred tax liabilities |
|
557 |
1,159 |
688 |
Total non-current liabilities |
|
1,194 |
2,463 |
1,928 |
|
|
|
|
|
Total liabilities |
|
2,100 |
3,878 |
3,208 |
|
|
|
|
|
Net assets |
|
30,558 |
38,051 |
31,604 |
|
|
|
|
|
Equity |
|
|
|
|
Issued share capital |
|
1,292 |
1,292 |
1,292 |
Revaluation reserve - property |
|
4,277 |
4,529 |
4,080 |
Revaluation reserve - other |
|
1,740 |
3,096 |
2,137 |
Capital redemption reserve |
|
95 |
95 |
95 |
Realised capital reserve |
|
18,174 |
17,707 |
17,773 |
Retained earnings |
|
4,980 |
11,332 |
6,227 |
Total equity |
|
30,558 |
38,051 |
31,604 |
|
|
|
|
|
Consolidated statement of changes in equity
for the six months ended 30 June 2009
a) First half 2009 |
|
|
|
|
|
|
|
|
|
Revaluation reserves |
|
Capital |
Realised |
Retained |
|
|
Equity |
Property |
Other |
Redemption |
Capital |
Earnings |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
At 1 January 2009 |
1,292 |
4,080 |
2,137 |
95 |
17,773 |
6,227 |
31,604 |
Total recognised gain and expense |
- |
- |
- |
- |
- |
(457) |
(457) |
Dividends to shareholders |
- |
- |
- |
- |
- |
(589) |
(589) |
Non-distributable items recognised in income statement: |
|
|
|
|
|
|
|
Revaluation gains |
- |
(1,167) |
(254) |
- |
- |
1,421 |
- |
Tax on valuation gains and losses |
- |
0 |
51 |
- |
- |
(51) |
- |
Realised gains |
- |
- |
- |
- |
59 |
(59) |
- |
Surplus attributable to assets sold |
- |
0 |
(342) |
- |
342 |
- |
- |
Excess of cost over revalued amount |
- |
1,364 |
148 |
- |
- |
(1,512) |
- |
At 30 June 2009 |
1,292 |
4,277 |
1,740 |
95 |
18,174 |
4,980 |
30,558 |
|
|
|
|
|
|
|
|
b) First half 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2008 |
1,292 |
7,094 |
4,203 |
95 |
17,527 |
11,502 |
41,713 |
Total recognised gain and expense |
- |
- |
- |
- |
- |
(3,184) |
(3,184) |
Dividends to shareholders |
- |
- |
- |
- |
- |
(478) |
(478) |
Non-distributable items recognised in income statement: |
|
|
|
|
|
|
|
Revaluation losses |
- |
(3,248) |
(1,566) |
- |
- |
4,814 |
- |
Tax on valuation gains and losses |
- |
955 |
433 |
- |
- |
(1,388) |
- |
Realised gains |
- |
- |
- |
- |
(66) |
66 |
- |
Surplus attributable to assets sold |
- |
(272) |
37 |
- |
235 |
- |
- |
Tax on gains attributable to assets sold |
- |
- |
(11) |
- |
11 |
- |
- |
At 30 June 2008 |
1,292 |
4,529 |
3,096 |
95 |
17,707 |
11,332 |
38,051 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
c) Full year 2008 |
|
|
|
|
|
|
|
|
Equity |
Revaluation reserves |
|
Capital |
Realised |
Retained |
|
|
|
Property |
Other |
Redemption |
Capital |
Earnings |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
At 1 January 2008 |
1,292 |
7,094 |
4,203 |
95 |
17,527 |
11,502 |
41,713 |
Total recognised gain and expense |
- |
- |
- |
- |
- |
(9,269) |
(9,269) |
Dividends to shareholders |
- |
- |
- |
- |
- |
(840) |
(840) |
Non-distributable items recognised in income statement: |
|
|
|
|
|
|
|
Revaluation gains |
- |
(8,926) |
(2,999) |
- |
- |
11,925 |
- |
Tax on valuation gains and losses |
- |
955 |
893 |
- |
- |
(1,848) |
- |
Realised gains |
- |
- |
- |
- |
(446) |
446 |
- |
Surplus attributable to assets sold |
- |
(272) |
(420) |
- |
692 |
- |
- |
Excess of cost over revalued amount |
- |
5,229 |
460 |
- |
- |
(5,689) |
- |
At 31 December 2008 |
1,292 |
4,080 |
2,137 |
95 |
17,773 |
6,227 |
31,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed consolidated statement of cash flows (Unaudited)
for the six months ended 30 June 2009
|
First Half |
First Half |
Full Year |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
Operating activities |
|
|
|
Loss for the period |
(457) |
(3,184) |
(9,269) |
Adjustments for: |
|
|
|
Net valuation losses on investment property |
1,167 |
3,248 |
8,926 |
Loss on disposal of investment property |
- |
5 |
5 |
Net losses on investments |
177 |
1,653 |
3,440 |
Finance income |
(2) |
(17) |
(27) |
Finance expense |
12 |
52 |
88 |
Income tax credit |
(32) |
(840) |
(1,213) |
Operating profit before changes in working |
865 |
917 |
1,950 |
capital and provisions |
|
|
|
Decrease in trade and other receivables |
126 |
192 |
103 |
(Decrease)/increase in trade and other payables |
(35) |
(10) |
83 |
Cash generated from operations |
956 |
1,099 |
2,136 |
|
|
|
|
Finance income |
2 |
17 |
27 |
Finance expense |
(12) |
(52) |
(88) |
Income tax paid |
(439) |
(467) |
(794) |
Cash flows from operating activities |
507 |
597 |
1,281 |
|
|
|
|
Investing activities |
|
|
|
Purchase of fixed assets - investment property |
(281) |
- |
- |
- equity investments |
(161) |
(63) |
(750) |
Sale of fixed assets - investment property |
- |
271 |
271 |
- equity investments |
737 |
382 |
857 |
Cash flows from investing activities |
295 |
590 |
378 |
|
|
|
|
Financing activities |
|
|
|
New medium term loans |
- |
- |
- |
Loan repayments |
(603) |
(605) |
(669) |
Dividends paid |
(589) |
(478) |
(840) |
Cash flows from investing activities |
(1,192) |
(1,083) |
(1,509) |
|
|
|
|
