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PDH Premier Diversified Holdings Inc

0.055
0.00 (0.00%)
19 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Premier Diversified Holdings Inc TSXV:PDH TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.055 0.005 0.15 0 01:00:00

Interim Results

24/06/2003 8:01am

UK Regulatory


RNS Number:6755M
Parkdean Holidays PLC
24 June 2003



                            PARKDEAN HOLIDAYS PLC
                         ("Parkdean" or "the Group")
     Interim Results for the period from 1 November 2002 to 25 April 2003

Parkdean Holidays plc is a UK focused holiday park operator that owns nine parks
in South West England, four in Scotland and one in Wales.  Today it announces
its interim results for the 26 weeks ended 25 April 2003.

Highlights

Financial

*        Expected seasonal operating loss of #2.5 million reflecting the
         inclusion of Ruda Holiday Park purchased in March 2002

*        Reduction in interest charges to #1.3 million (2002: #3.6 million)
         demonstrating the benefits of the changed financial structure 
         implemented at flotation

*        Reduced pre tax loss of #3.8 million (2002: #5.4 million)

*        25% increase in declared interim dividend to 2.0p (2002: 1.6p) and
         final dividend for 2003 expected to be 2.5p (2002: 0.9p)

*        Extension and revision of existing bank facilities financing the Group
         for its current and future needs including an acquisition facility of 
         #33 million.

Operational

*        Improvements and refurbishment carried out during winter months on time
         and on budget

*        Direct sales operation performing well

*        Two additional parks in Cornwall added after the half-year end growing
         Parkdean's hire fleet by 25% to 1984 units

Current Trading

*        Holiday hire bookings for 2003 continue to be strong with like for like
         revenue up 11.5%

Graham Wilson, Chairman, said:

"The Group is now demonstrating the benefits of some of the decisions made at
the time of the float.  We have maintained and improved our parks in the winter
months, expanded the estate by the purchase of two parks in Cornwall, put in
place banking facilities that allow future acquisitions and the Group is trading
well for the forthcoming important summer season.

Overall we are confident of a highly satisfactory outcome for the year."

                                                                    24 June 2003


Enquiries:


Parkdean Holidays plc                              Tel: 020 7457 2020 on 24 June
Graham Wilson, Chairman                            0191 275 5200 thereafter
John Waterworth, Managing Director
Michael Norden, Finance Director

College Hill                                       Tel: 020 7457 2020
Matthew Smallwood


Chairman's Statement

Introduction

Parkdean has recorded a good result for the half year ended 25 April 2003.
Parkdean's business is highly seasonal and the period under review covers the
loss making winter months. These interim results include the winter losses for
Ruda Holiday Park, acquired on 15 March 2002.

Particularly evident in these results are the benefits of substantially reduced
interest payments from the financial structure put in place following the
flotation of the Company on AIM, on 30 May 2002.

Advance holiday hire bookings for the 2003 season have continued to be strong,
with like for like revenue 11.5% ahead of last year.

Financial Review

On turnover increased from #9.3m in 2002 to #11.2m in 2003, Parkdean produced an
operating loss of #2.5m compared with a loss of #1.8m in the period to 26 April
2002. As anticipated, much of the increased loss arose at Ruda Holiday Park,
with 20 weeks of winter losses included for the first time. Additional costs
relating to both our public company status and insurance premiums accounted for
the balance of the incremental losses. The existing business performed in-line
with last year, with the benefits of extending the season into November 2002 and
opening in March 2003 at the existing parks compensating for increased overheads
and additional marketing spend for the enlarged Group.

Interest charges reduced 64% from #3.6m in 2002 to #1.3m in the period under
review.

The pre tax loss of #3.8m compares favourably with a pre tax loss of #5.4m in
2002. The loss per share in the period to 25 April 2003 was 8.18p against a pro
forma loss per share of 11.54p in 2002.

Dividends

The Directors declare an interim dividend of 2.0p per share (2002 - 1.6p per
share) payable on 24 September 2003 to the holders of all ordinary shares in
issue at 22 August 2003.

The Directors also fully expect to pay a final dividend of 2.5p per share for
2003 as previously indicated.

