TIDMFPO

RNS Number : 0035R

First Property Group PLC

25 June 2020

   Date:                    25 June 2020 
   On Behalf of:        First Property Group plc ("First Property", "the Company" or "the Group") 
   Embargoed:         0700hrs 

First Property Group plc

Preliminary Results for the twelve months to 31 March 2020

First Property Group plc (AIM: FPO), the property fund manager and investor with operations in the United Kingdom and Central Europe, today announces its preliminary results for the twelve months ended 31 March 2020.

Highlights:

-- Sale of Cha ubińskiego 8 (CH8), the Group's largest directly owned property for EUR44 million;

   --      Significant cash reserves: GBP23.6 million as at 23 June 2020; 
   --      Have not drawn on any government support for COVID-19; 
   --      Final dividend maintained at 1.22 pence per share; 

-- Well positioned to weather the crisis and make judicial investments as the UK emerges from it;

   --      Retained No.1 investment performance ranking versus MSCI CEE Benchmark; 

-- Weighted average unexpired fund management contract term: 5 years, 0 months (2019: 5 years, 9 months).

Financial Summary:

 
                               Unaudited               Audited   Percentage 
                                 year to               year to       change 
                                31 March         31 March 2019 
                                    2020 
 Income Statement: 
--------------------------------------------------------------------------- 
 Statutory profit 
  before tax                    GBP5.52m              GBP8.31m       -33.6% 
                                           *PROFORMA: GBP7.25m       -23.9% 
 Diluted earnings 
  per share                        4.29p                 4.85p       -11.5% 
 Total dividend per 
  share                            1.67p                 1.66p        +0.6% 
 Average GBP/EUR rate              0.873                 0.881            - 
 
   *Recalculated to enable a like for like comparison with 
   FY2020 by treating the deconsolidated entity Fprop Opportunities 
   plc (FOP) as an associate rather than a subsidiary (See 
   Note 4 Reconciliation and Note 3 Segmental Analysis). 
 Balance Sheet at year end: 
--------------------------------------------------------------------------- 
 Net debt                     *GBP57.20m             GBP56.94m        +0.5% 
 Gearing ratio at 
  market value**                  50.94%                50.44%            - 
 Gearing ratio at 
  book value***                   57.32%                59.09%            - 
 Net assets per share             43.53p                41.46p        +5.0% 
 Adjusted net assets 
  per share (EPRA basis)          55.00p                57.48p        -4.3% 
 Cash balances              ****GBP7.34m              GBP9.74m       -24.6% 
 GBP/EUR rate                      0.885                 0.862 
 
 *Prior to completion of sale of CH8 which 
  completed in April 2020. 
 **Group debt divided by gross assets at market 
  value. 
 ***Group debt divided by gross assets at 
  book value. 
 ****Excludes cash following completion of 
  sale of CH8. 
 
 

Commenting on the results, Ben Habib, Chief Executive of First Property Group, said:

"It is a difficult time to be reporting our results against the backdrop of a pandemic and the World in the throes of an economic crisis. Notwithstanding this, I am pleased to report that the Group is in as strong a position as it has ever been, with cash resources amounting to some GBP23.6 million.

We have had no need to draw on any of the support measures offered by the government in the wake of COVID-19 and are well positioned to take advantage of investment opportunities that will undoubtedly emerge. We shall aim to do so in conjunction with our clients so as to further our fund management business.

I am hopeful that we will emerge from the crisis in an even stronger position than we entered it."

A briefing for analysts will be held at 10:30hrs today via Investor Meet Company. To participate it is necessary to register at https://www.investormeetcompany.com/first-property-group-plc/register-investor and select to meet the Company. Those who have already registered and selected to meet the company will be automatically invited. A copy of the accompanying investor presentation and a recording of the call will be posted on the company website.

For further information please contact:

 
 First Property Group plc                   Tel: +44 (20) 7340 
                                             0270 
 Ben Habib (Chief Executive Officer)        www.fprop.com 
  George Digby (Group Finance Director)      investor.relations@fprop.com 
  Jeremy Barkes (Director, Business 
  Development) 
 
 Arden Partners (NOMAD & Broker)            Tel: + 44 (20) 7614 
                                             5900 
 John Llewelyn-Lloyd (Director, Corporate 
  Finance) 
  Ben Cryer (Corporate Finance) 
 
 Newgate Communications (PR)                Tel: + 44 7540106366 
 Robin Tozer / Tom Carnegie / Isabelle      firstproperty@newgatecomms.com 
  Smurfit 
 

Notes to Investors and Editors :

First Property Group plc is an award-winning property fund manager and investor with operations in the United Kingdom and Central Europe. Its focus is on higher yielding commercial property with sustainable cash flows. The company is flexible and takes an active approach to asset management. Its earnings are derived from:

-- Fund Management - via its FCA regulated and AIFMD approved subsidiary, First Property Asset Management Ltd (FPAM), which earns fees from investing for third parties in property. FPAM currently manages twelve funds which are invested across the United Kingdom, Poland and Romania.

-- Group Properties - principal investments by the Group, to earn a return on its own capital, usually in partnership with third parties. Investments include eight directly held properties in Poland and Romania, and non-controlling interests in ten of the twelve funds managed by FPAM.

Listed on AIM the Company has offices in London, Warsaw and Bucharest. Around one third of the shares in the Company are owned by management and their families. Further information about the Company and its products can be found at: www.fprop.com .

CHIEF EXECUTIVE'S STATEMENT

Financial Performance

Notwithstanding the major disruption to the economy and markets caused by various government responses to COVID-19, I am pleased to report that the Group is in as strong a position as it has ever been, with Group cash of some GBP23.6 million at 23 June.

The Group has not accessed any of the government support schemes to ease the effects of the lockdown, nor has it put any staff on furlough or made any redundancies. The group has honoured contracts with its counterparties, and expects to continue doing so.

Profit before tax decreased by 33.6% to GBP5.52 million (2019: GBP8.31 million) and by 23.9% on a proforma basis (2019: GBP7.25 million), mainly due to performance related fees reducing to GBP415,000 from GBP1.54 million in 2019.

Diluted earnings per share decreased by 11.5% to 4.29 pence (2019: 4.85 pence), a smaller decrease than profit before tax due to a lower tax charge.

Profit before tax was largely unaffected by foreign exchange rate movements.

The most significant financial and operational event of the year was the sale announced on 23 December 2019 of the Group's largest directly owned asset, a 50.3% share in Cha ubińskiego 8 (CH8), an office building in Warsaw. The sale, which completed after the financial year-end, released some GBP17 million of cash and reduced debt to some GBP42 million (all of which is non-recourse to the Group). The cash generated both underpins the Group and provides it with significant resources with which to make new investments in what is likely to become an interesting investment market. It is intended to invest the cash in partnership with clients of the Group, in line with the Group's aim to grow its fund management business.

The Group ended the year with increased net assets, excluding non-controlling interests, of GBP48.05 million (2019: GBP46.17 million), equating to 43.53 pence per share (2019: 41.46 pence per share). The net assets of the Group when adjusted to their market value less any deferred tax liabilities decreased by 5.1% to GBP62.15 million (2019: GBP65.51 million), equating to 55.00 pence per share (2019: 57.48 pence per share).

The annualised growth in adjusted net assets together with dividends paid to shareholders over the last ten years equates to 22.7% (2019: 22.8%) per annum, a record of which we are immensely proud.

During the year the Group purchased 1,000,000 of its own Ordinary Shares, which are now held in Treasury, for a total consideration of GBP417,000 (equating to an average price paid of 41.7 pence per share).

Dividend

The Directors have resolved to maintain the final dividend at 1.22 pence per share (2019: 1.22 pence per share), which together with the interim dividend of 0.45 pence per share (2019: 0.44 pence per share), equates to a dividend for the year of 1.67 pence per share (2019: 1.66 pence per share).

The proposed final dividend will be paid on 25 September 2020 to shareholders on the register at 21 August 2020, and is subject to shareholder approval at the forthcoming annual general meeting on 23 September 2020.

The full year's dividend is covered 2.60 times (2019: 2.98 times).

REVIEW OF OPERATIONS

PROPERTY FUND MANAGEMENT (First Property Asset Management Ltd or FPAM)

As at 31 March 2020 third party assets under management amounted to GBP567 million (2019: GBP611 million), a reduction of some 7%. Around a third of the reduction from the prior year was due to property sales. The balance was due to downwards revaluations, in particular in the retail sector following the onset of COVID-19.

No new funds were established during the year.

The split of funds managed across different asset classes, including funds in which the Group is a minority shareholder, is:

 
                           UK   Poland   Romania    Total   % of Total 
                        GBPm.    GBPm.     GBPm.    GBPm. 
--------------------  -------  -------  --------  -------  ----------- 
 Offices               215.67   105.36      7.82   328.85        58.0% 
 Retail warehousing    100.45        -         -   100.45        17.7% 
 Supermarkets/ 
  Supermarket 
  led schemes           51.58    19.68      0.98    72.24        12.8% 
 Shopping centres           -    57.45         -    57.45        10.1% 
 Industrial              8.03        -         -     8.03         1.4% 
--------------------  -------  -------  --------  -------  ----------- 
 Total                 375.73   182.49      8.80   567.02         100% 
--------------------  -------  -------  --------  -------  ----------- 
 % of Total 
  third party 
  AUM                   66.3%    32.2%      1.5%     100% 
 

In Central Europe, FPAM retained its position as the best performing fund manager versus MSCI's Central and Eastern European (CEE) Benchmark, now for the fourteen years to 31 December 2019. Rental income was the main driver which contributed to the result. In the recent COVID-19 pandemic, our rent collection rate has thus far been higher than the industry average, according to a survey by Remit Consulting. In the UK, where the majority of rent is due quarterly in advance, we collected some 93% of rent for the March quarter. The collection rates in Poland and Romania were some 84% and 95% respectively of the combined April and May rental income.

On 1 November 2019 First Property Asset Management Ltd became a full scope Alternative Investment Fund Manager (AIFM) enabling it to manage above EUR500 million in aggregate of third-party funds.

