Interim Results
Pathfinder Properties PLC
30 September 2002
PATHFINDER PROPERTIES PLC
RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2002
• Acquisition of Pathfinder Recovery Ventures Limited May 2002
• Planning obtained on Phase 2 River Quarter, Manchester July 2002
• Assembly of 6.5 acre development site in Newark completed July 2002
• Sale of Merchant Village, Glasgow, for £15.3 million agreed September 2002
We indicated to you at the time of the publication of our Report for the year
ended 31 December 2001, that, as a result of an agreement with Pathfinder
Recovery 2 PLC, we acquired in May 2002 its 50% interest in Pathfinder Recovery
Ventures Limited, following which we now own 100% of that company. At the same
time we also acquired the rights to a further 15% of the outstanding interests
in the Merchant Village and River Quay projects, effectively taking our
ownership of each to 80%.
Results
Turnover for the six months ended 30 June 2002 relates to the disposal of the
Group's 50% interest in Tib Street, Manchester. The profits from this sale are
included within the heading of 'share of profits in joint ventures and
associates' amounting to £417,000.
Financing costs on all sites were charged against the profit and loss account
during the period, together with ongoing administration costs, resulting in a
loss for the period of £200,000 after tax and minority interests.
Following the acquisition of the remaining interests in Pathfinder Recovery
Ventures Limited, its assets, and those of Pathfinder (Loch Lomond) Limited,
have been consolidated into the Group's balance sheet, resulting in a decrease
in investments in joint ventures and associates and an increase in
work-in-progress and borrowings on our balance sheet. Through this acquisition
the Group also now owns, via a 95% owned subsidiary, 18% of its own shares. In
order to show a consistent valuation for the Group and its assets, these shares
have been revalued in the Group's balance sheet at the reported net asset value
of the Group less associated goodwill, which is included elsewhere in the
balance sheet.
After incorporating these new acquisitions, Group net assets have risen from
£14,803,000 at 31 December 2001 to £15,130,000 at 30 June 2002, representing a
book value of approximately 19p per ordinary share.
Operations
Plans for our phased mixed-use development at River Quarter, Manchester,
continue to progress with discussions with potential development partners,
tenants and purchasers. Phase 2 of the development received planning consent in
July 2002 for 191 residential apartments, 19,500 sq ft of commercial space and
191 car parking spaces.
In July 2002 we also completed the assembly of a 6.5 acre site in Newark, which
is held in a 50% joint venture with our finance partner. We are in talks with a
number of parties about developing the site either as retail space or
residential accommodation and are aiming either to have on-sold the site or
submitted a planning application before the end of the year.
Following a strategic review, we have taken the decision to sell the Loch Lomond
Factory Outlets in Alexandria. Whilst it is a site with good potential for
expansion, it is not core to our business and the cash investment in the site
can be better utilised in the current market in more mainstream urban
redevelopment.
Post balance sheet events
We were very pleased to announce on 30 September 2002 that we had exchanged
contracts to sell our Merchant Village site in Glasgow to Selfridges plc for
£15.3 million. We believe that Selfridges will make an extremely positive
contribution to Glasgow's retail scene in taking forward the site that we have
assembled. The sale is due to complete on 4 October 2002 and will be reflected
in the results for the second half of this year.
The sale will have a positive impact on the Group's net asset value and level of
profitability in the second half year. The Group intends to use the proceeds of
the sale to reduce borrowings and provide development capital for current and
future projects, and in particular, to focus on progressing our other urban
regeneration schemes such as River Quarter in Manchester.
John Parry
Chairman
30 September 2002
PROFIT AND LOSS ACCOUNT
for the period ended 30 June 2002
Notes 6 months to 6 months to 12 months to
30 June 2002 30 June 2001 31 Dec 2001
£'000 £'000 £'000
TURNOVER
Group and share of joint ventures 4 2,100 3,079 4,612
less share of joint ventures (2,100) (2,553) (4,085)
Group turnover - 526 527
Cost of sales (21) (142) (422)
Gross profit (21) 384 105
Administrative expenses (739) (591) (1,803)
(760) (207) (1,698)
Other operating income 130 15 146
Share of profits in joint ventures and associates 417 407 718
OPERATING (LOSS)/ PROFIT 4 (213) 215 (834)
Loss on sale of investment properties - (83) (128)
(213) 132 (962)
Interest receivable 107 156 290
Interest payable (388) (188) (599)
(LOSS)/PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION (494) 100 (1,271)
Taxation Group 259 24 222
Joint ventures and associates 27 (89) (21)
(LOSS)/PROFIT ON ORDINARY ACTIVITIES
AFTER TAXATION (208) 35 (1,070)
Minority interests 8 3 97
(LOSS)/PROFIT ON ORDINARY ACTIVITIES
ATTRIBUTABLE TO MEMBERS (200) 38 (973)
Ordinary dividends - (116) (119)
Loss for the period 7 (200) (78) (1,092)
(Loss)/Earnings per share 11 (0.25p) 0.05p (1.30p)
The operating loss/profit arises from the Group's continuing operations.