Operating Review

During the winter months improvements and refurbishments are made to our parks.
Capital expenditure projects totalling #4.2m were completed during the period,
on budget and on time. The most significant projects involved the replacement of
166 hire fleet caravans across the estate and the creation of 20 new bases with
additional hire fleet caravans at Crantock Beach. At Trecco Bay a sizable
extension was added to the Funtasia entertainment complex to provide additional
seating in the licensed bar and a new coffee shop. Sundrum Castle's main
licensed entertainment venue was also refurbished and extended. The remaining
capital expenditure was spent on a variety of small projects across the Group
enhancing the product and experience offered to our customers.

The 2003 Parkdean Holidays brochure, including Ruda Holiday Park for the first
time, was launched in late October 2002. Backed by newspaper advertising and the
increasingly popular parkdeanholidays.com website, the results achieved by our
Newcastle based holiday sales operation have been very pleasing. Our strong
bookings performance in the first quarter of 2003 has continued in the second
quarter of the year with a continuing focus on direct sales rather than third
party travel agents.

The success of our direct holiday telesales operation and the increased size of
the business necessitate Parkdean Holidays plc to relocate to new leasehold Head
Office premises in Newcastle upon Tyne in the fourth quarter of 2003.

Post Half Year End Events

Several key strategic events have taken place since 25 April 2003 which will
have both a significant effect in the second half year of the current financial
year and long term benefits for the Group:

The Acquisition of Pactrem Limited

Parkdean Holidays plc acquired Pactrem Limited on 2 May 2003 for a total
consideration of #13.1m satisfied by the payment of #1.8m in cash, the placing
of seven million new ordinary shares in Parkdean Holidays plc at 119p by Charles
Stanley on behalf of the vendors and #3m of deferred consideration payable on 30
July 2004. In addition, Parkdean assumed Pactrem's borrowings of #4.9m at
completion.

This acquisition resulted in Parkdean acquiring two further holiday parks in
Cornwall. These two parks have added a further 25% to Parkdean's hire fleet
which now comprises 1984 units.

White Acres is a 140 acre five star holiday park near Newquay with 331 holiday
hire pitches. The hire fleet comprises 42 timber lodges and 229 caravan holiday
homes, plus 60 pitches for touring caravans.

The park has a comprehensive range of facilities including 15 coarse fishing
lakes, an indoor swimming pool and a range of retail facilities. In addition,
there are unused consents that could allow an additional 85 holiday homes and we
have completed the purchase of an adjoining 27 acres of land that the Directors
believe could be developed for additional recreational facilities.

Sea Acres is a 20 acre cliff top park overlooking Kennack Sands on the Lizard
Peninsula. This four star park has 132 caravan holiday homes for hire and a
range of facilities including an indoor swimming pool and a licensed
entertainment venue.

Holiday bookings for the coming season are very strong at both parks and the
Directors anticipate an operating profit contribution of #2.75m in the period to
31 October 2003.

These two parks will be incorporated into our brochure for 2004.

Increase in and Extension of Banking Facilities

Simultaneously with the Pactrem acquisition, the Company announced an extension
and revision of its existing bank facilities arranged by NM Rothschild & Sons
totalling #93.75m. The term of the facility has been extended from October 2007
to October 2012. The revised facility comprises a #45.6m term loan and guarantee
facility, to be repaid fully over the term of the loan, a revolving credit
facility of #15.25m and a revolving acquisition facility of #32.9m.

Of the #45.6m term loan and guarantee facility, some #35m is either at fixed
rates or is subject to specific hedging arrangements. Additional hedging
arrangements are in hand for the additional amounts drawn from this facility.
Gearing of the enlarged Group is expected to be around 119% at 31 October 2003.

The new banking facilities underpin the Company's strategy of growth by
selective acquisition and organic development within the existing estate.