The reconciliation of movement in funds under management during the year is shown below:

 
                               UK      CEE     Total   No. of prop's 
                            GBPm.    GBPm.     GBPm. 
-----------------------  --------  -------  --------  -------------- 
 As at 
  31 March 2019            415.95   195.12    611.07              71 
-----------------------  --------  -------  --------  -------------- 
 Purchases: 
  -Existing funds               -        -         -               - 
  -New funds                    -        -         -               - 
 Property sales           (13.98)        -   (13.98)             (2) 
 Transfer to Group              -        -         -               - 
  Properties 
 Capital expenditure         1.17     0.34      1.51               - 
 Property depreciation 
  and write down                -   (0.48)    (0.48)               - 
 Property revaluation     (27.41)   (9.09)   (36.50)               - 
 FX revaluation                 -     5.40      5.40               - 
 As at 
  31 March 2020            375.73   191.29    567.02              69 
-----------------------  --------  -------  --------  -------------- 
 
 

Fund management fees are levied monthly by FPAM generally by reference to the value of funds under management excluding cash and cash commitments. The effect of any increase (or decrease) in fund management fee income associated with increased (or decreased) funds under management is not realised in full until the financial year following investment (or sale), because of the timing of draw down (or sale) during the year.

In the case of Fprop Offices LP, the Group is entitled to a share of total profits in lieu of fund management fees and to receive annual payments on account equivalent to 10% of total cumulative income profits and realised capital gains. Under its accounting policy the Group does not recognise unrealised property revaluations above the properties' original cost. These payments are adjusted annually, if necessary, for any overpayments made in previous years up to a maximum of total past cumulative payments received. In the year just ended the Group recognised GBP415,000 (2019: GBP961,000), increasing the maximum that could be subject to clawback to GBP1.38 million. The reduction in the contribution from Fprop Offices LP was due to the value of its properties being marked down at 31 March 2020. Future entitlements to payment in respect of this fund are being earned at an annualised rate of GBP820,000 per annum, before property revaluations, and thus act as a buffer against possible refund liabilities in the future.

Revenue excluding performance fees earned by this division increased to GBP3.48 million (2019: GBP3.42 million) but total revenue decreased by 21% to GBP3.90 million (2019: GBP4.96 million), resulting in a profit before unallocated central overheads and tax of GBP1.34 million (2019: GBP3.03 million). The decrease in total revenue and profit earned by this division results mainly from a lower contribution from performance fees, with Fprop Offices LP being the only fund from which performance fees were due.

At the year-end FPAM's fund management fee revenue, excluding any profit share from Fprop Offices LP, was being earned at an annualised rate of GBP3.13 million (2019: GBP3.34 million).

FPAM continues to manage twelve property investment funds. The weighted average unexpired fund management contract term at the year-end was 5 years, 0 months (2019: 5 years, 9 months).

Looking ahead, we expect that the disruption caused by the COVID-19 pandemic is likely to lead to a temporary reduction in asset prices. We expect to increase our investment activities as a result, including by investing Group cash alongside fund management clients.

A brief synopsis of the value of assets and maturity of each of the funds managed by FPAM is set out below:

 
 Fund                   Country         Fund      Assets under         No of      % of total     Assets under 
                     of investment      expiry      management    properties    assets under       management 
                                                     at market                    management        at market 
                                                      value at                                       value at 
                                                      31 March                                  31 March 2019 
                                                          2020 
-----------------  ----------------  ----------  -------------  ------------  --------------  --------------- 
 Fund management                                         GBPm.                                          GBPm. 
  division 
-----------------  ----------------  ----------  -------------  ------------  --------------  --------------- 
 SAM & DHOW               UK           Rolling               *             *               *                * 
 5PT                    Poland        Dec 2022             8.0             3            1.29             7.90 
 UK PPP                   UK          Feb 2022            70.3            20           11.28            87.22 
 OFFICES                  UK          Jun 2024           143.4             5           23.01           146.60 
 SIPS                     UK          Jan 2025           143.4            24           23.00           163.13 
 FOP                    Poland        Oct 2025            71.3             5           11.44            71.84 
 FRS                    Romania       Jan 2026             1.0             1            0.16             1.01 
 FGC                    Poland        Mar 2026            22.4             1            3.59            21.59 
 SPEC OPPS                UK          Jan 2027            18.6             4            2.99            19.00 
 FKR                    Poland        Mar 2027            23.0             1            3.69            23.00 
 FCL                    Romania       Jun 2028             7.8             1            1.25             7.67 
 FPL                    Poland        Jun 2028            57.8             4            9.27            62.11 
-----------------  ----------------  ----------  -------------  ------------  --------------  --------------- 
 Total Third Party AUM                                   567.0            69           90.97           611.07 
-----------------------------------------------  -------------  ------------  --------------  --------------- 
 
 Group Properties                                         56.3             8            9.03            94.61 
-----------------------------------  ----------  -------------  ------------  --------------  --------------- 
 
 Total AUM                                               623.3            77          100.00           705.68 
-----------------------------------------------  -------------  ------------  --------------  --------------- 
 

* Not subject to recent revaluation;

GROUP PROPERTIES

At 31 March 2020 Group Properties comprised eight (2019: nine) directly owned properties in Poland and Romania and non-controlling interests in ten of the twelve funds managed by FPAM.

   1.     Directly owned Group Properties 

The Group's eight (2019: nine) directly owned commercial properties in Poland and Romania are accounted for under the cost model as set out in the table below:

 
 Country    Sector               No. of   Book value   Market     Contribution     Contribution 
                             properties                 value         to Group         to Group 
                                                                 profit before    profit before 
                                                                    tax - year       tax - year 
                                                                            to               to 
                                                                      31 March         31 March 
                                                                          2020             2019 
---------  --------------  ------------  -----------  -------  ---------------  --------------- 
                                               GBPm.    GBPm.            GBPm.            GBPm. 
 Poland     Offices                   2        37.68    43.70              5.1             *2.3 
 Poland     Supermarkets              4         5.31     6.00              0.2            (0.1) 
            Office and 
 Romania     logistics                2         4.10     6.60              0.4              0.2 
 Total                                8        47.09    56.30              5.7              2.4 
-------------------------  ------------  -----------  -------  ---------------  --------------- 
 

* includes a EUR3.5 million impairment loss to an investment property.

The directly owned Group Properties generated a profit before unallocated central overheads and tax of GBP4.70 million (2019: GBP2.70 million). The increase was mainly a result of the profit of GBP1.53 million earned on the sale of CH8, Warsaw.

Of the Group's remaining eight directly owned properties, two account for 80% by value (GBP43.70 million). Both are office buildings in Poland of which one is in Warsaw (11,000 m(2) ) and the other in Gdynia (15,500 m(2) ).

The Group continues to depreciate the holding value of its office building in Gdynia at a rate of GBP1.74 million (EUR1.97 million) per annum because it is let to a single tenant and the lease expires in October 2020. We have commenced discussions with the tenant and other prospective tenants about leasing space in the building. The balance of 20% by value (GBP12.60 million) is invested in three mini-supermarkets in Poland, a development site in Warsaw, an office in Bucharest and a logistics warehouse in Romania.

The debt secured against the eight Group Properties reduced by some GBP22 million to GBP42 million following the sale of CH8, resulting in a loan to value ratio of some 75% and the ratio of debt to gross assets at market value of some 51%.

 
 Analysis of borrowings secured against the eight directly 
  held properties: 
------------------------------------------------------------------------ 
                                     31 March   31 March 2019   % change 
                                         2020 
 Book value                         GBP47.09m       GBP82.14m    -42.7%* 
 Market value                       GBP56.30m       GBP94.61m     -40.5% 
 Gross debt (all non-recourse 
  to Group)                       **GBP41.97m       GBP66.68m     -37.1% 
 LTV at book value 
  %                                  **89.13%          81.18% 
 LTV at market value 
  %                                 ***74.55%          70.43% 
 

*Reduction due to the sale of the Group's largest directly owned property, CH8.

**Gross debt excludes the bank loan (GBP22.56 million) in respect of CH8, the investment property sold at the year end. The bank loan was repaid following completion of the sale on 24 April 2020.

***Calculated by excluding the repaid bank loan relating to CH8.

Each loan secured against the eight Group Properties is held in a separate non-recourse special purpose vehicle. There are no loan to value covenant breaches.

The finance lease for the office building in Gdynia is technically in default of one of its loan covenants for failure to lease more than 50% of the leasable area one year prior to the expiry of the current sole tenant's lease in October 2020. Negotiations with the lender, the tenant and prospective tenants are in progress.

Interest expense in the year amounted to some GBP1.34 million (2019: GBP2.18 million). In order to mitigate potential interest rate increases we have fixed the interest rate on a proportion (47%) of these loans. The current weighted average borrowing cost is 1.83% (2019: 2.15%).

   2.     Associates and Investments 

The Group's non-controlling interests in ten of the twelve funds managed by FPAM are accounted for under the cost model as set out in the table below.

 
 Fund                    % owned    Book value     Current             Group's             Group's 
                              by      of First      market               share               share 
                           First    Property's    value of         of post-tax         of post-tax 
                        Property      share in    holdings    profits/(losses)    profits/(losses) 
                           Group          fund                       earned by           earned by 
                                                                          fund                fund 
                                                                      31 March            31 March 
                                                                          2020                2019 
--------------------  ----------  ------------  ----------  ------------------  ------------------ 
                                       GBP'000     GBP'000             GBP'000             GBP'000 
--------------------  ----------  ------------  ----------  ------------------  ------------------ 
 Interest in associates 
 5PT                       40.6%         1,128       1,209                 149                  54 
 RPT/ E and                    *             *           *                   *                *(9) 
  S 
 FRS                       24.1%           168         254                  18                 116 
 FGC                       28.2%         2,346       2,977                 288                 302 
 FKR                       18.1%         1,451       1,870                 169                 156 
 FCL                       17.4%           519         519                  79                  17 
 FPL                       23.4%         1,908       6,956               (141)               1,051 
 FOP                       40.0%        10,178      10,178                 658                (87) 
--------------------  ----------  ------------  ----------  ------------------  ------------------ 
 Share of results 
  in associates                         17,698      23,963               1,220               1,600 
 Investments 
-------------  -----  ----------  ------------  ----------  -------------------- 
 UKPPP          0.9%         672           672         134                    59 
 SPEC OPPS      4.0%         536           536          57                    45 
 OFFICES        1.6%       1,966         1,966         133                   169 
-------------  -----  ----------  ------------  ----------  -------------------- 
 Sub Total                 3,174         3,174         324                   273 
 Total                                  20,872      27,137               1,544               1,873 
--------------------  ----------  ------------  ----------  ------------------  ------------------ 
 
 

*Representing the Group's share of the loss from its associate share in RPT/ E and S prior to its consolidation into the Group's accounts on 1 August 2018.

