RNS Number:3465D
Property Fund Management plc
27 September 2004
PROPERTY FUND MANAGEMENT PLC:
INTERIM RESULTS
FOR 6 MONTHS ENDED 30TH JUNE 2004
Property Fund Management plc, the specialist property fund manager, announces
interim results for the six months ended 30 June 2004.
* Delays in closing new European Fund EHI has adversely affected results
resulting in a pre-tax loss of #1.91m against a profit of #0.01m in previous
comparative period
* No interim dividend
* At 30 June 2004 PFM's property assets under management were #924m
* Full consolidation of Dutch and French JVs has contributed to the increase in
operating expenses
* Since period end property acquisitions for EHI have commenced with Euro116m now
acquired
* Disposal of residual portfolio of IPII fund has now been contracted
* Recommended offer by Teesland plc for PFM announced
Contacts:
Property Fund Management plc Glyn Hirsch, Chairman
Tel: 020 7535 1818 John Sims, Chief Executive
Andrew Yates, Finance Director
Baron Phillips Associates Baron Phillips
Tel: 020 7920 3161
PROPERTY FUND MANAGEMENT PLC
CHAIRMAN'S STATEMENT
For the six months ended 30 June 2004, Property Fund Management plc (PFM)
recorded a loss before tax of #1.91 million (2003: profit before tax of #0.01
million) on turnover of #4.7 million (2003: #5.0 million). Loss per share for
the period ended 30 June 2004 was 5.74 pence (2003: earnings per share of #0.04
pence). On 30 June 2004, PFM's property assets under management were #924
million (2003: #870 million). The Directors have not declared an interim
dividend for the six months ended 30 June 2004.
We announced on 5 August 2004 that delays in closing the new European Fund (EHI)
would adversely affect these results and it has been primarily the delay in
earning acquisition fees that has impacted negatively in the period. The
period's figures also include the full consolidation of our Dutch and French
joint ventures and this has contributed to the increase in operating expenses.
Since 30 June 2004, the acquisition of properties within EHI has commenced with
Euro116 million having already been acquired. In the UK, the disposal of the
residual portfolio of the Second Industrial Partnership Fund has been
contracted. Both of these developments have generated substantial transaction
fees for the Company.
Shareholders should also note the announcement today of a recommended offer from
Teesland plc for the entire issued and to be issued share capital of PFM (which
it does not already own). Full details of the offer will shortly be posted to
shareholders and your board recommends acceptance of the offer. The terms of the
offer provide PFM Shareholders with the choice of continuing their equity
exposure through participating in a combination of the PFM and Teesland
businesses or realising their PFM shares for cash or a combination of both.
Glyn Hirsch
Chairman
24 September 2004
PROPERTY FUND MANAGEMENT PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE SIX MONTHS ENDED 30 JUNE 2004
Six months Six months Year ended
to 30 June to 30 June 31 December
2004 2003 2003
#'000 #'000 #'000
unaudited unaudited audited
Note
TURNOVER:
Turnover: 4 5,565 5,597 10,748
Group and
share of
joint venture
turnover
Less: share (827) (597) (2,005)
of joint
venture
turnover
------------------- ------------------- -------------------
4,738 5,000 8,743
Cost of sales (1,063) (731) (1,394)
------------------- ------------------- -------------------
GROSS PROFIT 3,675 4,269 7,349
Other operating (5,382) (4,208) (8,608)
expenses
Operating (154) - 1,749
expenses
transferred
(from)/to work