Extraordinary General Meeting

The Board has convened an EGM to be held on 5 August 2003 in Newcastle upon
Tyne. The purpose of the EGM is to propose resolutions increasing the authorised
share capital of the Company from #8.6m to #11.2m and authorising the directors
to allot shares. Resolutions will also be proposed to change the Company's
articles of association to increase the Company's borrowing limit and amending
the unapproved part of the Company's Executive Share Option Scheme. This will
provide the Board with the flexibility to grow the Company and to achieve its
strategic objectives.

Outlook

The Board believe that the expanded equity base and bank facilities now in place
gives Parkdean Holidays plc an excellent foundation for future growth in
profits, earnings and dividends over the coming years.

As at 23 June 2003 advance holiday hire bookings on the twelve parks owned in
both 2002 and 2003 are 11.5% ahead on a like for like basis and advance bookings
for 2003 at the two new Cornish parks are at a highly satisfactory level.
Caravan sales and pitch licence fees from private owners are in line with
Directors' expectations and retail areas have performed ahead of last year.

The Board is confident of a highly satisfactory outcome for the year to 31
October 2003 and will report on the summer seasons trading in late September.


Graham Wilson
Chairman

24 June 2003



GROUP PROFIT & LOSS ACCOUNT

                                     Unaudited       Unaudited         Audited
                               1 November 2002 1 November 2001      Year ended
                        Notes      to 25 April     to 26 April      31 October
                                          2003            2002            2002
                                         #'000           #'000           #'000

Turnover                                11,225           9,252          43,663

Operating (loss) /                      (2,489)         (1,797)          8,622
profit   

Interest payable and                    (1,303)         (3,562)         (5,193)
similar charges

(Loss) / Profit on                      
ordinary activities
before taxation                         (3,792)         (5,359)          3,429

Taxation                     3           1,138           1,615          (1,281)

(Loss) / Profit on                      
ordinary activities
after taxation                          (2,654)         (3,744)          2,148

Dividends                    4            (789)           (537)           (832)

(Loss) / Profit                         
retained for the  
period                                  (3,443)         (4,281)          1,316

ACTUAL (LOSS)/EARNINGS
PER SHARE
Basic (loss) / earnings      
per share (pence)            8           (8.18)      (1,532.12)          12.86
Diluted (loss) /             
earnings per share
(pence)                      8           (8.14)        (998.63)          12.85

PRO FORMA (LOSS)/
EARNINGS PER SHARE
Basic (loss) / earnings      
per share (pence)            8           (8.18)         (11.54)           6.62
Diluted (loss) /             
earnings per share
(pence)                      8           (8.14)         (11.05)           6.27

Dividend per equity          
share (pence)                4            2.00            1.60            2.50



GROUP BALANCE SHEET

                                    Unaudited        Unaudited         Audited
                                        As at            As at           As at
                       Notes         25 April         26 April      31 October
                                         2003             2002            2002
                                        #'000            #'000           #'000

FIXED ASSETS
Tangible assets                        68,532           67,452          66,060

                                       68,532           67,452          66,060

CURRENT ASSETS
Stocks                                  2,399            1,919           2,008
Debtors                                 6,817            6,620           1,477
Cash at bank and in                       
hand                                      222              218           1,358

                                        9,438            8,757           4,843

CREDITORS: amounts         
falling due within one
year                       5          (17,248)         (75,823)         (6,957)

NET CURRENT                            
LIABILITIES                            (7,810)         (67,066)         (2,114)

TOTAL ASSETS LESS                      
CURRENT LIABILITIES                    60,722              386          63,946

CREDITORS: amounts                    
falling due after more
than one year                         (34,901)             (35)        (34,903)

PROVISIONS FOR
LIABILITIES AND
CHARGES
Deferred taxation                      (1,755)          (1,347)         (1,534)

                                       24,066             (996)         27,509

CAPITAL AND RESERVES
Called up share capital                 6,487              320           6,487
Share premium account                  17,382              641          17,382
Profit and loss account                   197           (1,957)          3,640

SHAREHOLDERS FUNDS                     24,066             (996)         27,509


GROUP STATEMENT OF CASH FLOWS

                                    Unaudited        Unaudited         Audited
                                   1 November       1 November     
                                         2002             2001      Year ended
                       Notes      to 25 April      to 26 April      31 October 
                                         2003             2002            2002
                                        #'000            #'000           #'000

