Interim Results

Terrace Hill Group PLC 07 July 2005 For embargoed release at 7am 7 July 2005 TERRACE HILL GROUP PLC HALF YEARLY REPORT FOR THE SIX MONTHS to 30 APRIL 2005 CHAIRMAN'S STATEMENT I am pleased to present the Group's Unaudited Accounts for the six months to 30 April 2005 and my Report on that half year where Triple Net Asset Value has shown an encouraging 10% increase to 44.02p per share in the period. We have continued to make excellent progress with our commercial development programme, acquiring a number of new sites, obtaining favourable planning consents, letting and disposing of several mature assets. Two office buildings, which we held in our books as investments for the long term in anticipation of rental growth, have been sold at a keen price due to the strong demand from investors. At 11 Berkeley Street, our joint venture office refurbishment in Mayfair, we sold the investment to clients of ING for £13.7 million at a yield of 5.37%. Following the letting of our joint venture office development UB1 in Uxbridge to Hertz Corporation, investor demand was so strong that we decided to sell the building, selling to NFU (pension fund) for £25.2 million at a yield of 5.68%. New office and industrial development sites in London and the South East are also under offer or in solicitors hands which will help to strengthen our ongoing development programme and expand our land bank. Substantial interest has also been shown in the investment sale of our completed joint venture development at 16 Berkeley Street. Further office and industrial units were sold to owner occupiers in new phases of our schemes in Guildford and Tunbridge Wells, showing continued strong demand in this sector. We are looking to commence similar developments at our sites near Farnborough and Wokingham. In the regions we have continued to make good progress with healthy levels of occupier demand for our new developments. In the North East final preparations are underway for the construction of our 83,000 sq. ft. office development at Gallowgate in Newcastle, where we are already seeing considerable tenant interest. At Manhattan Gate in Middlehaven, Middlesbrough's 50 acre flagship regeneration project, our first joint venture development is nearing completion with good tenant interest being shown. At Baltic Business Quarter infrastructure works on the first phase are nearing completion. We have recently received planning consents for retail warehouse use on our sites in Blyth and Bishop Auckland totalling 116,000 sq. ft. and are now arranging pre-lets prior to commencement on site. In Galashiels, we anticipate obtaining an open A1 retail consent for 45,000 sq. ft. this summer. In the South West and South Wales our developments have progressed well with Templar House, our 90,000 sq. ft. office development in Bristol City Centre, under offer to an owner occupier. In Swansea, the Welsh Development Agency has pre-let the whole of Cyprium, our 40,000 sq. ft. office development on the Swansea waterfront. We have also been selected by the WDA to develop the next phase of offices in the same area. The residential division continued to focus on its core holdings in Scotland, Newcastle and Manchester disposing of 48 flats and houses in the six months. There remain 371 units in the investment portfolio. The Glasgow Green development is progressing smoothly. Further land has been added improving access at Shotts in Lanarkshire, where a planning application for residential development will be made shortly. Triple Net Asset Value Our proforma Triple Net Asset Value ('TNAV') per share at 30 April 2005 was 44.02p up from 39.99p at October 2004, an increase of 10.08%. The principal adjustments we make in arriving at a TNAV are to revalue current work-in-progress and to allow for tax that would be payable were we to realise our assets at the revalued amounts. TNAV is the principal means by which we measure our performance. Our Net Asset Value, after allowing for minority interests, has risen from £70.84 million to £74.25 million, an increase of £3.41 million. Net Asset Value per share was up from 38.12p at 31 October 2004 to 39.66p at 30 April 2005. Balance Sheet at 30 April 2005 Total Group assets at 30 April 2005 were £175.3 million compared to £180.6 million at 31 October 2004, and net assets, after minority interest, were £74.2 million (31 October 2004: £70.8 million) an increase of £3.4 million. Bank debt of £80.0 million net of £8.7 million cash stood at 107% of equity (31 October 2004: 81.6%). Properties held as investments were £76.4 million (£36.7 million residential and £39.7 million commercial) compared to £91.1 million at October 2004. Work in progress at £67.8 million (£63.9 million commercial and £3.9 million residential) is up from £55.7 million in October 2004. Profit & Loss Account Profit before and after tax for the period was £386,534 (6 months to April 2004: £776,000). Operating profit, at £1.186 million, (6 months to April 2004: £2.082 million) reflected fewer development