in progress
------------------- ------------------- -------------------
OPERATING (LOSS) (1,861) 61 490
/PROFIT
Share of 49 (77) 305
operating profit
/(loss) in joint
ventures
------------------- ------------------- -------------------
(LOSS)/PROFIT ON (1,812) (16) 795
ORDINARY
ACTIVITIES
BEFORE FINANCE
CHARGES
Net interest
(payable)/ -------- -------- --------
receivable:
Group (101) 26 37
Joint ventures - 2 (6)
-------- -------- --------
(101) 28 31
------------------- ------------------- -------------------
(LOSS)/PROFIT (1,913) 12 826
ON ORDINARY
ACTIVITIES
BEFORE
TAXATION
Tax on (loss)/ 5
profit on -------- -------- --------
ordinary
activities:
Group 611 (15) (183)
Joint (17) 11 (152)
ventures -------- -------- --------
594 (4) (335)
------------------- ------------------- -------------------
(LOSS)/PROFIT (1,319) 8 491
ON ORDINARY
ACTIVITIES
AFTER
TAXATION
Equity 50 1 (79)
minority
interests
------------------- ------------------- -------------------
(LOSS)/PROFIT (1,269) 9 412
FOR THE
FINANCIAL
PERIOD
Equity 6 - (422) (422)
dividends paid
and proposed
------------------- ------------------- -------------------
RETAINED LOSS (1,269) (413) (10)
FOR THE
PERIOD
=================== =================== ===================
EARNINGS PER
SHARE
Basic 7 (5.74p) 0.04p 1.96p
Diluted 7 (5.70p) 0.04p 1.95p
=================== =================== ===================
PROPERTY FUND MANAGEMENT PLC
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
FOR THE SIX MONTHS ENDED 30 JUNE 2004
Six months Six months Year ended
to 30 June to 30 June 31 December
2004 2003 2003
#'000 #'000 #'000
unaudited unaudited audited
(Loss)/profit
for the
financial
period
Group (1,301) 73 281
Joint 32 (64) 131
ventures
------------------- ------------------- -------------------
(1,269) 9 412
(Loss)/profit (16) 23 31
on foreign
currency
translation
------------------- ------------------- -------------------
Total gains (1,285) 32 443
and losses
recognised
since last
annual report
and financial
statements
=================== =================== ===================
PROPERTY FUND MANAGEMENT PLC
CONSOLIDATED BALANCE SHEET
AT 30 JUNE 2004
As at As at As at
30 June 30 June 31 December
2004 2003 2003
#'000 #'000 #'000
unaudited unaudited audited
Note
FIXED
ASSETS
Intangible 8,058 2,392 8,272
assets -
Goodwill
Tangible 988 964 1,040
assets
Investments 8
in joint --------- -------- --------
ventures:
Share of 2,166 2,074 2,111
gross
assets
Share of (1,864) (1,900) (1,841)
gross --------- -------- --------
liabilities
302 174 270
Other 3,568 - -
investments
------------------- ------------------- -------------------
12,916 3,530 9,582
------------------- ------------------- -------------------
CURRENT
ASSETS
Work in 1,595 - 1,749
progress
Debtors 4,709 5,631 4,695
Cash at bank 103 511 524
and in hand
------------------- ------------------- -------------------
6,407 6,142 6,968
CREDITORS: (8,094) (2,799) (7,432)
Amounts
falling due
within one
year
------------------- ------------------- -------------------
NET CURRENT (1,687) 3,343 (464)
(LIABILITIES)
/ASSETS
------------------- ------------------- -------------------
TOTAL ASSETS 11,229 6,873 9,118
LESS CURRENT
LIABILITIES
CREDITORS: (3,512) - -
Amounts
falling due
after more
than one
year
PROVISION FOR (37) (34) (37)
LIABILITIES
AND CHARGES
EQUITY (25) (22) (141)
MINORITY
INTERESTS
------------------- ------------------- -------------------
NET ASSETS 7,655 6,817 8,940
=================== =================== ===================
CAPITAL AND
RESERVES
Called-up 9 1,106 1,056 1,106
share
capital
Share premium 10 4,785 4,793 4,785
