RNS Number:5611K
Panther Securities PLC
30 April 2003
CHAIRMAN'S STATEMENT
Introduction
I am pleased to report the results for the year ended 31st December 2002. Pre
tax profits amount to #2,956,000 compared to #3,531,000 for the previous year.
The rental income receivable for the year rose to #8,000,000 compared with
#6,020,000. The profits are down slightly for various reasons. Firstly, there
were fewer trading property sales and secondly we wrote down to market value one
of our stock exchange investments held for trading purposes. Lastly, an
exceptionally large dividend was received last year from William Nash PLC.
Disposals
The only sizeable disposal during the year was our parade of vacant freehold
shops in York Place, Brighton which we sold at auction in July 2002. The amount
realised was #1,380,000 which showed a substantial profit on its last valuation.
In my interim report in September 2002, I commented at length on the extreme
difficulty in dealing with the Brighton planners. It appears that there are
still no homes or planning permission granted on this ideal development site.
Acquisitions
I feel it is worth repeating the comment I made in last year's statement that it
has always been our policy to invest in the higher yielding property sector. In
2001 we invested approximately #7 million in mixed commercial investments
producing approximately #725,000 per annum. We have continued this strategy and
the following acquisitions have been made in the current year ending 31st
December 2002. The total cost was about #9.2 million which will produce
approximately #960,000 per annum.
In March we acquired a long leasehold investment at 134/136 Above Bar Street,
Southampton at a cost of #860,000. This property is located in a prime position
and is let to Toni & Guy, the multiple hairdressers and Moss Bros. The property
currently produces about #90,000 per annum net.
In May, a modern parade of 11 shop units at 2-22 High Street, Bromley was
acquired on a 123 year lease at a fixed peppercorn rent. The purchase cost was
#2.7 million which includes the quite staggering amount of #100,000 for stamp
duty. The property is let to Sketchley, Oxfam, Mr Minit, Reed Employment and
William Hill among others and produces #290,000 per annum.
In July a freehold shop/office investment at 34/36 Darley Street, Bradford was
acquired. The property is situated in a prime position and is let to Nationwide
Building Society, Country Casuals and a large firm of local solicitors. Our
purchase costs were #880,000 and it produces #82,000 per annum.
In September we acquired the long leasehold of the top 30% slice of the Pyewipe
Industrial Estate, Grimsby where the freehold has been owned by my personal
pension fund for over 15 years and which (subject to shareholders' approval)
will be acquired shortly. Details of this proposal are dealt with in a separate
document accompanying these accounts.
In October we acquired Oakwood Industrial Estate, South Road, Harlow. This is a
multi-let Industrial estate of mainly single storey factory units totalling
about 67,000 sq. ft. of which about 90% of the space is let. It currently
produces approximately #270,000 per annum of which almost 45% is derived from
Coates Brothers Plc who have 15 years remaining on their lease. This freehold
estate cost approximately #2.5 million which again includes the substantial
stamp duty cost of approaching #100,000.
In November we acquired 42/44 Bath Street & 47/57 New Road, Gravesend for #1.5
million. The property comprises 10 shop units, 4 offices including a modern
three storey office building let to the Department of Environment and some
residential units. The property is fully let and produces approximately #160,000
per annum.
In the same month we also acquired Units 5-11, Estate Road No. 8, Grimsby. The
26,000 sq. ft. single storey factory unit was purchased at a cost of #490,000
and is let to a single tenant at #55,000 per annum.
Eurocity Properties PLC
In May 2002 we requisitioned, by virtue of our 29% shareholding, an
Extraordinary General Meeting of Eurocity Properties PLC. At this meeting we
were successful in removing the executive management of that company and
replacing it with Peter Rowson and myself. This enabled the previous ludicrously
excessive management costs to be curtailed.
It was necessary for Panther to immediately provide funds to protect its
investment. In November 2002 Panther made an offer of 23p per share with a share
alternative. The net asset value per share of Eurocity at that time was 39p per
share as a going concern which it probably would not have been without Panther's
immediate and continuing financial support. Our offer was recommended by the
independent advisers and directors and accepted by over 90% of independent
shareholders thus enabling us to compulsory purchase the balance since the year
end and make Eurocity a fully owned subsidiary of Panther.