The contribution to Group profit before tax prior to the deduction of unallocated central overheads from our ten minority shareholdings in funds managed by FPAM was GBP1.22 million down from GBP1.60 million in 2019 (2019 proforma: GBP2.32 million). The reduction in profit compared to 2019 was mainly due to:

-- a loss of GBP141,000 in Fprop Phoenix Ltd, which benefitted from a one-off gain in the prior year following the successful conclusion of a legacy dispute with a contractor (2019: GBP1.05 million);

-- a reduction in the value of GBP659,000 in the Group's 40% shareholding in FOP after the Polish government closed all shopping centres as part of its response to COVID-19 and the resultant reduction in the value of its two shopping centres.

Commercial Property Markets Outlook

Poland:

GDP in Poland is likely to be one of the least affected in the EU by the pandemic and one of just four in the bloc that is expected to return to 2019 levels of economic productivity by the end of 2021, according to the EU Commission and the World Bank. Prior to the crisis the ratio between Polish government debt and GDP was low at around 49%, making their COVID-19 stimulus package (which is worth some 10% of GDP) affordable. Interest rates, meanwhile, sit at 0.5% in Poland and can be cut if needed. Poland was one of the first European countries to exit lockdown.

Romania:

Similar to Poland, Romania was quick to respond to the COVID-19 pandemic. It entered lockdown relatively early, and was quick to implement measures to combat the ill effects of it, including a fiscal stimulus package. Romania's economy is similarly expected to recover faster than most EU countries.

United Kingdom:

According to Bank of England forecasts the economy will shrink by around 14% this year. The true extent of this has not yet been broadly felt due to the various government measures to combat the effects of lockdown. When the furlough scheme ends in October unemployment is likely to rise further and occupier demand for commercial property is likely to reduce. With government debt set to balloon to levels not seen since World War II, not just in the UK but globally, interest rates are likely to remain low for a long time. This is likely to buoy asset prices, even in the face of deteriorating economic fundamentals.

Current Trading and Prospects

It is a difficult time to be reporting our results against the backdrop of a pandemic and the World in the throes of an economic crisis. Notwithstanding this, I am pleased to report that the Group is in as strong a position as it has ever been, with cash resources amounting to some GBP23.6 million.

We have had no need to draw on any of the support measures offered by the government in the wake of COVID-19 and are well positioned to take advantage of investment opportunities that will undoubtedly emerge. We shall aim to do so in conjunction with our clients so as to further our aim to grow our fund management business.

I am hopeful that we will emerge from the crisis in an even stronger position to that in which we entered it.

Ben Habib

Chief Executive

25 June 2020

FINANCE DIRECTOR'S REVIEW

The financial results for the year ended 31 March 2020 bear testimony not only to the Group's business model through the current on-going upheavals but also to the Group's longstanding policy of holding its properties, whether directly held Group Properties or Associates and Investments, at the lower of cost and fair value. This results in smoother earnings because there is no effect on either the Income Statement or reported Net Assets as stated in the Balance Sheet, in the event of uplifts in value or reversals of such uplifts, providing the revised value is above original cost.

The one exception to the above policy is the Group's 40% interest in Fprop Opportunities plc (FOP) which had to be stated at fair (market) value in October 2018 when it achieved associate status, in accordance with IFRS. This fund holds two shopping centres in Poland, the valuations of which were adversely affected by the Polish government's decision to close shopping centres to combat the COVID-19 pandemic. This resulted in a reduction in fair value of GBP659,000 charged to the income statement.

The income returns were also affected by the closures. Despite this the Group achieved a creditable profit before tax of GBP5.52 million against GBP8.31 million in 2019 (proforma: GBP7.25 million).

The sale of CH8 resulted in the value of the directly held Group Properties reducing from GBP94.6 million to GBP56.3 million.

The reduction in third party assets under management (AUM) from GBP611 million to GBP567 million was the result of two further property disposals and reductions in valuations largely in the final quarter after the onset of the COVID-19 pandemic.

Total Group Net assets (excluding the non-controlling interest) increased by 4.07% to GBP48.05 million (2019: GBP46.17 million).

The annualised growth in adjusted net assets together with dividends paid to shareholders over the last ten years equates to 22.7% (2019: 22.8%) per annum.

GOING CONCERN

As part of the preparation of our Financial Statements, there has been a particular focus on our going concern assessment. Further information on our approach and the result of our assessment is included in note 1 of the Financial Statements.

INCOME STATEMENT

Revenue and Gross Profit

A review of the operating and financial performance of the results of the two trading divisions for the year are included in the Chief Executive's Statement. The main adverse effect of the COVID-19 pandemic was to reduce the contribution from Associates due to their exposure to three shopping centres in Poland, which were subject to enforced closure with effect from 14 March 2020.

Operating Expenses

Operating expenses decreased by 7.62% to GBP8.61 million (2019: GBP9.32 million) mainly due to lower staff and executive incentives across the Group.

Investment Property Depreciation

The Directors have reviewed the residual value of the Group's directly held property located in Gdynia and have continued to apply depreciation charged within operating expenses of GBP1.73 million (2019: GBP1.74 million).

Share of Results in Associates

The contribution for the year of GBP1.22 million (2019: GBP1.60 million) comprised the Group's share of post-tax profits from seven investments. This includes a reduction in the fair value of the Group's interest in FOP of GBP659,000 (2019: GBP764,000). All associates performed well but the apparent reduction from last year was mainly because of a one-off benefit in the prior year from a favourable litigation outcome in Fprop Phoenix Ltd.

Investment Income (from other financial assets and investments)

The increase from GBP273,000 to GBP324,000 from the Group's investment in three of the four UK funds it manages was due to the sale of a property in one fund which realised a gross profit of GBP6.4 million.

Financing Costs

Overall, the Group's finance costs reduced to GBP1.34 million from GBP2.18 million in 2019 (GBP1.39 million on a proforma basis, adjusting for the deconsolidation of FOP in October 2018). All bank loans and finance leases are denominated in Euro and all are used to finance properties valued in Euro.

Current Tax

The current tax charge of GBP974,000 decreased from GBP1.28 million in 2019 (GBP1.04 million on a proforma basis, adjusting for the deconsolidation of FOP in October 2018) but also included an under provision of UK corporation tax of GBP161,000 from 2019.

The charge includes Polish and Romanian corporation tax where the headline rates remain at 19% and 16% respectively. Unused trading tax losses in the UK of GBP6.35 million are available to be carried forward and will be utilised when / if possible.

Deferred Tax

A deferred tax credit of GBP360,000 (2019: charge of GBP659,000) has arisen mainly due to the strength of the Euro against the Polish Zloty which reduced the tax liability computed and payable in Polish Zloty.

Diluted earnings per Share

Diluted earnings per share decreased by 11.5% from 4.85p to 4.29p per share, a smaller decrease than the 33.6% decrease in the profit before tax for the year due to a lower total effective tax charge of 11.1% (2019: 23.4%).

BALANCE SHEET

Investment Properties and Property held as Inventory (all held at cost)

The book value of the Group's eight wholly owned properties ended the year at GBP47.09 million (2019: GBP82.14 million) compared to fair value of GBP56.30 million (2019: GBP94.61 million). The reason for the reduction was completion of the sale of CH8 in April 2020.

IFRS 16 - Lease liabilities and right of use assets

The Group has adopted IFRS 16 for the first time in this set of results. Under IFRS certain lease commitments have to be capitalised and treated as finance leases. One such lease qualifies for this treatment and its present value asset and liability amount to GBP584,000 with a corresponding liability shown within lease liabilities.

Capital Expenditure (investment and trade properties)

Capital expenditure of GBP1.26 million (2019: GBP1.54 million) mostly comprised office fit-outs for new tenants in CH8.

Borrowings

All bank and finance lease borrowings were denominated in Euro and decreased from EUR77.38 million (GBP66.68 million) to EUR72.93 million (GBP64.53 million) due to scheduled bank loan repayments of EUR6.42 million. There was one additional bank loan drawdown by Felix Developments SRL of EUR2.0 million in May 2019. The ratio of debt to gross assets at market value (the gearing ratio) was 50.94% (2019: 50.44%). After the year-end the bank loan secured against CH8 was repaid, following completion of its sale on 24 April 2020, thereby reducing Group debt to GBP41.97 million.

The finance lease for Gdynia was the subject of a notice of an event of default in October 2019 for failure to lease more than 50% of the leasable area 12 months prior to the end of the current sole tenant's lease in October 2020. As a result, the lender exercised control over the property's bank account from this date until such time as the requisite letting is secured. Access to these funds amounting to GBP875,000 at the year-end is restricted. Negotiations with the lender, the tenant and prospective tenants are in progress.

Bank deposits of EUR1.86 million (2019: EUR1.83 million) are held in respect of four bank loans to redress potential Debt Service Cover Ratio (DSCR) covenant shortfalls, of which EUR1.20 million (2019: EUR1.20 million) are held in prepayments. The largest of these deposits was EUR1.1 million in relation to CH8 and was returned in April on completion of its sale.

Non-controlling Interests (NCI)

There are two non-controlling interests (NCI) represented by a 10% interest in the share capital of Corp Sp. z o. o., (the property management company to Blue Tower, Warsaw), and 23% of the share capital of E and S Estates Ltd. The value of these holdings increased to GBP157,000 (2019: GBP114,000) reflecting an improved performance from E and S Estates Ltd.

Foreign Exchange Translation Reserve

As a result of the Polish Zloty weakening against Sterling to PLN/GBP 5.1502 (2019: PLN/GBP 4.9957) there was a GBP0.53 million reduction in this reserve during the year to a deficit of GBP1.26 million.