account
Other 10 2,425 755 2,425
reserves
Profit and 10 (661) 213 624
loss
account
------------------- ------------------- -------------------
EQUITY 7,655 6,817 8,940
SHAREHOLDERS'
FUNDS
=================== =================== ===================
PROPERTY FUND MANAGEMENT PLC
CONSOLIDATED CASH FLOW STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2004
Six months Six months Year ended
to 30 June to 30 June 31 December
2004 2003 2003
#'000 #'000 #'000
unaudited unaudited audited
NET CASH (847) (1,283) (660)
OUTFLOW FROM
OPERATING
ACTIVITIES
RETURNS ON
INVESTMENT AND
SERVICING OF
FINANCE
Interest 3 26 40
received
Interest (79) - (3)
paid
Dividends paid (66) - -
to minority
interests
------------------- ------------------- --------------------
NET CASH (142) 26 37
(OUTFLOW)/
INFLOW FROM
RETURNS ON
INVESTMENT AND
SERVICING OF
FINANCE
TAXATION 106 (222) (238)
CAPITAL
EXPENDITURE
AND FINANCIAL
INVESTMENT
Purchase of - (75) (89)
intangible
fixed assets
Purchase of (163) (187) (335)
tangible fixed
assets
Proceeds from 40 - 1
sale of fixed
assets
Investments in (3,568) - -
funds
------------------- ------------------- --------------------
NET CASH (3,691) (262) (423)
OUTFLOW FROM
INVESTING
ACTIVITIES
ACQUISITIONS
AND
DISPOSALS
Purchase of - (635) (3,324)
subsidiary
undertakings
Sale of - - (36)
subsidiary
undertaking
Net cash - 239 689
acquired with
subsidiary
undertakings
Net cash - (796) (797)
disposed of
with
subsidiary
undertaking
Investment in - - (50)
joint
venture
------------------- ------------------- --------------------
NET CASH - (1,192) (3,518)
OUTFLOW FROM
ACQUISITIONS
AND
DISPOSALS
EQUITY - (413) (836)
DIVIDENDS
PAID
------------------- ------------------- --------------------
NET CASH (4,574) (3,346) (5,638)
OUTFLOW BEFORE
MANAGEMENT OF
LIQUID
RESOURCES AND
FINANCING
MANAGEMENT OF
LIQUID
RESOURCES
Cash withdrawn - 2,000 2,000
from 1 month
deposit
FINANCING
Issue of - - (8)
ordinary share
capital
New secured 4,094 - -
loan
------------------- ------------------- --------------------
DECREASE IN (480) (1,346) (3,646)
CASH IN THE
PERIOD
=================== =================== ====================
PROPERTY FUND MANAGEMENT PLC
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2004
Six months Six months Year ended
to 30 June to 30 June 31 December
2004 2003 2003
#'000 #'000 #'000
unaudited unaudited audited
RECONCILIATION
OF OPERATING
(LOSS)/PROFIT
TO OPERATING
CASH FLOWS
Operating (1,861) 61 490
(loss)/
profit
Depreciation 395 231 427
and
amortisation
Profit on (25) - (1)
disposal of
fixed assets
Decrease/ 154 - (1,749)
(Increase) in
work in
progress
Decrease/ 418 (1,243) (556)
(Increase) in
debtors
Increase/ 85 (332) 729
(Decrease) in
creditors
Foreign (13) - -
exchange
gains
------------------- ------------------- --------------------
(847) (1,283) (660)
=================== =================== ====================
RECONCILIATION OF
NET CASH FLOW TO
NET (DEBT)/FUNDS
Decrease in (480) (1,346) (3,646)
cash in the
period
Cash inflow (4,094) - -
from increase
in debt and
lease
financing
Cash inflow - (2,000) (2,000)
from increase
in liquid
resources
------------------- ------------------- --------------------
Change in net (4,574) (3,346) (5,646)
debt resulting
from cash
flows
Translation 35 - -
difference
------------------- ------------------- --------------------
Movement in (4,539) (3,346) (5,646)
net debt in
the period
Net (debt)/ (1,789) 3,857 3,857
funds at the
beginning of
the period
------------------- ------------------- --------------------
Net (debt)/ (6,328) 511 (1,789)
funds at the
end of the
period
