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