Treasury Shares

First Property Group plc purchased 1,000,000 Ordinary Shares in itself during the year, at an average price of 41.7 pence per share including transaction costs, or GBP417,000. This purchase resulted in a reduction of equal quantum in the Group's net assets.

CASH and CASH FLOW

Cash levels decreased from GBP9.74 million to GBP7.34 million at the year-end. This reduction arose largely as a result of:

   -       Scheduled bank loan repayments of GBP5.61 million; 
   -       Capital expenditure on the Group's properties of GBP1.26 million; 
   -       Payment of dividend GBP1.86 million; 
   -       The share buy-back, referred to above, at a cost of GBP417,000. 

Cash was GBP23.6 million as at 23 June 2020 boosted by the completion of the sale of CH8 on 24 April 2020.

CONSOLIDATED INCOME STATEMENT

for the year ended 31 March 2020

 
                                   Notes               Year ended        Year ended       Year ended 
                                                                           31 March 
                                                                     2019 PROFORMA* 
                                                                              Total 
                                                                            results 
                                                         31 March                           31 March 
                                                 2020 (unaudited)                               2019 
                                                    Total results                          (audited) 
                                                                                       Total results 
                                                          GBP'000           GBP'000          GBP'000 
--------------------------------  ------  -----------------------  ----------------  --------------- 
 
 Revenue                             3                     16,287            16,636           20,437 
 Cost of sales                                            (3,969)           (3,508)          (4,491) 
--------------------------------  ------  -----------------------  ----------------  --------------- 
 Gross profit                                              12,318            13,128           15,946 
 Profit on the sale of 
  FOP shares                                                    -                64               64 
 Profit on sale of an 
  investment property                6                      1,527                 -                - 
 Gain on loss of control 
  of subsidiary                                                 -             4,827            4,827 
 Impairment of goodwill 
  on acquisition of subsidiary                                  -              (59)             (27) 
 Loss on disposal of subsidiary                                 -               (5)              (5) 
 Write down/ Impairment 
  loss to investment property       11                          -           (2,984)          (2,984) 
 Operating expenses                                       (8,612)           (9,014)          (9,320) 
--------------------------------  ------  -----------------------  ----------------  --------------- 
 Operating profit                                           5,233             5,957            8,501 
--------------------------------  ------  -----------------------  ----------------  --------------- 
 Share of results in associates     12                      1,879             3,084            2,364 
 Fair value adjustment 
  to associate                      12                      (659)             (764)            (764) 
 Investment income                                            324               273              273 
 Interest income                     5                         80                84              114 
 Interest expense                    5                    (1,338)           (1,388)          (2,180) 
--------------------------------  ------  -----------------------  ----------------  --------------- 
 Profit before tax                                          5,519             7,246            8,308 
 Tax charge                          7                      (614)           (1,708)          (1,943) 
--------------------------------  ------  -----------------------  ----------------  --------------- 
 Profit for the year                                        4,905             5,538            6,365 
--------------------------------  ------  -----------------------  ----------------  --------------- 
 
 Attributable to: 
 Owners of the parent                                       4,859             5,514            5,514 
 Non-controlling interests                                     46                24              851 
--------------------------------  ------  -----------------------  ----------------  --------------- 
                                                            4,905             5,538            6,365 
--------------------------------  ------  -----------------------  ----------------  --------------- 
 
   Earnings per share: 
 Basic                               9                      4.38p                              4.95p 
 Diluted                             9                      4.29p                              4.85p 
--------------------------------  ------  -----------------------  ----------------  --------------- 
 
 

All operations are continuing.

*Recalculated on a Proforma basis in order to enable a like for like comparison with the current year, by treating the deconsolidated entity Fprop Opportunities plc (FOP) as an associate rather than a subsidiary. Proforma numbers are adjusted to exclude FOP's profit up to the date of deconsolidation on 12 October 2019, reinstating FOP asset management fees and including FPG's share of FOP's contribution as an associate. See note 4 for further analysis.

CONSOLIDATED SEPARATE STATEMENT

OF OTHER COMPREHENSIVE INCOME

for the year ended 31 March 2020

 
                                                    Year ended   Year ended       Year ended 
                                                                   31 March 
                                                                       2019 
                                                      31 March                      31 March 
                                                          2020                          2019 
                                                   (unaudited)     PROFORMA        (audited) 
                                                 Total results                 Total results 
                                                       GBP'000      GBP'000          GBP'000 
---------------------------------------  ----  ---------------  -----------  --------------- 
 
 Profit for the year                                     4,905        5,538            6,365 
---------------------------------------------  ---------------  -----------  --------------- 
 Other comprehensive income 
 Exchange differences on retranslation 
  of foreign subsidiaries                                (502)      (1,408)          (1,784) 
 Foreign exchange profit recycled 
  to the income statement on disposal                        -        (721)            (721) 
 Net gain/(loss) on financial 
  assets at fair value through 
  other comprehensive income                             (195)           29               29 
 Taxation                                                    -            -                - 
---------------------------------------  ----  ---------------  -----------  --------------- 
 Total comprehensive income for 
  the year                                               4,208        3,438            3,889 
 
 Total comprehensive income for 
  the year attributable to: 
 Owners of the parent                                    4,135        3,414            3,414 
 Non-controlling interests                                  73           24              475 
---------------------------------------------  ---------------  -----------  --------------- 
                                                         4,208        3,438            3,889 
 --------------------------------------------  ---------------  -----------  --------------- 
 

All operations are continuing.

CONSOLIDATED BALANCE SHEET

As at 31 March 2020

 
                                     Notes          As at            As at 
                                                 31 March    31 March 2019 
                                                     2020 
                                              (unaudited)        (audited) 
                                                  GBP'000          GBP'000 
 
 Non-current assets 
 Goodwill                               10            153              153 
 Investment properties                  11         32,537           67,348 
 Property, plant and equipment                         64               58 
 Investment in associates             12a)         17,698           17,054 
 Other financial assets               12b)          3,174            3,539 
 Other receivables                      14            922            1,312 
 Right of use assets                     8            584                - 
 Deferred tax assets                    16          2,659            2,779 
----------------------------------  ------  -------------  --------------- 
 Total non-current assets                          57,791           92,243 
----------------------------------  ------  -------------  --------------- 
 
 Current assets 
 Inventories - land and buildings       13         14,558           14,817 
 Current tax assets                                   122               28 
 Trade and other receivables            14         44,845            5,918 
 Cash and cash equivalents                          7,337            9,738 
----------------------------------  ------  -------------  --------------- 
 Total current assets                              66,862           30,501 
----------------------------------  ------  -------------  --------------- 
 
 Current liabilities 
 Trade and other payables               15        (9,158)          (7,078) 
 Financial liabilities                  17       (49,073)          (6,329) 
 Current tax liabilities                             (71)             (80) 
----------------------------------  ------  -------------  --------------- 
 Total current liabilities                       (58,302)         (13,487) 
----------------------------------  ------  -------------  --------------- 
 Net current assets                                 8,560           17,014 
----------------------------------  ------  -------------  --------------- 
 Total assets less current 
  liabilities                                      66,351          109,257 
----------------------------------  ------  -------------  --------------- 
 
 Non-current liabilities: 
 Financial liabilities                  17       (15,461)         (60,348) 
 Lease liabilities                       8          (584)                - 
 Deferred tax liabilities               16        (2,102)          (2,623) 
 Net assets                                        48,204           46,286 
----------------------------------  ------  -------------  --------------- 
 
 Equity 
 Called up share capital                            1,166            1,166 
 Share premium                                      5,791            5,791 
 Share-based payment reserve                          179              179 
 Foreign exchange translation 
  reserve                                         (1,260)            (731) 
 Purchase of own shares reserve                   (2,653)          (2,248) 
 Investment revaluation reserve                     (236)             (41) 
 Retained earnings                                 45,060           42,056 
----------------------------------  ------  -------------  --------------- 
 Equity attributable to the 
  owners of the parent                             48,047           46,172 
 Non-controlling interests                            157              114 
----------------------------------  ------  -------------  --------------- 
 Total equity                                      48,204           46,286 
----------------------------------  ------  -------------  --------------- 
 
 Net assets per share                    9         43.53p           41.46p 
----------------------------------  ------  -------------  --------------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2020

 
 Group                Share     Share   Share-based       Foreign   Purchase    Investment   Retained   Non-controlling     Total 
                    capital   premium       payment      exchange     of own   revaluation   earnings         interests 
                                            reserve   translation     shares       reserve 
                                                          reserve 
                    GBP'000   GBP'000       GBP'000       GBP'000    GBP'000       GBP'000    GBP'000           GBP'000   GBP'000 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 At 1 April 
  2019                1,166     5,791           179         (731)    (2,248)          (41)     42,056               114    46,286 
 Profit 
  for the 
  year                    -         -             -             -          -             -      4,905                 -     4,905 
 Net gain/(loss) 
  on financial 
  assets 
  at fair 
  value through 
  other 
  comprehensive 
  income                  -         -             -             -          -         (195)          -                 -     (195) 
 Exchange 
  differences 
  on 
  retranslation 
  of foreign 
  subsidiaries            -         -             -         (529)          -             -          -                27     (502) 
 Sale of 
  treasury 
  shares                  -         -             -             -         12             -          -                 -        12 
 Purchase 
  of treasury 
  shares                  -         -             -             -      (417)             -          -                 -     (417) 
 Exercise                 -         -             -             -          -             -          -                 -         - 
  of Share 
  Options 
 Non-controlling 
  interests               -         -             -             -          -             -       (46)                46         - 
 Dividends 
  paid                    -         -             -             -          -             -    (1,855)              (30)   (1,885) 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 At 31 March 
  2020                1,166     5,791           179       (1,260)    (2,653)         (236)     45,060               157    48,204 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2019

