Interim Results
Assura Group Limited
('Assura', 'the Group' or 'the Company')
Unaudited interim results for the six months ended 30 September 2008
26 November 2008: Assura (LSE: AGR) is a health provider organisation that partners with GPs to deliver high quality patient care in the community, innovative property solutions and consumer responsive pharmacy services.
Operating Highlights1
-
25 GPCos formed covering a population of 2.6 million patients
-
30 medical services commissioned
-
37 pharmacies trading with 13 further pharmacy licences granted
-
Investment portfolio valued at 30 September 2008 at a nominal equivalent yield of 6.03%
-
Rental growth continues
-
New executive management board to replace existing three divisional boards
-
Restructuring being implemented to reduce overheads and drive efficiency
Roadmap to Success
-
Revised business strategy to concentrate resources on GPCos
-
Targeting GPCos covering a population of more than 3 million patients with in excess of 60 services commissioned by 31 March 2009
-
Mature run rate for first 60 services anticipated to generate future turnover into GPCos of circa £15m per annum
-
Up to 16 non-core pharmacies and/or licences identified for disposal
-
Up to 80 non-core property assets identified for disposal to be timed with operating business ramp up
-
Circa 10 non-core investment properties to be disposed of during 2009
-
Intention to pay part of the net cash realised from disposals by way of special dividend
Financial Highlights
-
Turnover during first six months up 60% to £22.3m (H1 2007: £13.9m)
-
Net cash inflow from operating activities £2.8m (H1 2007: £0.5m net cash outflow)
-
Group trading loss for first six months £1.9m (H1 2007: £1.5m loss)2
-
Full year trading loss forecast to be between £4m - £6m2
-
Investment portfolio, development property and work-in-progress and land bank write downs of £26.0m in aggregate
-
£30m of new equity raised through Placing of 81,081,080 new Ordinary Shares
-
Resultant pro-forma NAV per share of 81p based on 30 September 2008 valuation
-
£320m of existing and new facilities providing term debt for periods ranging from 4.5 to 21 years
-
Net debt drawn amounting to £231m at 30 September 2008
Commenting on the results today, Richard Burrell, Chief Executive of Assura, said:
'Following the revision to the Company's strategy and the raising of the additional £80m funding package in October, Assura now has sufficient long term financing in place to meet its needs and adequate headroom, along with a non-core asset disposal strategy, to fund the planned future ramp up in its operating business.
'We are confident in our revised strategy to focus our resources on the Company's GPCos, enabling them to become highly effective providers of out-patient and diagnostic services to the community. Strong progress is being made in the formation of GPCos and the rolling out of community-based services. This strategy has the clear support of the Government which is committed to the provision of primary and community care across the country from modern purpose-built facilities and Assura in turn benefits from the long-term leases from its GP tenants and the Government's position as ultimate guarantor of the rent and payor of tariffs for services. As demonstrated in the resilience of our recent property valuation, we believe this provides an attractive profile for investors in a very challenging economic climate and we look forward to continuing the roll-out of our strategy over the coming months.'
Enquiries:
|
Assura Group Limited |
020 7107 3800 |
|
Richard Burrell, CEO |
|
|
Louise Bathersby, Marketing & Investor Relations Director |
|
|
|
|
|
FD |
020 7831 3113 |
|
David Yates |
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Emma Thompson |
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1 As at 25 November 2008.
2 Before notional costs of employee share-based incentives.
Chief Executive's Statement
Introduction
Following a difficult six months which has seen falling property prices and a declining share price, the Company has reviewed its business plan and in October 2008 announced an £80m additional funding package to support its revised strategy.
This strategy involves concentrating resources on GP Provider Companies (GPCos), selling off non-core property and pharmacy assets and reducing associated head office overheads. We are confident that this revised strategy will further enable our GPCos to become highly effective provider organisations of outpatient and diagnostic services in the community. It will also complete the Company's transformation into a primary and community care provider organisation, providing high quality NHS services to NHS patients.
The Company has re-valued its property assets as at 30 September 2008 and together with the proceeds of the Placing and payments made to the National Australia Bank securitisation facility, the Company is announcing a pro-forma NAV per share of 81p based on the enlarged equity base of 317 million Ordinary Shares.
Overhead reduction
In order to achieve the objectives of the revised business strategy and deliver value for shareholders, we have looked closely at the organisational structure of the Company in order to reduce current overheads and increase operating efficiency. Hitherto, the Company has operated through three separate business divisions covering the four segments, each with its own operating board. This management structure has been dismantled and a new executive management board has been appointed. As part of this process, all existing roles and responsibilities are being reviewed. We have already made some headcount reductions and further cost reduction measures are currently in progress. The entire Board comprising executive and non executive directors have agreed to reduce their salary and fees by 15% in order to recognise the need to constrain the Company's overheads. From 1 April 2009, the Company will operate as a single focused business unit.