Net increase in cash and cash equivalents |
(390) |
104 |
150 |
Cash and cash equivalents at 1 January 2009 |
963 |
813 |
813 |
Cash and cash equivalents at 30 June 2009 |
572 |
917 |
963 |
|
|
|
|
Notes
1. Nature of operations and general information
Highcroft Investments PLC ('Highcroft') and its subsidiary (together 'the group') principal activities are investment in property and equities. It is incorporated and domiciled in Great Britain. The address of Highcroft Investments PLC's registered office, which is also its principal place of business, is Thomas House, Langford Locks, Kidlington, OX5 1HR. Highcroft's consolidated interim financial statements are presented in Pounds Sterling (£), which is also the functional currency of the parent company. These consolidated condensed interim financial statements have been approved for issue by the directors on 26 August 2009. The financial information for the year ended 31 December 2008 set out in this interim report does not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. The Group's statutory financial statements for the year ended 31 December 2008 have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain statements under Section 237(2) or Section 237(3) of the Companies Act 1985.
2. Basis of preparation
These interim condensed consolidated financial statements are for the six months ended 30 June 2009. They have been prepared in accordance with IAS 34ii, Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2008.
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of investment properties and the measurement of equity investments at fair value. These condensed consolidated interim financial statements have been prepared in accordance with the accounting policies adopted in the last annual financial statements for the year to 31 December 2008 except for the adoption of IAS 1 Presentation of Financial Statements (Revised 2007) and IFRS 8 Operating Segments.
The adoption of IAS 1 (Revised 2007) does not affect the financial position or profits of the Group, but gives rise to additional disclosures. The measurement and recognition of the Group's assets, liabilities, income and expenses is unchanged. IAS 1 (Revised 2007) affects the presentation of changes in equity and introduces a statement of changes in equity, which was previously presented as a note to the financial statements.
Under IFRS 8 the accounting policy for identifying segments is required to be based on the internal management reporting information that is regularly reviewed by the directors. As this basis has allows been used by Highcroft, there is no change.
The accounting policies have been applied consistently throughout the group for the purposes of preparation of these condensed consolidated interim financial statements.
3. Segmental reporting
Segmental information is presented in the interim financial statements in respect of the group's business segments. The business segment reporting format reflects the group's management and internal reporting structure. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
The group is comprised of the following main business segments:
* Commercial property comprising retail outlets, offices and warehouses.
* Residential property comprising mainly single-let houses.
* Financial assets comprising exchange-traded equity investments.
|
First Half |
First Half |
Full Year |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
|
|
|
|
Commercial property |
|
|
|
Gross income |
951 |
995 |
2,050 |
Loss for the period |
(488) |
(2,818) |
(7,494) |
Assets |
24,038 |
30,697 |
25,478 |
Liabilities |
1,237 |
2,619 |
2,322 |
Residential property |
|
|
|
Gross income |
33 |
39 |
74 |
Profit for the period |
54 |
668 |
373 |
Assets |
2,077 |
2,356 |
2,048 |
Liabilities |
11 |
59 |
66 |
Financial assets |
|
|
|
Gross income |
142 |
197 |
450 |
Loss for the period |
(20) |
(1,034) |
(2,148) |
Assets |
6,543 |
8,876 |
7,286 |
Liabilities |
851 |
1,200 |
820 |
Total |
|
|
|
Gross income |
1,126 |
1,231 |
2,574 |
Loss for the period |
(454) |
(3,184) |
(9,269) |
Assets |
32,658 |
41,929 |
34,812 |
Liabilities |
2,099 |
3,878 |
3,208 |
4. Taxation
|
First Half |
First Half |
Full Year |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
Current tax: |
|
|
|
On revenue profits |
- |
75 |
102 |
On capital profits |
19 |
(26) |
- |
REIT conversion charge |
- |
668 |
668 |
Prior year overprovision |
- |
- |
34 |
|
19 |
717 |
804 |
Deferred tax |
(51) |
(1,557) |
(2,017) |
|
(32) |
(840) |
(1,213) |
The taxation charge has been based on the estimated effective tax rate for the full year. On 1 April 2008, the group became a Real Estate Investment Trust and from that date the group does not pay corporation tax on its profits and gains from its commercial and residential property activities. For entry to that regime, the group paid a conversion charge of at £668,000. This liability has not yet been finally agreed with HMRC.