Eurocity owns a portfolio of fully let secondary shop investments mainly in
Scotland valued at about #10.7 million and producing approaching #1 million per
annum. The properties are all charged to building societies, a number being at
fixed rates slightly higher than current interest rates but these will revert to
current interest rates over the next few years.
In simple terms, Eurocity cost us approximately #2 million (including supportive
finance) and will show us approximately #400,000 rental profit over loan
interest rising by #100,000 per annum when fixed higher interest falls away.
Both these figures are before management costs which of course will be a
fraction of previous management costs and also now that Eurocity has become a
Panther subsidiary it no longer has the costs of being a public quoted company.
Panther House Redevelopment
In my interim report I mentioned that the planning permission on Panther House
had been implemented by commencement of the first stage of the refurbishment. We
are seeking an occupier/purchaser for the building but the office market is
currently subdued and thus our holding may have a greater value for residential
or other use. The implementation works involved removing part of the fourth
floor of the building.
Bristol Redevelopment
The site for the superstore scheme mentioned a number of times in previous
statements found a prospective buyer in William Morrison Supermarkets and
provisional terms have been agreed. They are currently seeking amendments to the
scheme to suit their own particular requirements. Whilst the price agreed for
the site is at the lower end of estimated value, it should have provided
acceptable value to us for our interest, however the Council have moved the '
goal posts' almost certainly making the financial proposals for us unacceptable.
When the terms with the Council were originally discussed the principle agreed
was that we receive the investment value of our shopping centre and then split
the additional development value of the entire site (with planning permission)
50/50 with the Council. This was after allowing approximately #1 million for
specified social benefits to enable planning permission to be granted. When the
scheme eventually came to the market the social element demanded had increased
to #3 million and our investment was down valued by the Council's chosen valuers
due to many of the shops being vacant and vandalised. We had deliberately not
re-let in order to speed up implementation of the scheme.
The local politicians have been claiming the benefits that 'their' proposals
would generate for the area when development is complete. These benefits are the
rejuvenation of a run down council estate and outdated shopping centre by the
provision of a "superstore", a new library, community centre, better roads and
parking improvements to the flats surrounding the centre and most importantly
the provision of 400/600 new jobs, full and part-time and mostly non skilled in
an area of high unemployment.
This is particularly galling to me as it is our existing shopping centre being
replaced. It is our concept formulated after considerable help from our local
agents, architects, planning consultants and lawyers after considerable
consultation and with much input from the local community; the huge costs borne
by ourselves. We had to put up with long delays exacerbated by a 'Minister's
Call In' for a public enquiry which our lawyers advised was incorrectly
requisitioned due to civil servant error, having misunderstood what constitutes
a local or district shopping centre and because of this our costs have escalated
by #100,000 to defend the provisional Council approval.
If we were any other form of industry creating new jobs in a deprived area,
grants of #20,000/#40,000 per job created would be offered but as a property
company we are penalised. Unless the Council are more realistic in our '
partnership' arrangements we intend to withdraw from the proposals and re-let
the estate after some refurbishment.
Finance
In December 2002 we completed arrangements to increase our loan with HSBC Bank
plc to #50 million of which #9 million has not been drawn down and is available
for future use. Our acquisition of Eurocity Properties PLC brought three new
building society lenders into our group with loans totalling #7.3 million. Some
of these will be due for repayment this year.
Red Tape
Two years ago the Guardian newspaper mocked the fact that nearly one third of my
statement was complaining about red tape and tax but even they, whose lifeblood
advertising revenue is mainly made up of adverts for more public sector
bureaucrats, had to admit some of my message was correct.
A large proportion of our 500-600 tenants are small to medium sized businesses
and the persistent and increasing degree of regulations and salami-style serving
of increased taxation destroys enterprise and the incentive to create added
wealth which is detrimental to the whole country not just property owning
companies.
The creeping bureaucracy and political correctness is permeating through all
activities and slowly but surely debilitates commercial enterprise which is the
bedrock of a successful society. Practically every decision in business from
hiring and firing staff to buying and selling a company or property or making a
planning application or dealing with the tax inspectors requires the service of
specialist lawyers/accountants/consultants at #300/#500 per hour plus VAT.