NET CASH INFLOW FROM        
OPERATING ACTIVITIES        6             231            1,067          12,308

RETURNS ON INVESTMENTS
AND SERVICING OF
FINANCE
Interest paid                            (698)          (2,091)         (4,315)
Interest element of                       
finance lease and hire
purchase rental
payments                                  (11)             (10)            (20)
Non-equity dividends                        
paid                                        -                -             (33)
Issue costs on new                       
long term loans                          (300)            (583)           (653)

NET CASH OUTFLOW FROM                  
RETURNS ON INVESTMENTS        
AND SERVICING OF
FINANCE                                (1,009)          (2,684)         (5,021)

TAXATION
UK corporation tax                       
paid                                     (146)            (181)         (1,132)

CAPITAL EXPENDITURE
AND FINANCIAL
INVESTMENT
Purchase of tangible                   
fixed assets                           (2,040)          (2,618)         (4,580)

NET CASH OUTFLOW FROM                  
CAPITAL EXPENDITURE      
AND FINANCIAL
INVESTMENT                             (2,040)          (2,618)         (4,580)

ACQUISITIONS AND
DISPOSALS
Purchase of subsidiary                      
undertakings                                -             (292)           (824)
Cash acquired with                          
subsidiary                                  
undertakings                                -               54              55
Payment of deferred                         
consideration                               -                -          (2,000)

NET CASH OUTFLOW ON                         
ACQUISITIONS AND      
DISPOSALS                                   -             (238)         (2,769)

EQUITY DIVIDENDS                         
PAID                                     (292)             (18)           (519)

NET CASH OUTFLOW                       
BEFORE FINANCING                       (3,256)          (4,672)         (1,713)

FINANCING
Issue of ordinary                           
share capital                               -               11          25,669
Share issue costs                           -                -          (2,753)
New long term loans                         -            4,000          56,650
Repayment of long term                      
loans                                       -           (2,000)        (77,075)
Capital element of                        
finance lease and hire
purchase rental
payments                                  (74)             (80)           (153)

NET CASH (OUTFLOW) /                      
INFLOW FROM      
FINANCING                                 (74)           1,931           2,338

(DECREASE) / INCREASE       
IN CASH                     7          (3,330)          (2,741)            625





NOTES

1. Basis of Preparation

The interim accounts for the period 1 November 2002 to 25 April 2003 were
approved by the Board on 23 June 2003.  The interim report is not audited and
does not constitute statutory accounts within the meaning of section 240 of the
Companies Act 1985.  The interim accounts have been prepared using accounting
policies consistent with those used in preparing the accounts for the year ended
31 October 2002.

The financial information for the year ended 31 October 2002 is extracted from
the audited financial statements for that year, which have been delivered to the
Registrar of Companies.  The auditors' report on these accounts was unqualified
and did not contain a statement under section 237 of the Companies Act 1985.

2. Group Turnover and Segmental Analysis

Turnover represents the amount derived from the provision of goods and services
inclusive of the gross value of franchised income falling within the Group's
activities after the deduction of trade discounts and value added tax.

Turnover, profit before tax and net assets are attributable to one continuing
activity, the management and operation of caravan and camping holiday parks and
arises wholly within the UK.

3. Taxation

The taxation credit in the profit & loss accounts for the interim period to 25
April 2003 and its comparative to 26 April 2002 have both been calculated using
a notional tax rate of 30%.

4. Dividend

                               Unaudited          Unaudited            Audited
                              1 November         1 November         
                                    2002               2001         Year ended
                             to 25 April        to 26 April         31 October 
                                    2003               2002               2002
                                   #'000              #'000              #'000
Non Equity Shares
10p 'A' ordinary shares
Paid (5p per share)                    -                 18                 21
Equity Shares
20p ordinary shares
Interim                              789                519                519
Final                                                                      292

                                     789                537                832


The interim dividend will be paid on 24 September 2003 to shareholders on the
register on 22 August 2003. The new 7,000,000 20p ordinary shares placed on 2
May 2003 (see note 9) will rank for the payment of the interim dividend;
consequently the above provision for interim dividends is based on 39,433,260
shares.