5. Dividends
On 26 August 2009, the directors declared a property income dividend of 10.00p per share (2008 7.00p interim dividend) payable on 21 October 2009 to shareholders registered at 25 September 2009.
The following dividends have been paid by the company.
|
First Half |
First Half |
Full Year |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
11.40p per ordinary share (2007 8.30p) |
589 |
478 |
478 |
2008 interim 7.00p per ordinary share |
- |
- |
362 |
|
589 |
478 |
840 |
6. Earnings per share
The calculation of earnings per share is based on the loss for the period of £442,000 (2008 £3,184,000 profit) and on 5,167,240 shares (2008 5,167,240) which is the weighted average number of shares in issue during the period ended 30 June 2009 and throughout the period since 1 January 2008.
In order to draw attention to the impact of valuation gains and losses which are included in the income statement but not available for distribution under the company's articles of association, an adjusted earnings per share based on the profit available for distribution of £855,000 (2008 £976,000) has been calculated.
|
First Half |
|
First Half |
|
Full Year |
|
|
2009 |
|
2008 |
|
2008 |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
Earnings: |
|
|
|
|
|
|
Basic earnings |
(457) |
|
(3,184) |
|
(9,269) |
|
Adjustments for: |
|
|
|
|
|
|
Net valuation losses on investment property |
1,167 |
|
3,253 |
|
8,931 |
|
Gains and losses on investments |
177 |
|
1,653 |
|
3,440 |
|
Income tax on gains and losses |
(32) |
|
(746) |
|
(1,180) |
|
Adjusted earnings |
855 |
|
976 |
|
1,922 |
|
|
|
|
|
|
|
|
Per share amount: |
|
|
|
|
|
|
Basic earnings per share |
(8.8) |
p |
(61.6) |
p |
(179.3) |
p |
Adjustments for: |
|
|
|
|
|
|
Net valuation gains on investment property |
22.6 |
p |
63 |
p |
172.8 |
p |
Gains and losses on investments |
3.4 |
p |
32 |
p |
66.6 |
p |
Income tax on gains and losses |
(0.6) |
p |
(14.4) |
p |
(22.8) |
p |
Adjusted earnings per share |
16.6 |
p |
19.0 |
p |
37.3 |
p |
7. Investment Property
|
First Half |
First Half |
Full Year |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
Valuation at 1 January 2009 |
26,344 |
35,545 |
35545 |
Additions |
281 |
0 |
0 |
Disposals |
0 |
(275) |
(275) |
Loss on revaluation |
(1,167) |
(3,249) |
(8,926) |
Valuation at 30 June 2009 |
25,458 |
32,021 |
26,344 |
8. Equity investments
Listed and unlisted |
First Half |
First Half |
Full Year |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
Valuation at 1 January 2009 |
7,282 |
10,830 |
10,830 |
Additions |
161 |
63 |
750 |
Disposals |
(659) |
(470) |
(1,299) |
Loss on revaluation |
(254) |
(1,566) |
(2,999) |
Valuation at 30 June 2009 |
6,530 |
8,857 |
7,282 |
|
|
|
|
|
|
|
|
9. Interest-bearing loans and borrowings |
|
|
|
|
First Half |
First Half |
Full Year |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
Medium term bank loan |
637 |
1,304 |
1,240 |
|
|
|
|
The medium term bank loan comprises amounts falling due as follows: |
|
|
|
Between one and two years |
71 |
71 |
28 |
Between two and five years |
238 |
238 |
165 |
Over five years |
328 |
995 |
1,047 |
|
637 |
1,304 |
1,240 |
|
|
|
|
10. Related party transactions
Kingerlee Holdings Limited owns 25.4% (2008 25.3%) of the company's shares and D H Kingerlee and J C Kingerlee are directors and shareholders of both the company and Kingerlee Holdings Limited. During the period, the group made purchases from Kingerlee Holdings Limited or its subsidiaries, being a service charge in relation to services at Thomas House, Kidlington of £7,000 (2008 £7,000). The amount owed at 30 June 2009 was nil (2008 Nil). All transactions were undertaken on an arm's length basis.