 
 Group                Share     Share   Share-based       Foreign   Purchase    Investment   Retained   Non-controlling     Total 
                    capital   premium       payment      exchange     of own   revaluation   earnings         interests 
                                            reserve   translation     shares       reserve 
                                                          reserve 
                    GBP'000   GBP'000       GBP'000       GBP'000    GBP'000       GBP'000    GBP'000           GBP'000   GBP'000 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 At 1 April 
  2018                1,166     5,789           203         1,398       (95)          (70)     38,344             6,187    52,922 
 Profit 
  for the 
  year                    -         -             -             -          -             -      6,365                 -     6,365 
 Net gain/(loss) 
  on financial 
  assets 
  at fair 
  value through 
  other 
  comprehensive 
  income                  -         -             -             -          -            29          -                 -        29 
 Change 
  in proportion 
  held by 
  NCI (FOP)               -         -             -             -          -             -          -               978       978 
 Change 
  in proportion 
  held by 
  NCI (EAS)               -         -             -             -          -             -          -                95        95 
 Deconsolidation 
  of FOP                  -         -             -             -          -             -          -           (7,598)   (7,598) 
 Exchange 
  differences 
  on 
  retranslation 
  of foreign 
  subsidiaries            -         -             -       (1,408)          -             -          -             (376)   (1,784) 
 Foreign 
  exchange 
  profit 
  recycled 
  to the 
  income 
  statement               -         -             -         (721)          -             -          -                 -     (721) 
 Sale of 
  treasury 
  shares                  -         2             -             -         10             -          -                 -        12 
 Purchase 
  of treasury 
  shares                  -         -             -             -    (2,201)             -          -                 -   (2,201) 
 Exercise 
  of share 
  options                 -         -          (24)             -         38             -          -                 -        14 
 Non-controlling 
  interests               -         -             -             -          -             -      (851)               851         - 
 Dividends 
  paid                    -         -             -             -          -             -    (1,802)              (23)   (1,825) 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 At 31 March 
  2019                1,166     5,791           179         (731)    (2,248)          (41)     42,056               114    46,286 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 31 March 2020

 
                                                 2020       2019 
                                                Group      Group 
                                              GBP'000    GBP'000 
-----------------------------------------   ---------  --------- 
 Cash flows from operating activities 
-----------------------------------------   ---------  --------- 
 Operating profit                               5,233      8,501 
 Adjustments for: 
 Depreciation/write down of investment 
  property and property, plant 
  & equipment                                   2,178      5,167 
 Profit on the sale of investment             (1,527)          - 
  property 
 Profit on the sale of FOP shares                   -       (64) 
 Gain on loss of control of subsidiary              -    (4,827) 
 Impairment loss on an investment 
  property                                          -       (32) 
 Impairment of goodwill on acquisition 
  of subsidiary                                     -         27 
 Loss on disposal of subsidiary                     -          5 
 (Increase)/decrease in inventories             (258)         96 
 Decrease/(increase) in trade 
  and other receivables                         1,040    (1,285) 
 (Decrease)/increase in trade 
  and other payables                            (483)      (187) 
 Other non-cash adjustments                       121        599 
 Cash generated from operations                 6,304      8,000 
 Taxes paid                                   (1,013)    (1,268) 
------------------------------------------  ---------  --------- 
 Net cash flow from operating 
  activities                                    5,291      6,732 
------------------------------------------  ---------  --------- 
 
 Cash flow from/(used in) investing 
  activities 
-----------------------------------------   ---------  --------- 
 Capital expenditure on investment 
  properties                                  (1,258)    (1,531) 
 Proceeds from partial disposal 
  of other financial assets held 
  at fair value through other 
  comprehensive income                            576        549 
 Purchase of property, plant 
  & equipment                                    (43)       (36) 
 Proceeds from the sale of FOP 
  shares                                            -      2,630 
 Cash paid on acquisitions of 
  new subsidiaries                                  -      (527) 
 Cash and cash equivalents received 
  on acquisitions of new subsidiaries               -        421 
 Cash disposed following deconsolidation 
  of subsidiaries                                   -    (2,046) 
 Investment in shares of new 
  associates                                        -      (527) 
 Payment of Rights Issue in 5PT                     -      (138) 
 Investment in funds                                -      (468) 
 Proceeds from funds                              218        569 
 Interest received                                 80        114 
 Dividends from associates                          -        590 
 Distributions received                           276        273 
 Net cash flow used in investing 
  activities                                    (151)      (127) 
------------------------------------------  ---------  --------- 
 
 Cash flow from/(used in) financing 
  activities 
 Net repayment of shareholder 
  loan in subsidiary                                -      (121) 
 Proceeds from bank loan                        1,769          - 
 Repayment of bank loans                      (3,054)    (3,179) 
 Repayment from the sale of FOP 
  shareholder loan                                  -        326 
 Repayment of finance lease                   (2,562)    (3,065) 
 Sale of shares held in treasury                   12         12 
 Purchase of new treasury shares                (417)    (2,201) 
 Exercise of share options                          -         47 
 Interest paid                                (1,338)    (2,180) 
 Dividends paid                               (1,855)    (1,802) 
 Dividends paid to non-controlling 
  interests                                      (30)       (23) 
------------------------------------------  ---------  --------- 
 Net cash flow used in financing 
  activities                                  (7,475)   (12,186) 
------------------------------------------  ---------  --------- 
 
 Net increase/(decrease) in cash 
  and cash equivalents                        (2,335)    (5,581) 
------------------------------------------  ---------  --------- 
 Cash and cash equivalents at 
  the beginning of the year                     9,738     15,315 
------------------------------------------  ---------  --------- 
 Currency translation gains on 
  cash and cash equivalents                      (66)          4 
------------------------------------------  ---------  --------- 
 Cash and cash equivalents at 
  the year end                                  7,337      9,738 
------------------------------------------  ---------  --------- 
 
   1.             Basis of Preparation 

These preliminary financial statements have not been audited and are derived from the statutory accounts within the meaning of section 434 of the Companies Act 2006. They have been prepared in accordance with the Group's accounting policies that will be applied in the Group's annual financial statements for the year ended 31 March 2020. The policies have been consistently applied to all years presented unless otherwise stated below. These accounting policies are drawn up in accordance with International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and as adopted by the European Union (EU). Whilst the financial information included in this preliminary statement has been prepared in accordance with IFRS, this announcement does not itself contain sufficient information to fully comply with IFRS. The comparative figures for the financial year ended 31 March 2019 are not the statutory accounts for the financial year but are derived from those accounts prepared under IFRS which have been reported on by the Group's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified, did not include references to any matter to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

Going Concern

In the shadow of the COVID-19 pandemic and the increased uncertainty that it brings, the Directors have carried out an analysis to support their view that the Group is a going concern and under which basis these financial statements have been prepared.

Underlying their conclusion was the sale of the Group's most valuable property, CH8, for a consideration of EUR44.0 million. The sale completed on 24 April 2020 and increased the Group's cash balances by EUR19.6 million after repaying the bank loan secured against the property. The Board therefore believes it is well placed to navigate a prolonged period of uncertainty if necessary.

The health and safety of all its employees and key service providers continues to remain a priority and the Group continues to monitor recommendations issued by the relevant authorities, and is complying with these where appropriate across the properties that it either owns or manages. The Group has put into action its Disaster Recovery (DR) plan which include travel restrictions and remote working policies. These have been in effect since 23 March 2020 and are operating well.

Analysis and scenario testing, which includes the impact from the COVID-19 pandemic, was carried out on the Group's main divisional income streams, being asset management fees from the asset management division, rental income from its eight directly owned group properties and cash returns from its associates and investments.

   a)    Asset Management Fee Income 

Asset management fee income is primarily derived from its UK funds (58%), three of which are limited partnerships whose limited partners are mostly UK pension funds.

With one exception, fees are invoiced monthly and are calculated based on a percentage of the latest valuation, which for the UK funds are performed quarterly. This income was tested for percentage falls in property values and the fund's ability to pay.

Income collected by the UK funds has to fall by over 85% before the fund's turn cash negative. In the one fund from which fees are not levied by reference to the property's valuation (Fprop Offices LP) no income was forecast for the purposes of this test, although a 9% decrease in property values in this fund would trigger a clawback of the fee recognised in the year to 31 March 2020. A 15% decrease would trigger the maximum clawback of fees recognised to date of GBP1.38m.

In the two UK funds with borrowing there is headroom of 20% on current property values within the LTV covenant agreed with the lenders. The Directors believe all funds have access to adequate resources to remedy the remote possibility of any loan covenant breaches.

Asset management fees on the group's Polish and Romanian managed funds are also levied as a percentage of funds under management, with reference to the most recent valuations, again with one exception where the fee is fixed (Fprop Phoenix Ltd). These funds are set up under the ownership of a UK limited company which in turn owns the company domiciled in the country that owns the property. Each of these local companies has borrowing secured on the property and is therefore ring fenced from the Group.

The collectability of all asset management fees is in little doubt. Their longevity is determined by the fund's life which is fixed by agreement when each fund is first established. The weighted average unexpired fund management contract term is 5 years, 0 months.

   b)    Rental income from Group Properties 

All eight Group Properties are located in Poland or Romania. These properties consist of 3 office blocks, a logistics warehouse and four mini-supermarkets. All were independently valued on 31 March 2020 after the COVID-19 outbreak at GBP56.30 million (2019: GBP94.61 million).

Whilst uncertainty in these valuations exist and short-term fluctuations can be expected there are reasons to be optimistic. Exposure to non-food retailers is very limited and with Poland exiting lockdown on 4 May 2020 the economic recovery there is forecast to be amongst the leaders in Europe.

The rental income has been reviewed and tested and no significant falls in collection rates are expected. The tenants are of good quality, as proven by excellent cash collection rates through and after the lockdown period. Any renegotiation of rental payment terms that have been agreed are reflected in the analysis.

The weighted average applicable LTV ratio for these Group Properties where applicable is 49.36% against a combined weighted average covenant of 67.38%. Of the Group Properties which are subject to an LTV bank covenant, current values are 26.74% higher. In the case of Gdynia whose borrowing is not subject to an LTV covenant the test assumes that the current finance lease will be renegotiated on competitive terms.