5. Creditors: amounts falling due within one year

                                    Unaudited        Unaudited         Audited
                                        As at            As at           As at
                                25 April 2003    26 April 2002   31 October 2002
                                        #'000            #'000           #'000

Bank overdraft                          2,194            2,226               -
Current instalments due on                  
loans                                       -           59,178               -
Obligations under finance                 
leases & hire purchase
contracts                                 111               70             144
Trade creditors                         5,509            5,095           2,157
Corporation tax                             -                -             175
Other taxation & social                   
security                                  176              148             172
Other creditors                           390              128           1,036
Accruals and deferred income            8,079            8,459           2,981
Proposed dividend                         789              519             292

                                       17,248           75,823           6,957


6. Net Cash Inflow from Operating Activities

                                    Unaudited        Unaudited         Audited
                                   1 November       1 November      
                                         2002             2001      Year ended
                             to 25 April 2003 to 26 April 2002 31 October 2002

                                        #'000            #'000           #'000

Operating (loss) / profit              (2,489)          (1,797)          8,622
Depreciation                            1,438            1,124           2,597
(Increase) in stocks                     (391)            (324)           (457)
(Increase) / decrease in               
debtors                                (4,034)          (3,075)            917
Increase in creditors                   5,707            5,139             629

Net cash inflow from operating            
activities                                231            1,067          12,308

7. Reconciliation of Net Cashflow to Movement of Net Debt

                                     Unaudited       Unaudited         Audited
                                    1 November      1 November    
                                          2002            2001      Year ended
                                   to 25 April     to 26 April 31 October 2002
                                          2003            2002
                                         #'000           #'000           #'000

(Decrease) / Increase in cash           (3,330)         (2,741)            625
New loans                                    -          (4,000)        (56,650)
Issue of vendor loan notes                   -         (15,000)        (15,000)
Repayment of term loans                      -           2,000          77,075
New finance leases introduced                -               -            (293)
Capital element of finance                  
leases repaid                               74              80             153
Payment of deferred                         
consideration                                -               -           2,000

Movement in net debt                    (3,256)        (19,661)          7,910

Net debt at 1 November                 (33,967)        (41,877)        (41,877)

Net debt at period end                 (37,223)        (61,538)        (33,967)


Analysis of Net Debt
                                       Audited       Unaudited       Unaudited
                                 At 1 November        Cashflow     At 25 April
                                          2002                            2003
                                         #'000           #'000           #'000

Cash at bank and in hand                 1,358          (3,330)         (1,972)

Term loans due after more than         
one year                               (35,000)              -         (35,000)
Finance leases & hire purchase            
contracts                                 (325)             74            (251)

                                       (33,967)         (3,256)        (37,223)

8. LOSS / EARNINGS PER SHARE

                                     Unaudited       Unaudited         Audited
                                 1 November 2002 1 November 2001    Year ended

                                     to 25 April     to 26 April 31 October 2002
                                          2003            2002

ACTUAL EARNINGS PER SHARE

Basic (loss) / earnings per
share
(Loss) / Profit after tax               
(#'000)                                 (2,654)     *1 (3,762)           2,127
Number of shares                    32,433,260      *2 245,542      16,535,395
Basic (loss) / earnings per              
share (pence)                            (8.18)      (1,532.12)          12.86

Fully diluted (loss) / earnings
per share
(Loss) / Profit after tax               
(#'000)                                 (2,654)     *1 (3,762)           2,127
Number of Shares                    32,598,830      *2 376,716      16,544,748
Fully diluted (loss) / earnings          
per share (pence)                        (8.14)        (998.63)          12.85

*1  - after 3i non equity dividend.

*2 - excluding 3i non equity shares.


For the period 1 November 2001 to 26 April 2002 the number of shares is based on
those in issue prior to flotation on 30 May 2002.