disposals in the period. The timing of sales of developments impacts on realisation of profit. Corporate Acquisitions As announced on 19 April 2005 we acquired the minority interest in Terrace Hill North East Limited from our Managing Director Philip Leech at a cost of £1.1m with 50% payable in cash and 50% in shares. A subsidiary SERAH Properties plc ('SERAH') acquired and cancelled 95,400 of its own ordinary shares at a cost of £74,787 and as a result the group's interest in the share capital of SERAH has increased to 86.69%. Dividend The Directors have decided to pay an interim dividend in respect of the half year under review of 0.5p per share (half year to 30 April 2004: 0.3p). This will be paid on 26 August 2005 to shareholders on the Register at 12 August 2005. This dividend increase reflects our progressive dividend policy and our confidence in the future. The Future We have strengthened our professional team with the appointment of new development surveyors and project coordinators in London and the South West, who are helping to manage our existing development programme and to add to our land bank through judicious acquisitions of new opportunities. We have also appointed an experienced fund manager from Morley who will be joining us in September with a remit to help create an asset management and co-investment business to augment our existing development activities leveraging off the strong Terrace Hill brand. I continue to be extremely encouraged by the expansion of our development programme and the underlying strengths of the occupier and investment markets in our specialist sectors. Currently, we are working on an institutional development fund which will considerably assist the build up of our development programme. I believe we will show a further good growth in Triple Net Asset value over the rest of the year and beyond. Robert F M Adair Chairman 7 July 2005 TERRACE HILL GROUP PLC UNAUDITED CONSOLIDATED PROFIT & LOSS ACCOUNT 6 months to Year to 6 months to 30-Apr-05 31-Oct-04 30-Apr-04 £000 £000 £000 (unaudited) (audited) (unaudited) TURNOVER Group and share of joint venture 11,924 27,495 9,290 Less: share of joint venture turnover (1,256) (4) - -------- -------- -------- Group turnover: continuing operations 10,668 27,491 9,290 -------- -------- -------- GROUP OPERATING PROFIT Continuing operations 927 5,302 2,082 Share of joint venture operating profit/(loss) 259 (43) - -------- -------- -------- TOTAL OPERATING PROFIT 1,186 5,259 2,082 Continuing operations: Amounts written off unlisted investments - (144) 4 (Loss)/gain on disposal of fixed asset investments (1) 1 - Net gain on disposal of investment property 997 3,252 456 Permanent diminution in value of an investment property - (279) - Discontinued operations: (Loss)/gain on liquidation of former subsidiary (123) 143 143 Net interest payable (1,672) (4,148) (1,909) -------- -------- -------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAX 387 4,084 776 Taxation credit - 3 - -------- -------- -------- PROFIT ON ORDINARY ACTIVITIES AFTER TAX 387 4,087 776 Minority interest 5 (256) (71) -------- -------- -------- PROFIT ATTRIBUTABLE TO MEMBERS OF PARENT COMPANY 392 3,831 705 Dividends (936) (1,487) (561) -------- -------- -------- TRANSFER TO RESERVES (544) 2,344 144 -------- -------- -------- Basic and diluted earnings per share 0.211p 2.238p 0.453p -------- -------- -------- -------- -------- -------- TERRACE HILL GROUP PLC UNAUDITED SUMMARISED CONSOLIDATED BALANCE SHEET 30-Apr-05 31-Oct-04 30-Apr-04 £000 £000 £000 (unaudited) (audited) (unaudited) FIXED ASSETS Intangible Assets Positive goodwill 3,079 2,468 2,586 Negative goodwill (1,864) (1,921) (2,857) -------- -------- -------- 1,215 547 (271) Tangible Assets Investment properties 76,414 91,165 103,306 Other tangible assets 186 216 206 -------- -------- -------- 76,600 91,381 103,512 Investments Joint venture- share of gross assets 3,573 4,033 - Joint venture-share of gross liabilities (3,243) (3,940) - -------- -------- -------- 330 93 - Investments in associates - - 528 Other fixed asset investments 123 446 101 -------- -------- -------- 453 539 629 -------- -------- -------- 78,268 92,467 103,870 CURRENT ASSETS Work in progress 67,752 55,687 21,972 Debtors 20,601 14,627 24,491 Cash at bank and in hand 8,700 17,801 5,696 -------- -------- -------- 97,053 88,115 52,159 CREDITORS: amounts falling due within one year Borrowings (19,454) (30,928) (27,260) Other creditors (10,660) (33,295) (8,263) -------- -------- -------- (30,114) (64,223) (35,523) -------- -------- -------- NET CURRENt ASSETS 66,939 23,892 16,636 -------- -------- -------- TOTAL ASSETS LESS CURRENT LIABILITIES 145,207 116,359 120,506 CREDITORS: amounts falling due after more than one year (70,487) (44,672) (51,482) PROVISIONS FOR LIABILITIES AND CHARGES (122) (122) (477) -------- -------- -------- NET ASSETS 74,598 71,565 68,547 -------- -------- -------- -------- -------- -------- CAPITAL AND RESERVES Called up share capital 3,716 3,716 3,737 Shares to be