RNS Number:6845F
Quays Group PLC
31 December 2002
QUAYS GROUP PLC
Interim results for the six months to 30 September 2002
31 December 2002
CHAIRMAN'S STATEMENT
I am pleased to inform you that the acquisition of the Poole interests,
announced in January 2002, from Orb Estates Plc, concluded on the 16th August
2002. These interim results, are for the six months ended 30th September 2002.
The Poole interests consisted of a number of companies which between them own
four properties on the quayside of Poole Harbour, Dorset, and an option to
acquire a newly incorporated company holding a fifth property in Poole. The
five properties are as follows:
Dolphin Quays
Dolphin Quays, located on the quayside at Poole with outstanding views over the
harbour, will become a key part of the town centre. Dolphin Quays is a new
mixed use residential and retail project, which is currently in the course of
development. When completed, Dolphin Quays will consist of 105 residential
apartments, the majority of which have sea views, and 70,000 square feet of
retail and leisure space to complement the existing quayside visitor
attractions.
The residential apartments were first launched onto the market in the summer of
2001, of which 85 per cent have been sold off-plan, prior to their completion,
for a consideration of approximately #31.7 million.
The principal building contractor for Dolphin Quays is Taylor Woodrow
Construction Limited ("Taylor Woodrow"). To date, works have progressed to the
stage where the building envelope is essentially complete on approximately 60
per cent of the development. The contractors are currently behind the phased
development programme, with the first phase of the residential development now
anticipated for completion by April 2003 and the retail space by July 2003. It
is expected that liquidated damages will be claimed from Taylor Woodrow for
failure to deliver the project within the agreed timetable.
This project is being funded from a #50 million facility provided to Poole
Developments by the Royal Bank of Scotland International Limited. This facility
is due for repayment on 15 July 2003
The Quay Thistle Hotel
The Quay Thistle Hotel is a four star hotel, located on the quayside in Poole,
next to Dolphin Quays overlooking the Quay Yacht Haven. It has 70 guest
bedrooms in a two-storey building, which has been trading for a number of years.
It enjoys a high level of occupancy, due to there being few competing hotels
in Poole.
The land and buildings are owned by Orb Hotels Poole Limited, financed by a loan
provided by Halifax Bank of Scotland Plc of #14 million, secured on the land and
buildings. The Board are currently discussing the proposals for the wider Poole
site with Poole Borough Council and English Heritage. It is anticipated that an
outline planning application will be submitted to Poole Borough Council in early
January 2003.
Poole Pottery Retail
Poole Pottery Retail is situated adjacent to the Dolphin Quays residential and
retail development, and is leased by Dolphin Quays Limited, a subsidiary of
Poole Pottery. The retail facility is an essential feature of the Dolphin Quays
development, and its current site is considered by the Southern Tourist Board as
Dorset's most popular tourist attraction, with in excess of one million visitors
every year.
On completion of the Dolphin Quays development, it is intended that the retail
facility will be relocated to Dolphin Quays. The existing retail site will form
part of the planning application being submitted in January 2003. It is
proposed that a mixed use retail and residential scheme will be developed on
this site.
The Quay Yacht Haven
Poole Developments Limited owns 73 per cent of the issued share capital of Poole
Harbour Services Limited, with the remaining 27 per cent owned by Poole Harbour
Commissioners. Poole Harbour Services owns and operates the Quay Yacht Haven,
which is located on the quayside in Poole, in front of Dolphin Quays and Quay
Thistle Hotel.
The Quay Yacht haven has capacity for 100 visitor boats and 70 local fishing
vessels. The enterprise is operated by Poole Harbour Commissioners for Poole
Harbour Services, and earns revenue from visiting boats and fishing boats. The
synergy between the Yacht Haven and Dolphin Quays is evident in that the
apartments will overlook a well-managed marine environment, and the boat owners
using the Quay Yacht Haven will have access to the new toilet and retail
facilities within seconds of coming ashore.
Old Orchard
Old Orchard is a multi-storey office building located between Dolphin Quays and
the main shopping area of Poole, and is designed to form a link between the High
Street and Dolphin Quays.
Old Orchard is the subject of the Old Orchard option with Orb Estates Plc, which
can be exercised by the Company at any time between 16 August 2003 and 16 August
2004 for nil consideration. If the Company exercises its option, and Orb
Estates Plc is unable to fulfil its obligations, then Orb Estates Plc are
obliged to pay Quays Group #8,550,000 plus interest.
The proposed planning application to Poole Borough Council will provide for a
conversion of this office building to a proposed hotel with conference and
banqueting facilities.