A note of profits and losses on a historical cost basis is given in note 5.
A statement of total recognised gains and losses for the period is given in note
9.
BALANCE SHEET
30 June 2002
Notes 30 June 2002 30 June 2001 31 Dec 2001
£'000 £'000 £'000
FIXED ASSETS
Intangible fixed assets 622 - 136
Tangible fixed assets 47 474 47
Investment in joint ventures and
associates
Share of gross assets 2,534 9,995 10,560
Share of gross liabilities (1,888) (5,587) (4,893)
646 4,408 5,667
Investment in Pathfinder Properties 2,345 - -
PLC
Other Investments 152 209 152
3,812 5,091 6,002
CURRENT ASSETS
Work-in-progress 27,440 19,253 21,824
Debtors 884 1,653 866
Cash at bank 4,559 6,207 2,519
32,883 27,113 25,209
CREDITORS: Amounts falling due 6 (9,947) (15,588) (12,452)
within one year
NET CURRENT ASSETS 22,936 11,525 12,757
TOTAL ASSETS LESS CURRENT 26,748 16,616 18,759
LIABILITIES
CREDITORS: Amounts falling due after more than one
year
Bank and other loans (10,440) - (2,084)
PROVISIONS (14) (213) (108)
16,294 16,403 16,567
MINORITY INTERESTS (1,164) (911) (1,764)
15,130 15,492 14,803
CAPITAL AND RESERVES
Called up share capital 7,975 7,734 7,975
Share premium account 1,946 1,862 1,946
Capital reserve 2,494 2,494 2,494
Revaluation reserve 527 97 -
Profit and loss account 7 2,188 3,305 2,388
8 15,130 15,492 14,803
Net assets per share attributable to ordinary 18.97p 20.03p 18.56p
shareholders
CASHFLOW STATEMENT
for the period ended 30 June 2002
Notes 6 months to 6 months to 12 months to
30 June 2002 30 June 2001 31 Dec 2001
£'000 £'000 £'000
NET CASH OUTFLOW FROM
OPERATING ACTIVITIES 10 (3,771) (711) (2,022)
RETURNS ON INVESTMENTS AND SERVICING
OF FINANCE
Interest received 56 131 242
Interest paid (207) (21) (227)
Net cash (outflow)/inflow from returns on investments
and servicing of finance (151) 110 15
TAXATION
Corporation tax paid - (4) (283)
CAPITAL EXPENDITURE AND FINANCIAL
INVESTMENT
Receipts from sales of investment properties - 1,477 1,859
ACQUISITIONS AND DISPOSALS
Purchase of subsidiary undertaking - (5,997) (6,142)
Net cash acquired with subsidiary undertaking 1,702 3,860 (140)
Investments in joint ventures 1,675 1,295 (502)
Net cash inflow/(outflow) from acquisitions and disposals 3,377 (842) (6,784)
EQUITY DIVIDENDS PAID - (352) (471)
FINANCING
Debt due within a year:
Loans drawn down 726 807 5,982
Loans repaid - (420) (4,003)
Debt due in more than one year:
Loans drawn down 1,861 - 2,084
Loans repaid (2) - -
2,585 387 4,063
INCREASE/(DECREASE) IN CASH 2,040 65 (3,623)
NOTES
1 BASIS
The figures shown for the six months to 30 June 2002 and 30 June 2001 are
unaudited and do not constitute statutory financial statements within the
meaning of the Companies Act 1985. The financial statements for the year ended
31 December 2001 have been reported on by the Company's auditors and delivered
to the Registrar of Companies. The report of the auditors was unqualified and
did not contain a statement under s.237(2) or (3) of the Companies Act 1985.
2 ACCOUNTING POLICIES
The accounting policies adopted are consistent with those applied in previous
years. The provisions of Financial Reporting Standard 19 on Deferred Tax has
been adopted in these Interim financial statements. No material adjustment to
the results, assets or liabilities, arises as a result thereof.