Businesses cannot flourish in this environment.
Since 'New Labour' came to power, due to the previous administrations
internecine squabbling, overall tax has risen by nearly 50% by way of 60 tax
rises and a multitude of new rules and regulations have come into effect
enforced by an army of new administrators. These bureaucrats are highly paid
with the job and pension security which those who have to produce the wealth to
pay the taxes to service these secure salaries and pensions can only wistfully
dream about.
Here are a few examples of petty rules I have come across.
(i) A Health & Safety Officer wrote a threatening stereotype letter
about one of our multi-let buildings where the toilets were temporarily
dirty. Whilst the problem was dealt with, the letter made it quite clear
if we didn't jump to it, it was a prisonable offence. They did not state
whether the caretaker, cleaner, surveyor or entire board would go to
prison. Thankfully we survived that one.
(ii) Another building, again multi-let, had the Fire Officer
threaten to close it down for failure to comply with regulations. It
turned out that a tenant who had offices on more than one floor was
keeping the self-closing fire door open for easier access for its staff.
This was easy to deal with and again we avoided going to prison.
(iii) Bromley Council served an enforcement notice on us and our
tenant who had replaced an old and tatty shop front with an almost
identical one without asking permission. This involved our tenant in a
low cost but irritating inconvenience of appealing the notice which our
tenant won. The inspectors report implied Bromley's enforcement notice
was ridiculous.
(iv) Bromley Council have recently served notice on us, our
mortgagee and our tenant due to a security shutter (installed by the
tenant) not having the right grille shape!
(v) We are currently in court with Bromley again over their wish to
make us register a block of 5 self-contained flats as a 'House in
Multiple Occupation' which it patently is not. If we have to register,
the flats will come under extra unnecessary regulations and controls.
Bromley Council seems to have numerous highly paid administrators
to enforce its nit-picking rules. Perhaps it is not surprising that its
Council Tax has gone up by 68% in the last seven years.
(vi) One of my friends owns and runs a small hairdressing salon in
South West London which for over 20 years has provided the type of small
service business that is so essential to local communities. A year or
two ago a water board inspector inspected his sinks and served him
notice that under new water waste rules he must change all his sink
plugs. He was told failure to do so had the ultimate sanction - prison.
The few who support the plethora of new rules and regulations will be reassured
by the fact that our leading Law Lords have urged magistrates (where possible)
to stop sending burglars, muggers and thieves to prison to make more room
available for other offenders - presumably property owners who have dirty
toilets, open doors, wrongly shaped security grilles or even the wrong type of
sink plugs.
Some 3 or 4 years ago when I first started complaining about the red tape
affecting our business, one of our shareholders phoned me to say we were not the
only ones affected. He ran a small successful nursing home in the West Country.
I was told about the new costly regulations that were being brought in;
regulating door widths, room sizes per person and staff levels etc. Now, with
the benefit of hindsight, we can see what a disaster red tape has had on the
nursing home sector.
Red tape has made a nursing home more costly to run. The restrictive planning
policy has created a shortage of new homes thus making larger buildings (which
have almost automatic rights for redevelopment as residential units) much more
valuable. With the low levels of contribution for nursing care paid by local
authorities for private care, as against the much higher cost of providing care
in council run homes, the obvious sensible financial decision for many nursing
home operators is to close the home and sell.
60,000 bed spaces have been lost over the last 4 or 5 years. Where have these
old people gone? It is a racing certainty that many thousands finish up long
term in hospital thus accounting for part of the hospitals claims to be short of
bed spaces.
Most of you will have seen a number of recent newspaper stories of home closures
where the transfer or even potential move to another nursing home has resulted
in the premature death of a 'little old lady'. This is the stuff of newspaper
headlines and a 'caring government' had to act, which they did by cancelling
some of the daft red tape rules. But it's too late - this government has
destroyed nursing home businesses to such a degree that the cost of remedy is
now huge.
The N.H.S. has 199,000 beds so the loss of 5% of their bed spaces from the
closing of nursing homes has serious consequences for the whole of the N.H.S.