Results for the six month period
The profit and loss account for the six month period shows a turnover of
#524,000 (2001: nil) derived from rental income and the current operational
businesses on Poole Quay. This revenue has contributed to the servicing of the
Group's debt and the ongoing running costs in Quays Group Plc. The profit
before tax of #213,000 provides the stepping stone for a group which in 2003
will crystallise a substantial profit before amortisation of goodwill on its
pre-sold residential apartments which are due for completion with effect from
April 2003. In the next twelve months the Directors anticipate that the Group
will start to benefit from turnover rents from the retail outlets that are
currently being constructed and marketed.
Goodwill of #14,406,000 was created on the acquisition of the Poole interests.
This goodwill arose as a consequence of the interpretation of value and worth of
properties highlighted in the AIM Admission Document. This Board will review
the carrying value of goodwill, as planning for the wider scheme and apartment
sales progresses.
A further point to highlight in the period is the successful negotiation of a
prior year Corporation Tax refund of #279,000, received in October 2002.
Outlook
The Board believes that the management team under Peter Mills have made good
progress with the development and look forward to the completion of Phase 1 and
the submission of a planning application for the Thistle hotel site and the Old
Orchard offices in the new year. The Board continues to believe the intrinsic
value of this development, and will seek further opportunities to complement the
existing operations.
Charles Helvert
Chairman
Unaudited summary consolidated profit and loss account for the period ended 30
September 2002.
Note Six months to Six months to Year to
30 September 2002 30 September 2001 31 March
2000
(unaudited) (unaudited) (audited)
#'000 #'000 #'000
Turnover 524 - -
Cost of sales (141) - -
_______ _______ _______
Gross profit 383 - -
Administrative expenses (290) (572) (344)
Other operating income - 1 1
_______ _______ _______
Operating profit / (loss) 93 (571) (343)
Profit on sale/termination of
discontinued operations - - 162
Profit/(loss) on ordinary
activities before interest 93 (571) (181)
Net interest receivable and
similar charges 120 309 321
________ ________ ________
Profit/(loss) on ordinary
activities before taxation 213 (262) 140
Tax on profit/(loss) on ordinary
activities 279 - -
_________ _________ _________
Profit/(loss) on ordinary
activities after taxation 492 (262) 140
Dividends (including dividends in
respect of non-equity shares) 1 (10) (10) (19)
Minority interest (5) - -
__________ __________ ________
Retained profit/(loss) for the
period/year 477 (272) 121
__________ __________ ________
Earnings/(loss) per ordinary share
- basic and diluted 2 0.66p (0.67p) 0.29p
The Group has no recognised gains and losses, other than the profits and losses
above and, therefore, no separate statement of total recognised gains and losses
has been presented.
Unaudited summary consolidated balance sheet at 30 September 2002
Note Six months to 30 Six months to 30 Year to
Sep 2002 Sep 2001
31 Mar 2002
(unaudited) (unaudited) (audited)
#'000 #'000 #'000
Fixed assets
Tangible assets 61,848 - -
Intangible assets - goodwill 14,318 - -
Investments - - -
_______ _______ ________
76,166 - -
Current assets
Other stock 16 - -
Development properties held for resale 19,107 - -
________ ________ ________
Total stock 19,123 - -
Debtors 10,113 404 11,617
Short term investments 4,201 11,707 -
Secured deposits 929 - -
________ ________ ________
Total investments 5,130 11,707 -
Cash at bank 138 - -
________ ________ ________
34,504 12,111 11,617
Creditors: amounts falling due within
one year (67,069) (717) (1,030)
________ ________ ________
Net current (liabilities)/assets (32,565) 11,394 10,587
________ _________ ________
Total assets less current liabilities 43,061 11,394 10,587
Creditors: amounts falling due after
more than one year (1,063) - -
Provision for liabilities and charges - (1,200) -
________ ________ _______
42,538 10,194 10,587
________ ________ ________
Capital and reserves
Called up share capital 16,865 4,349 4,349
Share premium account 19,054 282 282
Profit and loss account 6,433 5,563 5,956
________ _________ _________
Shareholders' funds 42,352 10,194 10,587
Minority interests (equity) 186 - -
________ _________ _________
42,538 10,194 10,587
________ ________ ________
Analysed as:
Equity interests 42,338 9,994 10,387
Non-equity interests 200 200 200
_______ ________ _________
42,538 10,194 10,587
________ ________ _________
Net assets per ordinary share 2 25.4p 24.1p 25.0p
Unaudited summary consolidated cash flow statement for the period ended 30
September 2002
Six months to Six months to Year to
30 Sep 2002 30 Sep 2001 31 Mar 2002
(unaudited) (unaudited) (audited)
#'000 #'000 #'000
Net cash inflow/(outflow) from
operating activities 31,123 (92) (12,038)
________ _________ _________
Returns on investments and servicing of
finance
Interest received 6 43 321
Interest paid (237) - -
Non-equity dividends paid (10) (10) (19)
________ _________ _________
Net cash (outflow)/inflow from returns
on investments and servicing of finance (241) 33 302
Capital expenditure and financial
investment
Purchase of tangible fixed assets (394) - -
Net cash outflow from capital
expenditure and financial investment (394) - -
Acquisitions and disposals
Purchase of subsidiary undertakings (823) - -
Net cash acquired with subsidiary
undertakings 26 - -
_______ _________ _________
Net cash outflow from acquisitions and
disposals (797) - -
________ _________ _________
Net cash (outflow)/inflow before
management of liquid resources and
financing (2,265) (59) 11,700
________ _________ _________
Management of liquid resources
Purchase of short term investments (3,956) (43) -
Withdrawls from short term investments - 36 -
________ ________ ________
Net cash outflow from management of
liquid resources (3,956) (7) (36)
Financing
Net drawdown of bank loans 2,262 - -
_________ ________ _________
Net cash outflow from financing 2,262 - -
_________ ________ ________
Decrease in cash in the period/year (3) (66) (36)
Reconciliation of operating profit/(loss) to net cash inflow/(outflow) from
operating activities
Operating profit/(loss) 93 (571) (343)
Depreciation on tangible fixed assets 30 - -
Amortisation of goodwill 88 - -
Increase in stocks (4) - -
Increase in development properties for sale (1,839) - -
Decrease/(increase) in debtors 12,198 109 (11,370)
(Increase)/decrease in creditors (7,443) 370 713
Decrease in provisions - - (1,200)
Release of provisions for termination of
discontinued activities - - 162
________ _______ ________
Net cash inflow/(outflow) from operating
activities 3,123 (92) (12,038)
________ _______ ________
At 31 March Cashflow Acquired with Non cash At 30 Sept
2002 subsidiary payments 2002
undertaking
#'000 #'000 #'000 #'000 #'000
Analysis of debt
Current asset
investments - 3,956 - 245 4,201
Secured deposits - - 925 4 929
Cash in bank and in
hand - 138 - - 138
Bank overdrafts (27) (141) - - (168)
Debt due within one
year - (2,262) 56,346 (10) (58,618)
Debt due after one
year - - (1,063) - (1,063)
________ ________ _______ ________ _______
(27) 1,691 (56,484) 239 (54,581)
________ ________ ________ ________ ________
Reconciliation of net cash flow to movement in net funds
Note Six months to Six months to Year to
30 Sep 2002 30 Sep 2001 31 Mar 2002
(unaudited) (unaudited) (audited)
#'000 #'000 #'000
Decrease in cash during the period/year (3) (92) (36)
Increase/(decrease) in current asset
investments 4,201 - (11,700)
Increase in secured deposits 4
Cash outflow from decrease in debt (2,262) - -
Net debt acquired with subsidiaries (56,484) - -
Other non cash movement (10) - -
_______ ________ ________
Change in net funds resulting from cash flows (54,554) (92) (11,736)
Opening net funds (27) 11,709 11,709)
________ ________ ________
Closing net (debt)/funds (54,581) 11,617 (27)
_________ _________ ________
1. Dividends
Note Six months to Six months to Year to
30 Sep 2002 30 Sep 2001 31 Mar 2002
(unaudited) (unaudited) (audited)
#'000 #'000 #'000
Interim dividend payable on non-equity shares
9.5% cumulative preference shares 10 10 19
___________ _________ _________
10 10 19
__________ _________ _________
2. Profit/loss per ordinary share
Note Six months to Six months to Year to
30 Sep 2002 30 Sep 2001 31 Mar 2002
(unaudited) (unaudited) (audited)
#'000 #'000 #'000
Profit/(loss) for the financial period/year 487 (262) 140
Less: preference dividend (10) (10) (19)
_________ _________ _________
477 (272) 121
_________ __________ _________
Normal weighted average number of shares in
issue and ranking for dividend 72,269,466 40,894,700 41,494,700
The net assets per ordinary share is calculated by reference to the equity interests of #42,338,000
and 166,645,390 ordinary shares in issue at 30 September 2002.