issued 558 - - Share premium account 19,369 19,369 19,369 Revaluation reserve 21,332 21,492 21,170 Capital redemption reserve 849 849 821 Merger reserve 7,875 8,115 8,686 Profit and loss account 20,550 17,300 11,735 -------- -------- -------- EQUITY SHAREHOLDERS FUNDS 74,249 70,841 65,518 MINORITY INTERESTS 349 724 3,029 -------- -------- -------- 74,598 71,565 68,547 -------- -------- -------- -------- -------- -------- TERRACE HILL GROUP PLC STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 6 months to Year to 6 months to 30-Apr-2005 31-Oct-04 30-Apr-04 £000 £000 £000 (unaudited) (audited) (unaudited) Profit attributable to members of the parent company excluding share of profit/(loss) of joint venture company 155 3,888 705 Share of joint venture profit/ (loss) for period 237 (57) - -------- -------- -------- Profit attributable to members of the parent company 392 3,831 705 Unrealised surplus on revaluation of properties 3,391 13,161 9,737 Unrealised surplus on revaluation of unlisted investments 3 11 11 -------- -------- -------- Total recognised gains and losses relating to period 3,786 17,003 10,453 -------- -------- -------- -------- -------- -------- GROUP STATEMENT OF CASH FLOWS 6 months to Year to 6 months to 30-Apr-05 31-Oct-04 30-Apr-04 £000 £000 £000 (unaudited) (audited) (unaudited) Cash (outflow) from operating activities (50,788) (7,086) (7,042) Returns on investments and servicing of finance (1,806) (3,987) (1,965) Taxation (769) (7) - Capital expenditure and financial investment 32,363 20,306 8,162 Acquisitions and disposals (216) (9,682) (8,002) Equity dividends paid (929) (788) (231) -------- -------- -------- Cash (outflow) before liquid resources and financing (22,145) (1,244) (9,078) Financing 13,168 5,093 2,231 -------- -------- -------- (Decrease)/increase in cash (8,977) 3,849 (6,847) -------- -------- -------- -------- -------- -------- Reconciliation of group operating profit to net cash (outflow) from operating activities £000 £000 £000 Operating profit 927 5,302 2,082 Depreciation 47 81 17 Loss on sale of other tangible fixed assets 12 - - Positive goodwill amortisation and impairment losses 69 169 81 (Increase) in stock (22,854) (36,758) (3,136) (Increase)/decrease in debtors (7,925) 1,805 (4,306) (Decrease)/increase in creditors (21,064) 22,315 (1,780) -------- -------- -------- Net cash (outflow) from operating activities (50,788) (7,086) (7,042) -------- -------- -------- GROUP RECONCILIATION OF SHAREHOLDERS' FUNDS 6 months to Year to 6 months to 30-Apr-05 31-Oct-04 30-Apr-04 £000 £000 £000 (unaudited) (audited) (unaudited) Total recognised gains and losses 3,786 17,003 10,453 New shares issued - 665 657 Shares to be issued 558 (193) (193) Share premium arising on new shares issued - 7,546 7,546 Merger reserve arising on new shares issued - 1,184 1,084 Purchase of ordinary shares - (409) - Dividend paid to ordinary shareholders (936) (1,487) (561) -------- -------- -------- Total movements during the year 3,408 24,309 18,986 Opening shareholders' funds 70,841 46,532 46,532 -------- -------- -------- Closing shareholders' funds 74,249 70,841 65,518 -------- -------- -------- -------- -------- -------- NOTES BASIS OF PREPARATION These interim accounts are unaudited but have been reviewed by the auditors whose review report is set out in the half-yearly report. The abridged financial information relating to the year ended 31 October 2004 is based on an extract from the latest financial statements, which have been filed with the Registrar of Companies. The report of the auditors on these financial statements was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. The financial information summarised above does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. EARNINGS PER ORDINARY SHARE The calculation of basic and diluted earnings per ordinary share is based on the following: 6 months to Year to 6 months to 30-Apr-05 31-Oct-04 30-Apr-04 £000 £000 £000 Surplus 392 3,831 705 ----------- ----------- ----------- ----------- ----------- ----------- The weighted average number of ordinary shares in issue during the period: Basic and diluted 185,923,602 171,192,098 155,704,845 ----------- ----------- ----------- ----------- ----------- ----------- DIVIDEND The company intends to pay an interim dividend of 0.50p per share. HALF-YEARLY REPORT The half-yearly report will be posted to shareholders shortly and copies will be available, free of charge for one month, from the Company Secretary, Terrace Hill Group PLC, James Sellars House, 144 West George Street, Glasgow, G2 2HG. For further information please contact: Robert Adair, Chairman, Terrace Hill Group PLC Tel: 01845 537 037 Philip Leech, Group Managing Director, Terrace Hill Group PLC Tel: 01642 243 444 Alasdair Robinson, Noble & Company Limited Tel: 0131 225 9677 Hugo de Salis, St Brides Media & Finance Ltd Tel: 020 7242 4477 This information is provided by RNS The company news service from the London Stock Exchange

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