Whilst the "red tape effect" on the nursing home sectors has proved disastrous,
I have no doubt that the "red tape effect" has had and will have similar adverse
consequences with the farming, savings and insurance and construction industry
as well as many others, but it will take some time for the entire adverse
effects to be fully understood.
Tax
The recent increase in National Insurance contributions which will almost
certainly be raised again, will badly affect many enterprises that have high
staff costs. New proposals for massively increasing stamp duty on commercial
lettings can only be detrimental.
The #5 billion per year pillage of the pension funds has a net present balance
sheet value of approximately #100 billion. This accounts for a substantial part
of the shortfall in pension fund liabilities that most companies are currently
reporting and to address which most funds have to be topped up thus lowering
profits.
Not satisfied with this, the Treasury has announced a proposal to effectively
cap a pension fund to #1.4 million per person by way of punitive taxation on the
excess. The Treasury announced deliberately misleadingly low figures on the
number it will affect and completely ignored the fact that Public Servants will
not have to worry as their pensions are not subject to a capital fund that is
regularly valued but comes from general taxation (i.e. our back pocket).
And so it is with most things governmental. There is one rule or cost for us and
another for them.
Dividends
An interim dividend of 3.5p per share was paid on 31st October 2002. We are
recommending a final dividend of 3.5p per share.
It is now 30 years since Malcolm Bloch (now retired), my brother Harold and I
took over this company, then a little known optical company (Levers) with net
assets of #189,000 and negligible profits. Now it is a little known property
company but our net assets are approaching #40 million and we have annual pre
tax profits of approximately #3 million. The Board consider a special
anniversary dividend of 5p per share would be appropriate and will be paid in
June to all shareholders as a special interim for the year in progress.
Additionally, I will personally send a bottle of champagne to each person who
can claim to have been a continuous shareholder since 1980 (directly or by
inheritance).
My condolences go to Florence Orr whose late husband, as a young optician,
became a shareholder when Levers first went public in 1934. He took an interest
in the company throughout his life up to the time of his recent death at 97.
Instead of the 5 year relevant figures summary we usually show at the end of the
accounts, we have included a 32 year summary which encompasses the changeover
from optics to property since we gained control of the group during 1972.
Prospects
While we have worries about the prospects for the economy in general, we
consider our cautious attitude to expansion, finance arrangements at fixed
rates, substantial liquidity and positive cash flow from our wide, mixed
property portfolio spread throughout the country will all stand us in good stead
for the future.
Finally I would like to thank all our staff, professional advisors and the
numerous firms we deal with and of course our tenants who have helped to make
this another successful year.
A. S. Perloff
Chairman
30 April 2003
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 31st December 2002
2002 2002 2002 2001
#000 #000 #000 #000
Continuing Acquisitions Total
operations (8 months)
Turnover 7,582 658 8,240 7,933
Exceptional Turnover - - - 1,495
Cost of sales (1,355) (34) (1,389) (2,834)
__________ ___________ ______ _______
Gross profit 6,227 624 6,851 6,594
Administrative expenses (1,101) (93) (1,194) (1,012)
__________ ___________ ______ _______
Operating profit 5,126 531 5,657 5,582
Income/(loss) from participating interests 9 (18)
Profit on disposal of property 342 154
______ _______
Profit on ordinary activities before interest 6,008 5,718
Interest receivable 327 325
Interest payable (3,379) (2,512)
______ _______
Profit on ordinary activities before taxation 2,956 3,531
Taxation (951) (810)
______ _______
Profit on ordinary activities after taxation 2,005 2,721
Minority interests (11) (5)
______ _______
Profit attributable to members of the
parent undertaking 1,994 2,716
Dividends (1,183) (1,525)
______ _______
Retained profit for the year 811 1,191
Transferred from revaluation reserve 151 17
Purchase of own shares (67) -
Transfer from negative goodwill reserve 911 -
Retained profit brought forward 10,491 9,283
______ _______
Retained profit carried forward 12,297 10,491