=================== =================== ====================
ANALYSIS OF
NET (DEBT)/
FUNDS
Cash in hand, 103 522 524
at bank
Overdrafts (2,417) (11) (2,313)
------------------- ------------------- --------------------
(2,314) 511 (1,789)
------------------- ------------------- --------------------
Debt due after (3,512) - -
one year
Debt due (502) - -
within one
year
------------------- ------------------- --------------------
(4,014) - -
------------------- ------------------- --------------------
Net (debt)/ (6,328) 511 (1,789)
funds at the
end of the
period
=================== =================== ====================
PROPERTY FUND MANAGEMENT PLC
RECONCILIATION OF MOVEMENTS IN GROUP SHAREHOLDERS' FUNDS
FOR THE SIX MONTHS ENDED 30 JUNE 2004
Six months Six months Year ended
to 30 June to 30 June 31 December
2004 2003 2003
#'000 #'000 #'000
unaudited unaudited audited
(Loss)/Profit (1,269) 9 412
for the
financial
period
Other (16) 23 31
recognised
gains and
losses
relating to
the year
(net)
------------------- ------------------- -------------------
(1,285) 32 443
Dividends - (422) (422)
paid and
proposed on
equity
shares
New shares - 685 2,397
issued (net
of issue
costs)
------------------- ------------------- -------------------
Net (1,285) 295 2,418
(deduction)/
addition to
shareholders'
funds
Opening 8,940 6,522 6,522
shareholders'
funds
------------------- ------------------- -------------------
Closing 7,655 6,817 8,940
shareholders'
funds
=================== =================== ===================
PROPERTY FUND MANAGEMENT PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2004
1. BASIS OF PREPARATION
The financial information is prepared on the historical cost
basis and in accordance with applicable UK accounting standards. It comprises
consolidated financial information on two companies under common ownership and
management control, Property Fund Management plc and The iO Group Limited. The
results and net assets of these two entities have been aggregated using merger
accounting principles.
2. BASIS OF CONSOLIDATION
Subsidiary undertakings are accounted for from the effective date of
acquisition.
Entities in which the Group holds an interest on a long-term
basis and which are jointly controlled by the Group and one, or more, other
ventures under a contractual arrangement are treated as joint ventures.
3. ACCOUNTING POLICIES
The six months' figures are unaudited and accounting policies are as stated in
the last annual accounts of the Group.
4. SEGMENTAL INFORMATION
Six months Six months Year ended
to 30 June to 30 June 31 December
2004 2003 2003
#'000 #'000 #'000
unaudited unaudited audited
Turnover by
class of
business
Property 4,990 4,897 9,041
fund
management
Insurance 575 700 1,707
broking
------------------- ------------------- -------------------
5,565 5,597 10,748
Less share
of joint
venture
turnover:
Property (252) (597) (998)
fund
management
Insurance (575) - (1,007)
broking
------------------- ------------------- -------------------
4,738 5,000 8,743
=================== =================== ===================
Turnover by
geographical
segment
United 3,527 3,607 6,736
Kingdom
Europe 2,038 1,990 4,012
------------------- ------------------- -------------------
5,565 5,597 10,748
Less share
of joint
venture
turnover:
United (628) - (1,040)
Kingdom
Europe (199) (597) (965)
------------------- ------------------- -------------------
4,738 5,000 8,743
=================== =================== ===================
5. TAXATION
The tax credit for the six months to 30 June 2004 has been provided at the
estimated rate applicable for the year.