PRO FORMA EARNINGS PER SHARE

Basic Earnings per share
(Loss)/profit after tax (#'000)         (2,654)         (3,744)          2,148
Number of Shares *3                 32,433,260      32,433,260      32,433,260
Basic Earnings per share (pence)         (8.18)         (11.54)           6.62

Fully Diluted Earnings per
share
(Loss)/profit after tax (#'000)         (2,654)         (3,744)          2,148

Number of Shares                  *4 32,598,830   *5 33,893,260   *6 34,245,778
Fully Diluted Earnings per share         
(pence)                                  (8.14)         (11.05)           6.27


The pro forma calculations for the period to 25 April 2003 are the same as the
actual ones.

There is a significant reduction in the loss after taxation from the equivalent
period in 2002, mainly relating to the lower interest costs the group has,
following flotation on 30 May 2002. The pro forma calculations for the year to
31 October 2002 are based on the actual interest cost in that period.

*3 - Assumes 32,433,260 shares in issue for the full period.

*4 - Based on same diluted number of shares as the actual calculation.

*5 - Based on the ordinary shares in issue and the executive share options
(1,460,000) granted at flotation.

*6 - Based on 5 above plus the 352,518 sharesave options granted on 30 August
2002.


9. Post Half Year End Events

Acquisition of Pactrem Limited

On 2 May 2003 the Company acquired the whole of the ordinary share capital of
Pactrem Limited, a company operating two holiday parks in Cornwall, for a
consideration of #13.1m, satisfied by way of #1.78 m in cash and the issue of
7,000,000 New Ordinary Shares placed by our Brokers, Charles Stanley, at 119p
with new and existing institutional investors on behalf of the Vendors, with a
further #3m of deferred consideration payable in cash on 30 July 2004.

Financial Information on Pactrem Limited

Pactrem Limited had initial provisional estimated net assets at 2 May 2003 of
#2.2m. This included hire purchase liabilities of #2.6m, bank & other loans of
#2.3m, bank overdraft of #1.5m and other net liabilities of #2.4m.

Details of the Agreement

The Company paid an initial consideration for Pactrem on completion of the
Acquisition of #10.1m, satisfied by a payment in cash of #1.78m and by the issue
of 7,000,000 New Ordinary Shares of 20p each of the Company on completion placed
at 119p with new and existing institutional investors on behalf of the Pactrem
vendors to raise #8.33m.

Deferred consideration of #3m will be payable in cash on 30 July 2004 and has
been guaranteed by NM Rothschild & Sons Limited.

The consideration is subject to a net asset test at completion, with a #1 for #1
adjustment for any difference between the draft balance sheet position and the
agreed final position.

Admission of new shares

The Acquisition was subject to the admission of the new 7,000,000 Ordinary
Shares to AIM.  All of the new shares issued in connection with the Acquisition
rank pari passu with the existing issued ordinary shares of the Company and
trading began in these new shares on 2 May 2003. Following this admission
Parkdean has 39,433,260 ordinary shares of 20p each in issue. The new shares
will rank for payment of the interim dividend of 2p per share, to be paid on 24
September 2003 to holders of all 39,433,260 shares on 22 August 2003.

Banking Facilities

The banking facilities the group has with NM Rothschild & Sons Limited have been
revised and extended to a total of #93.75m. The term of the facility has been
extended from October 2007 to October 2012. The facility comprises a #45.6m term
loan and guarantee facility, fully amortising over the term of the loan, a
revolving credit facility of #15.25m to fund the seasonality of cashflow and
ancillary facilities, and a revolving acquisition facility of #32.9m.

#35m of the #45.6m term loan and guarantee facility has either a fixed rate of
interest or is subject to specific hedging arrangements, which are currently
being reviewed.

Impact on the enlarged group

As the acquisition took place after the balance sheet date of 25 April 2003,
there are no transactions relating to the acquisition of Pactrem included in
these Interim Financial Statements.

Had the acquisition and share placing taken place on the 25th April 2003, the
net assets of the Group would have been #7.8m higher at #31.9m, reflecting the
placing net of estimated fees. Fixed assets would have been estimated at #91.3m,
subject to finalisation of the fair value accounting and completion accounts.
Net debt would have been #47.5m, excluding funding for the #3m deferred
consideration to be paid in July 2004.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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