______ _______
Earnings per share 11.8p 16.0p
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31st December 2002
2002 2001
#000 #000 #000 #000
Cash flow from operating activities 3,651 5,909
Returns on investments and servicing of finance (3,052) (2,186)
Taxation (864) (599)
Capital expenditure and financial investment (7,464) (4,791)
Acquisitions and disposals (507) -
Equity dividends paid (1,524) (1,186)
__________ _______
Cash outflow before financing (9,760) (2,853)
Financing
Increase in debt 10,289 7,029
Purchase of own shares (67) -
_______ _______
10,222 7,029
__________ _______
Increase in cash in the period 462 4,176
__________ _______
Reconciliation of net cash flow to
movement in net debt
Increase in cash in the period 462 4,176
Cash inflow from increase in debt (10,289) (7,029)
Loans acquired on acquisition (8,094) -
_______ _______
Change in net debt resulting from cash flows (17,921) (2,853)
__________ _______
Movement in net debt in the period (17,921) (2,853)
Net debt at 1st January 2002 (28,098) (25,245)
__________ _______
Net debt at 31st December 2002 (46,019) (28,098)
__________ _______
At 1st At 31st
January Cash December
2002 Flow Acquisitions 2002
#000 #000 #000 #000
Analysis of net debt
Cash at bank 9,189 501 - 9,690
Overdrafts - (39) - (39)
________ ________ ________ ________
9,189 462 - 9,651
________ ________ ________ ________
Net debt due after 1 year 37,137 8,666 7,449 53,252
Net debt due within 1 year 150 1,623 645 2,418
________ ________ ________ ________
(37,287) (10,289) (8,094) (55,670)
________ ________ ________ ________
Total (28,098) (9,827) (8,094) (46,019)
________ ________ ________ ________
CONSOLIDATED BALANCE SHEET
at 31st December 2002
2002 2001
#000 #000
Fixed assets
Tangible assets 79,769 61,951
Intangible asset - negative goodwill (893) -
Investments 290 281
_______ _______
79,166 62,232
_______ _______
Current assets
Stock 7,147 5,081
Current asset investments 1,015 626
Debtors: due within one year 1,999 753
Cash at bank and in hand 9,690 9,189
_______ _______
19,851 15,649
_______ _______
Creditors:
amounts falling due within one year (7,258) (3,466)
_______ _______
Net current assets 12,593 12,183
Total assets less current liabilities 91,759 74,415
Creditors:
amounts falling due after more than one year (53,253) (37,137)
Minority interests (266) (92)
_______ _______
Net assets 38,240 37,186
_______ _______
Capital and reserves
Called up share capital 4,226 4,237
Share premium account 2,862 2,862
Revaluation reserve 18,072 17,913
Capital redemption reserve 571 560
Negative goodwill reserve 212 1,123
Profit and loss account 12,297 10,491
_______ _______
Equity shareholders' funds 38,240 37,186
_______ _______
Net assets per share 226.2p 219.4p
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
for the year ended 31st December 2002
2002 2001
#000 #000
Profit for the financial year after taxation 2,005 2,721
Unrealised surplus on revaluation of properties and investments 310 3,707
_______ _______
Total gains and losses relating to the year 2,315 6,428
_______ _______
Notes
1. Dividends
The company has already paid an interim dividend of 3.5p per share (net)
(2001: 3.5p (net)) and the Directors now recommend payment of a final
dividend of 3.5p per share (net) (2001: 3.5p (net)) together with a
special dividend of nil (2001: 2p (net)). The final dividend will be
payable on 20th June 2003 to shareholders on the register at the close
of business on 23rd May 2003.
2. Earnings per ordinary share
The calculation of earnings per ordinary share is based on earnings,
after minority interests, of #1,994,000 (2001 - #2,716,000) and on
16,926,761 ordinary shares being the weighted average number of ordinary
shares in issue during the year (2001 - 16,947,117).
3. Report and Accounts
The financial information for the year ended 31st December 2001 is
extracted from the group's financial statements to that date which
received an unqualified auditor's report and have been filed with the
Registrar of Companies.
The financial information for the year ended 31st December 2002 is
extracted from the group's financial statements to that date which
received an unqualified auditor's report and will be filed with the
Registrar of Companies in due course.
4. Annual General Meeting
The Annual General Meeting will be held on 17th June 2003.
5. Copies of the Report and Accounts will be posted to shareholders shortly
and will be available from the Company's registered office at Panther
House, 38 Mount Pleasant, London WC1X 0AP.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR URVAROURSOAR