The Directors have considered the consequences of failing to refinance the Gdynia property in this going concern assessment when the final finance lease repayment of EUR25.2 million falls due in February 2021. They are confident that, since the debt is non-recourse to the Group and that its equity in the property is valued in these financial statements at only EUR0.55 million, a failure to refinance would have no bearing on the going concern assessment.

   c)     Income from Associates and Investments 

Analysis was also carried out on the returns from the Group's investment in Associates. All funds invested in Poland and Romania have temporarily suspended distributions to shareholders and consequently no income for the Group was assumed from this source for the purposes of this test. All bank loan covenants were reviewed and tested against future decreases in valuation and net operating income.

Dividend income from the Group's UK investments was also stress tested and found not to have a significant impact. Average rent collection within the funds invested was 93% for the March quarter. For the purposes of this test a 50% fall was factored in for the full year.

Going Concern statement

Based on the results of the analysis carried out as outlined above the Board believes that the Group has the ability to continue its business for at least 12 months from the date of approval of the financial statements and therefore has adopted the going concern basis in the preparation of this financial information.

New Standards and Interpretations

New standards impacting the Group which have been adopted in the preliminary financial statements for the year ended 31 March 2020, and which have given rise to changes in the Group's accounting policies are:

IFRS 16 Leases

The company has changed its accounting policy for leases.

Until 31 March 2019 the group held a small number of leases as lessee which were classified as operating leases, under which the significant portion of the risks and rewards of ownership were not transferred to the company. Payments made under operating leases were charged to profit or loss on a straight-line basis over the period of the lease.

From 1 April 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

   --      Fixed payments, less any lease incentives received 
   --      Variable lease payments that are based on an index or a rate 
   --      Amounts expected to be paid by the company under residual value guarantees 

-- Payments or penalties for terminating the lease, if the lease term reflects the company exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the lessee's incremental borrowing rate, being the rate that the company would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate the company where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:

   --      the amount of the initial measurement of lease liability 

-- any lease payments made at or before the commencement date less any lease incentives received

   --      any initial direct costs; and 
   --      restoration costs. 

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

These preliminary financial statements were approved by the Board of Directors on 18 June 2020.

   2.             Revenue 

Revenue from continuing operations consists of revenue arising in the United Kingdom 12% (2019: 11%), Poland 81% (2019: 82%) and Romania 7% (2019: 7%). All revenue relates solely to the Group's principal activities.

   3.             Segment Reporting 2020 
 
                                               Fund                                     Group Properties 
                                         Management                                             Division 
                                           Division 
                                                                                                          --------------------------------------------- 
                                           Property                       Group               Associates              Unallocated                 Total 
                                               fund                  properties                      and                  central 
                                         management                   and other              investments                overheads 
                                                                 co-investments 
                                                                                                          -----------------------  -------------------- 
                                            GBP'000                     GBP'000                  GBP'000                  GBP'000               GBP'000 
---------------------------  ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Rental income                         -                      10,403                        -                        -                10,403 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Service charge 
             income                               -                       1,986                        -                        -                 1,986 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Asset 
             management 
             fees                             3,483                           -                        -                        -                 3,483 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Performance 
             related 
             fee income                         415                           -                        -                        -                   415 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Total revenue                     3,898                      12,389                        -                        -                16,287 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
 
            Depreciation 
             and 
             amortisation                      (35)                     (2,443)                        -                        -               (2,478) 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
 
            Operating 
             profit                           1,335                       5,962                        -                  (2,064)                 5,233 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Share of 
             results 
             in associates                        -                           -                    1,879                        -                 1,879 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Fair value 
             adjustment 
             on associates                        -                           -                    (659)                        -                 (659) 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Investment 
             income                               -                           -                      324                        -                   324 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Interest income                       -                          74                        -                        6                    80 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Interest 
             payable                              -                     (1,338)                        -                        -               (1,338) 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Profit/(loss) 
             before tax                       1,335                       4,698                    1,544                  (2,058)                 5,519 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
 
            Analysed as: 
            Underlying 
             profit/(loss) 
             before tax 
             before 
             adjusting for 
             the following 
             items:                           1,344                       6,549                    2,203                  (1,023)                 9,073 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Profit on the 
             sale of 
             investment 
             property                             -                       1,527                        -                        -                 1,527 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Fair value 
             adjustment 
             on associates                        -                           -                    (659)                        -                 (659) 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Depreciation                       (35)                     (2,443)                        -                        -               (2,478) 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Performance 
             related 
             fee income                         415                           -                        -                        -                   415 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Staff 
             incentives                       (383)                       (325)                        -                  (1,101)               (1,809) 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Realised 
             foreign 
             currency 
             (losses)/gains                     (6)                       (610)                        -                       66                 (550) 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Total                             1,335                       4,698                    1,544                  (2,058)                 5,519 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
 
            Assets - Group                    1,078                      98,591                    3,174                    4,032               106,875 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Share of net 
             assets of 
             associates                           -                           -                   18,006                    (308)                17,698 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Liabilities                       (338)                    (74,793)                        -                  (1,238)              (76,369) 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Net assets                          740                      23,798                   21,180                    2,486                48,204 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
 
            Additions to non-current assets 
            Property, plant 
             and equipment                        -                          43                        -                        -                    43 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Investment 
             properties                           -                       1,258                        -                        -                 1,258 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Trading stock                         -                         346                        -                        -                   346 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
            Investment in                         -                           -                        -                        -                     - 
             associates 
                             ----------------------  --------------------------  -----------------------  -----------------------  -------------------- 
 

Segment Reporting 2019

 
                                            Fund                            Group Properties 
                                         Management                             Division 
                                          Division 
                                                                                                         --------------------------------------------- 
                                          Property                   Group                   Group fund              Unallocated                 Total 
                                            fund                   properties                properties                central 
                                         management                and other                    FOP                   overheads 
                                                                 co-investments 
                                                                                                         -----------------------  -------------------- 
                                            GBP'000                     GBP'000                 GBP'000                  GBP'000               GBP'000 
---------------------------  ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Rental income                         -                       9,658                   3,272                        -                12,930 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Service charge 
             income                               -                       1,748                     798                        -                 2,546 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Asset 
             management 
             fees                             3,420                           -                       -                        -                 3,420 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Performance 
             related 
             fee income                       1,541                           -                       -                        -                 1,541 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Total revenue                     4,961                      11,406                   4,070                        -                20,437 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
 
            Depreciation 
             and 
             amortisation                      (37)                     (1,991)                   (200)                        -               (2,228) 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
 
            Operating 
             profit                           3,031                       2,048                   6,136                  (2,714)                 8,501 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Share of 
             results 
             in associates                        -                       1,687                    (87)                        -                 1,600 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Investment 
             income                               -                         273                       -                        -                   273 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Interest income                       -                          78                      31                        5                   114 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Interest 
             payable                              -                     (1,387)                   (793)                        -               (2,180) 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Profit/(loss) 
             before tax                       3,031                       2,699                   5,287                  (2,709)                 8,308 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
 
            Analysed as: 
            Underlying 
             profit/(loss) 
             before tax 
             before 
             adjusting for 
             the following 
             items:                           1,981                       7,467                   2,058                  (1,012)                10,494 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Impairment 
             losses                               -                     (3,043)                      32                        -               (3,011) 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Group's share 
             of revaluation 
             losses on 
             associates                           -                           -                   (764)                        -                 (764) 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Profit on the 
             sale of 'FOP' 
             shares                               -                          64                       -                        -                    64 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Gain on loss 
             of control of 
             subsidiary                           -                         606                   4,221                        -                 4,827 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Depreciation 
             on investment 
             property                             -                     (1,740)                       -                        -               (1,740) 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Performance 
             related 
             fee income                       1,541                           -                       -                        -                 1,541 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Staff 
             incentives                       (476)                       (190)                   (212)                  (1,669)               (2,547) 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Realised 
             foreign 
             currency 
             (losses)/gains                    (15)                       (465)                    (48)                     (28)                 (556) 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Total                             3,031                       2,699                   5,287                  (2,709)                 8,308 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
 
            Assets - Group                    1,630                      98,118                       -                    5,942               105,690 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Share of net 
             assets of 
             associates                           -                      17,362                       -                    (308)                17,054 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Liabilities                       (398)                    (74,254)                       -                  (1,806)              (76,458) 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Net assets                        1,232                      41,226                       -                    3,828                46,286 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
 
            Additions to non-current assets 
            Property, plant 
             and equipment                        -                          35                       -                        -                    35 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Investment 
             properties                           -                       1,116                     415                        -                 1,531 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Trading stock                         -                          11                       -                        -                    11 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
            Investment in 
             associates                           -                       1,663                  11,509                        -                13,172 
                             ----------------------  --------------------------  ----------------------  -----------------------  -------------------- 
 

4. Reconciliation of actual 2019 to Proforma Income Statement and Proforma Statement of Comprehensive Income

 
                             Original         Less:               Add:        Adjustment:    PROFORMA 
                                 Year      FOP (per          Reinstate   FOP contribution     Year to 
                                to 31     published          FOP Asset              as an    31 March 
                                March       segment         Management          Associate        2019 
                                 2019    at 30 Sept    fee elimination 
                                              2018) 
--------------------------  ---------  ------------  -----------------  -----------------  ---------- 
                              GBP'000       GBP'000            GBP'000            GBP'000     GBP'000 
 Revenue                       20,437         4,070                269                  -      16,636 
 Cost of sales                (4,491)         (983)                  -                  -     (3,508) 
--------------------------  ---------  ------------  -----------------  -----------------  ---------- 
 Gross profit                  15,946         3,087                269                  -      13,128 
 Profit on sale 
  of FOP shares                    64             -                  -                  -          64 
 Impairment of 
  goodwill on acquisition 
  of subsidiary                  (27)            32                  -                  -        (59) 
 Gain on loss 
  of control of 
  subsidiary                    4,827                                -                  -       4,827 
 Impairment loss 
  to investment 
  property                    (2,984)             -                  -                  -     (2,984) 
 Loss on disposal 
  of subsidiary                   (5)             -                  -                  -         (5) 
 Operating expenses           (9,320)         (575)              (269)                  -     (9,014) 
--------------------------  ---------  ------------  -----------------  -----------------  ---------- 
 Operating profit               8,501         2,544                  -                  -       5,957 
--------------------------  ---------  ------------  -----------------  -----------------  ---------- 
 Share of results 
  in associates                 1,600             -                  -                720       2,320 
 Investment income                273             -                  -                  -         273 
 Interest income                  114            30                  -                  -          84 
 Interest expense             (2,180)         (792)                  -                  -     (1,388) 
--------------------------  ---------  ------------  -----------------  -----------------  ---------- 
 Profit before 
  tax                           8,308         1,782                  -                720       7,246 
 Tax charge 
 Current tax                  (1,284)         (240)                  -                  -     (1,044) 
 Deferred tax                   (659)             5                  -                  -       (664) 
--------------------------  ---------  ------------  -----------------  -----------------  ---------- 
                              (1,943)         (235)                  -                  -     (1,708) 
--------------------------  ---------  ------------  -----------------  -----------------  ---------- 
 Profit after 
  tax for the year              6,365         1,547                  -                720       5,538 
 Attributable 
  to: 
 Owners of the 
  parent                        5,514           720                  -                720       5,514 
 Non-controlling 
  interests                       851           827                  -                  -          24 
--------------------------  ---------  ------------  -----------------  -----------------  ---------- 
                                6,365         1,547                  -                720       5,538 
--------------------------  ---------  ------------  -----------------  -----------------  ---------- 
 