3. Reconciliation of movements in
shareholders' funds
Note Six months to Six months to Year to
30 Sep 2002 30 Sep 2001 31 Mar 2002
(unaudited) (unaudited) (audited)
#'000 #'000 #'000
Profit/(loss) for the period/year 492 (262) 140
Dividends (10) (10) (19)
Share capital issued 31,124 - -
__________ __________ __________
Net increase/(decrease) in shareholders' funds 31,606 (272) 121
Opening shareholders' funds 10,587 10,466 10,466
__________ __________ __________
Closing shareholders' funds 42,352 10,194 10,587
__________ __________ __________
1. Bases of Preparation and Financial Information
The interim statement has been prepared on the basis of the accounting policies
set out in the Group's annual financial statements for the year ended 31 March
2002, subject to additional accounting policies following the purchase of the
Poole interests, which are as follows:
Freehold group properties
Properties currently occupied by subsidiary undertakings, or properties used in
the nature of trade, but held by Quays Group Plc for their long term investment
potential, are accounted for as freehold group properties. These properties are
revalued annually by independent professional valuers. These properties are
valued on an existing use basis, and as permitted by FRS 15, Tangible Fixed
Assets, the notional acquisition costs are added back to the existing use value
to arrive at valuation for accounting purposes. The aggregate surplus or
deficit is transferred to revaluation reserve, except that a deficit which is in
excess of any previously recognised surplus over depreciated cost relating to
the same property, or the reversal of such a deficit, is charged (or credited)
to the profit and loss account. These properties are depreciated annually over
50 years, except when depreciation is determined to be immaterial.
Stock
Stocks and work in progress are stated at the lower of cost and net realisable
value. Where necessary, provision is made for obsolete and slow moving stocks.
Development properties
Development properties held for the long term are valued at open market value,
and are classified as fixed asset properties. Surpluses and deficits
attributable to the Company and Group arising from revaluation are taken to the
revaluation reserve.
Development properties held for resale are shown as current assets, and are
stated at the lower of cost and net realisable value. Cost includes the cost of
acquisition, professional fees, construction costs and capitalised interest, but
excludes overheads. Sales of development properties are recognised on exchange
of contracts, or, if exchange is conditional, on the date all material
conditions have been satisfied. During the construction period, profits are not
recognised, but provision is made for any foreseeable losses.
In the event that it is decided a development property held for resale will be
retained as an investment, it is transferred to the Group's investment portfolio
at the lower of cost and net realisable value at the date of transfer, and any
loss dealt with in the profit and loss account.
Turnover
Turnover represents the sales of development properties, rental income, hotel
income, marina income and retail income excluding value added tax. Sales of
properties are reflected in the accounts if an unconditional contract is
exchanged by the balance sheet date, and the sale is completed before the date
of approval of the accounts. This is a change to the accounting policy stated
at 31 March 2002. Turnover in the year ended 31 March 2002 has been
reclassified as net interest receivable and similar charges.
Loan arrangement costs
Costs relating to the issue of term bank loans and facilities are amortised over
the estimated life of the loan, and charged to the profit and loss account as
part of the interest expense. These bank loans are disclosed net of unamortised
loan issue costs.
Derivative financial instruments
Derivate financial instruments utilised by the Group are interest rate swaps.
The Group does not enter into speculative derivative contracts. All such
instruments are used for hedging purposes to alter the risk profile of an
existing underlying exposure of the Group in line with the Group's risk
management policies. Amounts payable or receivable in respect of interest rate
swaps are recognised as adjustments to interest expense over the period of the
contracts.
Rental income recognition
Rentals received under operating leases are credited to the profit and loss
account on a straight-line basis over the lease term, even if the payments are
not received on such a basis. Benefits provided as an incentive for the tenant
to sign an operating lease are similarly spread on a straight-line basis over
the lease term, except where the period to the review date on which the rent is
first expected to be adjusted to the prevailing market rate is shorter than the
full lease term, in which case, the shorter period is used.
The financial information contained in this document does not constitute
statutory accounts within the meaning of Section 240 of the Companies Act 1985.
The comparative figures for the financial period ended 30 September 2001 have
been extracted from the company's interim report for that financial period. The
comparative figures for the year ended 31 March 2002 have been extracted from
the statutory accounts for the year ended 31 March 2002. The audit report on
those accounts was unqualified, and those statutory accounts have been filed
with the Registrar of Companies.
2. Administrative expenses
The administrative expenses of #290,000 (6 months to 30 September 2001:
#572,000) includes amortisation of goodwill of #88,000 (6 months to 30 September
2001: #nil).
3. Taxation
There is no taxation charge due to the availability of losses. The taxation
credit of the year of #279,000 has arisen in respect of prior period
overpayments.
4. Other Information
The Interim Statement was approved by the Directors on 30 December 2002.
Enquiries
Quays Group Plc
Charles Helvert, Chairman Tel.: 0207 495 8801
HCP Lake Communications Group
Kirk Hoatson
Michael Carr Tel.: 0207 840 7490
This information is provided by RNS
The company news service from the London Stock Exchange
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