6. DIVIDENDS PAID AND PROPOSED ON EQUITY SHARES
Six months Six months Year ended
to 30 June to 30 June 31 December
2004 2003 2003
#'000 #'000 #'000
unaudited unaudited audited
Interim paid - - 422
Interim proposed - 422 -
------------------- ------------------- -------------------
- 422 422
=================== =================== ===================
7. EARNINGS PER SHARE
The calculations for earnings per share are based on the following profits and
numbers of shares:
As at As at As at
30 June 30 June 31 December
2004 2003 2003
#'000 #'000 #'000
unaudited unaudited audited
(Loss)/profit for the (1,269) 9 412
financial period
============= ============= =============
Weighted average
number of Number of Number of Number of
shares: shares shares shares
For basic earnings per 22,124,895 20,947,187 21,058,689
share
Exercise of share 145,441 8,020 73,245
options
------------------- ------------------- -------------------
For diluted earnings 22,270,336 20,955,207 21,131,934
per share
=================== =================== ===================
8. INVESTMENTS IN JOINT VENTURES
As at As at As at
30 June 30 June 31 December
2004 2003 2003
#'000 #'000 #'000
unaudited unaudited audited
Fixed assets 186 238 174
Current assets 1,967 1,836 1,924
------------------- ------------------- -------------------
Share of gross 2,153 2,074 2,098
assets
Liabilities due (1,864) (1,900) (1,841)
within one year
------------------- ------------------- -------------------
Share of net 289 174 257
assets
=================== =================== ===================
Share of net 257 361 361
assets/cost at
beginning of
period
Additions - 125 125
Share of retained 32 (232) (229)
profit for the
period
Disposals - (80) -
------------------- ------------------- -------------------
Share of net 289 174 257
assets/cost at
the end of
period
Goodwill at the 13 - 13
beginning and end
of period
------------------- ------------------- -------------------
Net investment at 302 174 270
the end of
period
=================== =================== ===================
9. CALLED-UP SHARE CAPITAL
Date Authorised Allotted,
called-up and fully paid
Number #'000 Number #'000
1 Ordinary 30,000,000 1,500 22,124,895 1,106
January shares
2004 of 5p
each
------------ ------------ ------------ -------------
30 June Ordinary 30,000,000 1,500 22,124,895 1,106
2004 shares
of 5p
each
============ ============ ============ =============
10. RESERVES
Share premium Merger reserve Profit and Total
loss account
#'000 #'000 #'000 #'000
As at 1 4,785 2,425 624 7,834
January
2004
Loss on - - (16) (16)
overseas
equity
investments
Retained loss - - (1,269) (1,269)
for six
months
============ ============ ============ ============
At 30 June 4,785 2,425 (661) 6,549
2004
============ ============ ============ ============
INDEPENDENT REVIEW REPORT TO PROPERTY FUND MANAGEMENT PLC
We have been instructed by the company to review the financial information for
the six months ended 30 June 2004, which comprise the Consolidated profit and
loss account, the Consolidated statement of total recognised gains and losses,
the Consolidated balance sheet, the Consolidated cash flow statement and the
related notes. We have read the other information contained in the interim
report and considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.
This report is made solely to the company in accordance with guidance contained
in Bulletin 1999/4 'Review of interim financial information' issued by the
Auditing Practices Board. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company, for our work,
for this report, or for the conclusions we have formed.
Directors' responsibilities
The interim report, including the financial statements contained therein, is the
responsibility of, and has been approved by the directors. The directors are
responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board. A review consists principally of making
enquiries of management and applying analytical procedures to the financial
information and underlying financial data and based thereon, assessing whether
the accounting policies and presentation have been consistently applied and
adequately disclosed. A review excludes audit procedures such as tests of
controls and verification of assets, liabilities and transactions. It is
substantially less in scope than an audit performed in accordance with Auditing
Standards and therefore provides a lower level of assurance than an audit.
Accordingly we do not express an audit opinion on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 2004.
haysmacintyre Fairfax House
Chartered Accountants 15 Fulwood Place
Registered Auditors London
WC1V 6AY
24 September 2004
This information is provided by RNS
The company news service from the London Stock Exchange
END
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