 Other comprehensive 
  income 
-------------------------------------  ------------  -----------------  -----------------  ---------- 
 Exchange differences 
  on retranslation 
  of foreign subsidiaries     (1,784)         (376)                  -                  -     (1,408) 
 Foreign exchanges 
  profit recycled 
  to the income 
  statement on 
  disposal                      (721)             -                  -                  -       (721) 
 Net gain/(loss) 
  on financial 
  assets at fair 
  value through 
  OCI                              29             -                  -                  -          29 
 Taxation                           -             -                  -                  -           - 
--------------------------  ---------  ------------  -----------------  -----------------  ---------- 
 Total comprehensive 
  income for the 
  year                          3,889         1,171                  -                720       3,438 
--------------------------  ---------  ------------  -----------------  -----------------  ---------- 
 
 
 Total comprehensive income for the year attributable to: 
-------------------------------------------------------------------- 
 Owners of the 
  parent                      3,414        720    -    720     3,414 
 Non-controlling 
  interests                     475        451    -      -        24 
------------------------  ---------  ---------  ---  -----  -------- 
                              3,889      1,171    -    720     3,438 
------------------------  ---------  ---------  ---  -----  -------- 
 

Reconciliation for adjustment to Share of results in associates:

 
                                                      PROFORMA 
                                                    Year to 31 
                                                    March 2019 
                                         GBP'000       GBP'000 
 ------------------------------------   --------  ------------ 
 Share of results in 
  associates                                             1,600 
 Adjustments for: 
 FOP profit before tax for 6 months 
  to 30 September 2018                     1,782 
 Tax expense attributable 
 to FOP                                    (235) 
                                        -------- 
 Profit after tax                          1,547 
 
 Less: FOP non-controlling interest 
  30 September 2018                        (827) 
                                        -------- 
                                                           720 
--------------------------------------  --------  ------------ 
 Share of result of associates on 
  a proforma basis                                       2,320 
--------------------------------------  --------  ------------ 
 
   5.             Interest Income 
 
                                                              2020                  2019 
                                                             Group                 Group 
                                                           GBP'000               GBP'000 
            Interest income - bank deposits                     26                    18 
            Interest income - other                             54                    96 
--------------------------------------------  --------------------  -------------------- 
            Total interest income                               80                   114 
--------------------------------------------  --------------------  -------------------- 
 
 
                                                                2020                  2019 
                                                               Group                 Group 
                                                             GBP'000               GBP'000 
----------------------------------------------  --------------------  -------------------- 
            Interest expense - property loans                (1,009)               (1,571) 
            Interest expense - bank and other                   (53)                  (49) 
            Finance charges on finance leases                  (276)                 (560) 
----------------------------------------------  --------------------  -------------------- 
            Total interest expense                           (1,338)               (2,180) 
----------------------------------------------  --------------------  -------------------- 
 
   6.             Profit on the Sale of an Investment Property 

During the year, the Group's largest property, Chalubinskiego 8 (CH8) in Warsaw, Poland was sold for EUR44 million. The sale completed on 24 April 2020 with its financial liabilities being discharged.

EUR '000

 
            Sale Proceeds                                        44,000 
-------------------------------------------------  -------------------- 
            Less: Cost to sell 
            Cost of property                                   (39,614) 
            Cost of sale guarantees                             (2,612) 
            Other transactional costs                             (314) 
            Release of property provision                           266 
-------------------------------------------------  -------------------- 
            Profit on the sale of an investment 
             property                                             1,726 
-------------------------------------------------  -------------------- 
 

The profit on sale of the property recognised in the Consolidated Income Statement is GBP1,527,083 which represents the profit above of EUR1,725,757 converted at a rate of 1.1301 EUR/GBP.

As a condition of the sale the Group has guaranteed the rental and service charge income and fitout costs on the residual vacant space, up to some EUR1.2 million per annum for five years and EUR1.5 million respectively. A provision for the potential cost of this guarantee has been included within other payables and accruals.

   7.             Tax Expense 
 
                                                                  2020                  2019 
                                                               GBP'000               GBP'000 
------------------------------------------------  --------------------  -------------------- 
            Analysis of tax charge for the year 
            Current tax                                          (974)               (1,284) 
            Deferred tax                                           360                 (659) 
------------------------------------------------  --------------------  -------------------- 
            Total tax charge for the year                        (614)               (1,943) 
------------------------------------------------  --------------------  -------------------- 
 

The tax charge includes actual current and deferred tax for continuing operations.

As in prior years, brought forward and current UK tax losses have not been recognised as a deferred tax asset due to insufficient foreseeable taxable income being earned in the UK.

   8.             Lease Liabilities and Right of Use Assets 

The Group has reviewed the lease terms of its leases in force at the date of transition and has identified two leases.

The first lease which is the lease of the UK office at St James's Street, London terminates 1 July 2020 therefore within 12 months of the transition date. The Group has taken the exemption under IFRS 16 for short term leases and continued to recognise the cost of this lease as an expense in the income statement.

The second lease within the Group is by First Property Poland sp. z. o. o. (FPP), a subsidiary entity leasing office space from 5(th) Property Trading Poland sp. z. o. o. (a related party to the Group). This lease terminates on 31 March 2024. A discount rate of 2.75% has been applied representing its incremental borrowing rate.

As at 31 March 2020 the Group has recognised a lease liability under IFRS 16 of GBP584,000 with an equivalent right of use asset. The net charge to the income statement was GBP8,462.

   9.             Earnings/NAV per Share 
 
                                               2020      2019 
 Basic earnings per share                     4.38p     4.95p 
 Diluted earnings per share                   4.29p     4.85p 
 
                                            GBP'000   GBP'000 
 Basic earnings                               4,859     5,514 
 Diluted earnings assuming full dilution      4,867     5,522 
 

The following numbers of shares have been used to calculate both the basic and diluted earnings per share:

 
                                                2020          2019 
                                              Number        Number 
--------------------------------------  ------------  ------------ 
 Weighted average number of Ordinary 
  shares in issue 
  (used for basic earnings per share 
  calculation)                           110,953,578   111,353,468 
--------------------------------------  ------------  ------------ 
 Number of share options                   2,610,000     2,610,000 
--------------------------------------  ------------  ------------ 
 Total number of Ordinary shares used 
  in the diluted earnings per share 
  calculation                            113,563,578   113,963,468 
--------------------------------------  ------------  ------------ 
 

The following earnings have been used to calculate both the basic and diluted earnings per share:

 
                                           2020       2019 
                                        GBP'000    GBP'000 
------------------------------------  ---------  --------- 
 Basic earnings per share 
 Basic earnings                           4,859      5,514 
------------------------------------  ---------  --------- 
 
 Diluted earnings per share 
 Basic earnings                           4,859      5,514 
 Notional interest on share options 
  assumed to be exercised                     8          8 
------------------------------------  ---------  --------- 
 Diluted earnings                         4,867      5,522 
------------------------------------  ---------  --------- 
 
 
                                    2020     2019 
 Net assets per share             43.53p   41.46p 
 Adjusted net assets per share    55.00p   57.48p 
-------------------------------  -------  ------- 
 
 
 
 
 
 
 
 
 
 
 
   The following numbers have been used to calculate both 
   the net assets and adjusted net assets per share: 
 For net assets per share                     GBP'000   GBP'000 
-------------------------------------------  --------  -------- 
 Net assets excluding non-controlling 
  interests                                    48,047    46,172 
                                              GBP'000   GBP'000 
 For adjusted net assets per share 
 Net assets excluding non-controlling 
  interests                                    48,047    46,172 
 Investment properties at fair value 
  net of deferred tax                           4,520     4,664 
 Inventories at fair value net of deferred 
  tax                                           2,939     5,416 
 Other items                                    6,641     9,256 
-------------------------------------------  --------  -------- 
 Total                                         62,147    65,508 
-------------------------------------------  --------  -------- 
 
 
 
                                            Number        Number 
------------------------------------  ------------  ------------ 
 Number of shares in issue at year 
  end                                  110,382,332   111,354,001 
                                            Number        Number 
------------------------------------  ------------  ------------ 
 Number of shares in issue at year 
  end                                  110,382,332   111,354,001 
 Number of share options assumed to 
  be exercised                           2,610,000     2,610,000 
------------------------------------  ------------  ------------ 
 Total                                 112,992,332   113,964,001 
------------------------------------  ------------  ------------ 
 
   10.          Goodwill 
 
                                          2020                  2019 
                                         Group                 Group 
                                       GBP'000               GBP'000 
------------------------  --------------------  -------------------- 
            At 1 April                     153                   153 
------------------------  --------------------  -------------------- 
            At 31 March                    153                   153 
------------------------  --------------------  -------------------- 
 

The Directors have carried out an annual impairment test and concluded that no impairment was necessary because the estimated value in use was higher than the value stated.