Investment properties are stated at valuation on 31 December 2001 or cost at the
date of acquisition, if later, together with the addition of costs of
enhancement works since that date where appropriate. Investment properties have
not been revalued at 30 June 2002. The investment in Pathfinder Properties PLC
held by a subsidiary of the Group has been revalued by the Directors at 30 June
2002 following its acquistion on the basis of the reported net asset value of
the Group at that date.
3. ACQUISITION OF PATHFINDER RECOVERY VENTURES LIMITED AND FURTHER INTERESTS IN
PATHFINDER (SCOTLAND) LIMITED AND PATHFINDER (RIVER QUAY) LIMITED
On 27 May 2002 the Group acquired the remaining 50% of Pathfinder Recovery
Ventures Limited and the rights to acquire a further 15% of Pathfinder
(Scotland) Limited and Pathfinder (River Quay) Limited for consideration of
£950,000. Pathfinder (Loch Lomond) Limited, which was previously treated as an
associated company, became a subsidiary company during the period as a result of
the acquisition of Pathfinder Recovery Ventures Limited. Assets and liabilities
acquired were revalued on acquisition.
4 SEGMENTAL ANALYSIS
6 months to 6 months to 12 months to
30 June 2002 30 June 2001 31 Dec 2001
£'000 £'000 £'000
Turnover:
Development 2,100 3,053 4,585
Investment - 26 27
2,100 3,079 4,612
Operating profit
Development 504 757 979
Investment (59) (3) (104)
445 754 875
Common costs (658) (539) (1,709)
(213) 215 (834)
5 NOTE OF HISTORICAL COST PROFIT AND LOSSES
6 months to 6 months to 12 months to
30 June 2002 30 June 2001 31 Dec 2001
£'000 £'000 £'000
(Loss)/profit on ordinary activities before taxation (494) 100 (1,271)
Realisation of revaluation gains of previous periods - 516 647
Historical cost (loss)/profit on ordinary activities before (494) 616 (624)
taxation
6 CREDITORS DUE WITHIN ONE YEAR 30 June 2002 30 June 2001 31 Dec 2001
£'000 £'000 £'000
Bank loans and overdrafts 4,907 6,918 4,245
Other development loans 3,079 6,596 5,212
Other creditors and accruals 1,961 2,074 2,995
9,947 15,588 12,452
7 PROFIT AND LOSS ACCOUNT
6 months to 6 months to 12 months to
30 June 2002 30 June 2001 31 Dec 2001
£'000 £'000 £'000
Brought forward 2,388 2,979 2,979
Transfer from revaluation reserve - 404 501
Retained loss for the period (200) (78) (1,092)
Carried forward at end of period 2,188 3,305 2,388
8 SHAREHOLDERS' FUNDS
6 months to 6 months to 12 months to
30 June 2002 30 June 2001 31 Dec 2001
£'000 £'000 £'000
Retained loss for the period (200) (78) (1,092)
Shares issued in period - 945 1,270
Other recognised gains relating to the period 527 - -
327 867 178
Brought forward 14,803 14,625 14,625
Carried forward at end of period 15,130 15,492 14,803
9 STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
6 months to 6 months to 12 months to
30 June 2002 30 June 2001 31 Dec 2001
£'000 £'000 £'000
(Loss)/ profit for the period attributable to members (200) 38 (973)
Revaluation of investment in Pathfinder Properties PLC 527 - -
Total recognised gains and losses relating to the period 327 38 (973)
10 RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS
6 months to 6 months to 12 months to
30 June 2002 30 June 2001 31 Dec 2001
£'000 £'000 £'000
Operating (loss)/profit (213) 215 (834)
Share of profits in joint ventures and associates (417) (407) (718)
Increase in work-in-progress (1,718) (165) (1,188)
Decrease in debtors 212 940 1,824
Decrease in creditors (1,541) (1,294) (1,200)
Decrease/(increase) in general provisions (94) - 94
(3,771) (711) (2,022)
11 EARNINGS PER SHARE
The loss/earnings per ordinary share are based on the loss after taxation and
minority interests and on 79,745,428 (31 December 2001: 74,654,876 ordinary
shares) being the weighted average number of ordinary shares in issue during the
period.
A copy of this statement is being sent to all shareholders and further copies
may be obtained from the company by writing to Pathfinder Properties PLC,
Capital House, Michael Road, London SW6 2YH or from the FT Free Annual Reports
Service, details of which can be found in the Financial Times.
For further information, contact:
Malcolm Bacchus, Director Tel: (020) 7736 9669
Andrew Marshall, Marshall Robinson Roe Tel: (020) 7489 2033
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