   11.          Investment Properties 
 
                                                                          2020                  2019 
                                                                         Group                 Group 
                                                                       GBP'000               GBP'000 
--------------------------------------------------------  --------------------  -------------------- 
            Investment properties 
            At 1 April                                                  67,348               132,180 
            Capital expenditure                                          1,258                 1,531 
            Additions                                                        -                 5,406 
            Disposal                                                  (32,190)              (63,907) 
            Depreciation                                               (2,055)               (2,111) 
            Write down/impairment loss to an investment 
             property                                                        -               (2,984) 
            Foreign exchange translation                               (1,824)               (2,767) 
--------------------------------------------------------  --------------------  -------------------- 
            At 31 March                                                 32,537                67,348 
--------------------------------------------------------  --------------------  -------------------- 
 

Investment properties owned by the Group are stated at cost less depreciation and accumulated impairment losses. The properties were valued at the Group's financial year end at EUR43.08 million (2019: EUR84.84 million), the Sterling equivalent at closing foreign exchange rates being GBP38.12 million (2019: GBP73.18 million).

On acquisition of the Gdynia property the Directors took the decision to depreciate the property over the lease term which expires in 2020. In the Directors' opinion the property's estimated residual value at the end of the period of ownership will be lower than the carrying value. No other property has been depreciated as the estimated residual value is expected to be higher than the carrying value.

The property disposals in the year to 31 March 2020 represent the sale of CH8 for EUR44.00 million. The disposal of GBP32.19 million represents the cost of the property up to the point of sale. See Note 6 for detail of the sale of the property.

   12.          Investment in Associates and Other Financial Assets and Investments 

The Group has the following investments:

 
                                                                      2020                  2019 
                                                                     Group                 Group 
                                                                   GBP'000               GBP'000 
----------------------------------------------------  --------------------  -------------------- 
            a) Associates 
            At 1 April                                              17,054                 4,725 
            Additions                                                    -                13,172 
            Disposals                                                    -               (1,304) 
            Shareholder loan repayments                              (576)                 (549) 
            Share of associates' profit after 
             tax                                                     1,879                 2,364 
            Share of associates' revaluation losses                  (659)                 (764) 
            Dividends received                                           -                 (590) 
----------------------------------------------------  --------------------  -------------------- 
            At 31 March                                             17,698                17,054 
----------------------------------------------------  --------------------  -------------------- 
 

The Group's investments in associated companies is held at cost plus its share of post-acquisition profits assuming the adoption of the cost model for accounting for investment properties under IAS40 and comprises the following:

 
                                                                       2020                  2019 
                                                                      Group                 Group 
                                                                    GBP'000               GBP'000 
-----------------------------------------------------  --------------------  -------------------- 
            Investment in associates 
            5(th) Property Trading Ltd                                1,436                 1,288 
            Fprop Romanian Supermarkets Ltd                             168                   150 
            Fprop Galeria Corso Ltd                                   2,346                 2,089 
            Fprop Krakow Ltd                                          1,451                 1,308 
            Fprop Cluj Ltd                                              519                   458 
            Fprop Phoenix Ltd                                         1,908                 2,049 
            Fprop Opportunities plc                                  10,178                10,020 
-----------------------------------------------------  --------------------  -------------------- 
                                                                     18,006                17,362 
-----------------------------------------------------  --------------------  -------------------- 
            Less: Share of profit after tax withheld 
             on sale of property to 5(th) Property 
             Trading Ltd in 2007                                      (308)                 (308) 
-----------------------------------------------------  --------------------  -------------------- 
                                                                     17,698                17,054 
-----------------------------------------------------  --------------------  -------------------- 
 

If the Group had adopted the alternative fair value model for accounting for investment properties, the carrying value of the investments in associates would have increased to GBP23.96 million (2019: GBP25.97 million).

 
                                                                        2020                  2019 
                                                                       Group                 Group 
                                                                     GBP'000               GBP'000 
------------------------------------------------------  --------------------  -------------------- 
            b) Other financial assets and investments 
            At 1 April                                                 3,539                 4,517 
            Additions                                                     48                   468 
            Disposals                                                      -                 (900) 
            Repayments                                                 (218)                 (569) 
            Increase /(Decrease) in fair value 
             during the year                                           (195)                    23 
------------------------------------------------------  --------------------  -------------------- 
            At 31 March                                                3,174                 3,539 
------------------------------------------------------  --------------------  -------------------- 
 

The Group holds three unlisted investments in funds managed by it. All are held at fair value. All of the assets have been designated at fair value through OCI upon the adoption of IFRS 9. In the Directors' view the fair value has been estimated to be not materially different from their carrying value. Fair value has been arrived at by applying the Group's percentage holding in the investments to the fair value of their net assets.

   13.          Inventories - Land and Buildings 
 
                                                                  2020                  2019 
                                                                 Group                 Group 
                                                               GBP'000               GBP'000 
------------------------------------------------  --------------------  -------------------- 
            Group properties for resale at cost 
            At 1 April                                          14,817                15,586 
            Capital expenditure                                    346                    11 
            Disposal/write off                                       -                  (30) 
            Depreciation                                          (88)                  (77) 
            Foreign exchange translation                         (517)                 (673) 
------------------------------------------------  --------------------  -------------------- 
            At 31 March                                         14,558                14,817 
------------------------------------------------  --------------------  -------------------- 
 

The Group's total interest in Blue Tower (an office block in Warsaw) is 48.2% of the building. The fair value of this interest is GBP18.19 million (EUR20.55 million) down from GBP21.50 million (EUR24.95 million) in 2019 but is stated at cost as above.

   14.          Trade and Other Receivables 
 
                                                                           2020                  2019 
                                                                          Group                 Group 
                                                                        GBP'000               GBP'000 
---------------------------------------------------------  --------------------  -------------------- 
            Current assets 
            Trade receivables                                             1,423                 1,408 
            Less provision for impairment of receivables                  (330)                 (297) 
---------------------------------------------------------  --------------------  -------------------- 
            Trade receivables net                                         1,093                 1,111 
            Other receivables                                            42,343                 2,836 
            Prepayments and accrued income                                1,409                 1,971 
---------------------------------------------------------  --------------------  -------------------- 
            At 31 March                                                  44,845                 5,918 
---------------------------------------------------------  --------------------  -------------------- 
 

Other receivables, under current assets, includes GBP38.93 million relating to the sale proceeds following the sale of CH8, which were received in full on 24 April 2020.

 
            Non-current assets 
-------------------------------  ---------------  ----------------- 
            Other receivables                922              1,312 
-------------------------------  ---------------  ----------------- 
 

Other receivables, under non-current assets, relates to the deferred consideration from the sale of an investment property located in Romania. This has been discounted to reflect its current value.

   15.          Trade and Other Payables 
 
                                                                 2020                  2019 
                                                                Group                 Group 
                                                              GBP'000               GBP'000 
-----------------------------------------------  --------------------  -------------------- 
            Current liabilities 
            Trade payables                                      2,591                 2,798 
            Other taxation and social security                  1,030                   855 
            Other payables and accruals                         5,354                 3,235 
            Deferred income                                       183                   190 
-----------------------------------------------  --------------------  -------------------- 
            At 31 March                                         9,158                 7,078 
-----------------------------------------------  --------------------  -------------------- 
 
   16.          Deferred Tax 

Deferred tax assets and liabilities are attributable to the following items:

 
                                 2020       2020           2020          2019       2019           2019 
                                Group      Group          Group         Group      Group          Group 
                           net assets     assets    liabilities    net assets     assets    liabilities 
                              GBP'000    GBP'000        GBP'000       GBP'000    GBP'000        GBP'000 
-----------------------  ------------  ---------  -------------  ------------  ---------  ------------- 
 Accrued interest 
  payable                     (1,026)         56        (1,082)         (919)        120        (1,039) 
 Accrued income                   (7)          -            (7)           (5)          -            (5) 
 Foreign bank 
  loan                          1,281      1,295           (14)         1,108      1,108              - 
 Investment properties 
  and inventories                (11)        983          (994)         (146)      1,425        (1,571) 
 Other temporary 
  differences                     320        325            (5)           118        126            (8) 
-----------------------  ------------  ---------  -------------  ------------  ---------  ------------- 
 At 31 March                      557      2,659        (2,102)           156      2,779        (2,623) 
-----------------------  ------------  ---------  -------------  ------------  ---------  ------------- 
 
   17.          Financial Liabilities 
 
                                2020       2019 
                               Group      Group 
                             GBP'000    GBP'000 
-------------------------  ---------  --------- 
 Current liabilities 
 Bank loan                    23,829      3,780 
 Finance leases               25,244      2,549 
-------------------------  ---------  --------- 
 At 31 March                  49,073      6,329 
-------------------------  ---------  --------- 
 
 Non-current liabilities 
 Bank loans                   15,461     35,783 
 Finance leases                    -     24,565 
-------------------------  ---------  --------- 
 At 31 March                  15,461     60,348 
-------------------------  ---------  --------- 
 
 
                                            2020       2019 
                                           Group      Group 
                                         GBP'000    GBP'000 
-------------------------------------  ---------  --------- 
 Total obligations under bank loans 
  and finance leases 
 Repayable within one year                49,073      6,329 
 Repayable within one and five years       8,770     54,073 
 Repayable after five years                6,691      6,275 
-------------------------------------  ---------  --------- 
 At 31 March                              64,534     66,677 
-------------------------------------  ---------  --------- 
 

Six bank loans and one finance lease all denominated in Euros totalling GBP64.53 million (2019: GBP66.68 million), included within financial liabilities, are secured against investment properties owned by the Group and one property owned by the Group shown under inventories. These bank loans and finance lease are otherwise non-recourse to the Group's assets.

There are no loan to value covenant breaches based on the current market values.

The finance lease for the office building in Gdynia is technically in default of one of its loan covenants for failure to lease more than 50% of the leasable area one year prior to the expiry of the current sole tenant's lease in October 2020. Negotiations with the lender, the tenant and prospective tenants are in progress.

The preliminary results are being circulated to all shareholders and can be downloaded from the Company's web-site ( www.fprop.com ). Further copies can be obtained from the registered office at 32 St James's Street, London, SW1A 1HD.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR EANKLAFDEEFA

(END) Dow Jones Newswires

June 25, 2020 02:00 ET (06:00 GMT)

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