Interim results
During the six months to 30 September 2008, the Company generated turnover of £22.3m (H1 2007: £13.9m) which is up 60% compared to the comparable period last year. This reflects growth in rents from our investment portfolio of £9.1m (H1 2007: £6.5m) and significantly increased revenues from wholly owned pharmacies of £12.1m (H1 2007: £5.1m). There was minimal revenue generated by the medical division although this is expected to rise significantly over the coming months as new and commissioned services come on line. Whilst the Company generated a net cash inflow from operating activities of £2.8m compared to an outflow of £0.5m during the comparable period, the Company incurred a trading loss of £1.9m (H1 2007: £1.5m loss) before the notional cost of employee share-based incentives.
Following an independent valuation undertaken by Savills, the Company revalued its investment property as at 30 September 2008 and has recorded an unrealised deficit on revaluation of investment property of £12.6m. This compares to an unrealised surplus of £11.2m recorded for the same period last year. Having received the Savills valuation relating to the Company's investment portfolio, the Board also undertook a review of the Company's work-in-progress, development pipeline and land bank. Following this review, the Board has decided to take a £13.4m impairment provision against the carrying value of these assets. The combined deficit and impairment provision of £26.0m represents just 6.77% of the Company's total property and development assets and demonstrates the resilience of the Company's portfolio in a market which has seen substantially higher write downs in other areas of the commercial property market. The Company also recorded a loss from changes in the fair value of interest rate swaps of £4.0m.
As at 30 September 2008, the Company had net assets of £217.0m (31 March 2008: £265.4m). Adding the proceeds of the recent share placing, the pro-forma net assets are estimated to be £250.5m (net assets £245.5m plus 'own shares held' reserve of £5.0m) which, based on the enlarged equity base of 309m shares (excluding share awards that are potentially dilutive), equates to a pro-forma NAV per share of 81p.
The decline in NAV per share from 118.1p as at 31 March 2008 to a pro-forma NAV per share of 81p can be attributed as 11.4p due to property write downs, 16.3p due to the recent share placing at a discount to NAV and 9.4p due to dividends paid, trading losses and other factors.
Following the write down in the value of the Company's property assets and having completed the share placing on 18 November 2008, the Board is satisfied that the Company has sufficient working capital for at least the next 18 months.
Loss forecast
The Company was required to prepare a loss forecast statement for inclusion in the Placing Prospectus, which confirmed that it is expecting to record a trading loss of between £4m and £6m for the full year to 31 March 2009. We remain confident that our full year results will be within these forecast parameters. As required by the Prospectus Rules, the loss forecast was reported on by the Company's auditors, Ernst & Young LLP, but has not been audited.
Progress on disposals
As part of the Company's revised business strategy to concentrate resources on the development of medical and pharmacy services and property developments which are aligned to existing or potential GPCo areas, certain pharmacy and property assets have been identified for disposal.
The Company has identified a portfolio of up to 80 non-core property assets and intends to dispose of these in part, or as an entire portfolio, during the next three years and beyond. Disposals will ideally be timed to meet the required ramp up in the Company's operating businesses. Approximately ten investment properties are targeted to be disposed of during 2009 and an expedited sale process will be contemplated if property disposal prices prove to be attractive.
The Company also intends to sell up to 16 non-core pharmacies and/or licences.
Going forward, those work-in-progress property developments that are located within our GPCo areas will be retained upon completion for our GPCos to deliver services from modern, purpose built facilities, developed according to clinical need. Those work-in-progress developments located outside our GPCo areas will be disposed of upon completion or shortly thereafter. Where we own land bank sites that do not fit in with our current and targeted GPCo areas, we will look to dispose of these sites.
Dividend policy
As announced in the Placing Prospectus in October 2008, the Board has decided that in light of the planned investment in its operating businesses, it would not be prudent for the Company to continue the progressive ordinary dividend policy and expects that payments of ordinary dividends will be suspended until such time that these can be covered by operating earnings. The Board has also declared its intention to distribute some cash to shareholders from the net proceeds realised from the disposals of certain property and pharmacy assets, by way of special dividend.
Financing
We are pleased to have now completed the Placing of new Ordinary Shares, raising £30m of new equity, which was approved by shareholders at an Extraordinary General Meeting held on 17 November 2008. This has strengthened the equity base of the Company and the Board is confident that there is sufficient headroom to withstand foreseeable revaluation losses in the property portfolio and to finance the planned losses in the medical and pharmacy businesses. The Company continues to trade within its banking covenants and has no debt secured on its operating business cash flows.
Furthermore, as at 30 September 2008, the Company had net debt of £231m and bank facilities in place totalling £272m. The Company's bank facilities are in the process of being increased by a further £48m, as outlined below and this will take total facilities to £320m, giving substantial headroom.
The Company's principal facility of £250m, arranged with the National Australia Bank sponsored securitisation conduit, is available for five years from March 2008 on very competitive terms. The securitisation facility is backed up by a £255m 364 day liquidity facility for use by the Company when Commercial Paper cannot be issued by the conduit. This facility is available initially until March 2009 but renewable thereafter and again is on very competitive terms. The facility restricts the loan to value ratio of properties secured to the bank to a maximum of 75%.
In addition to the above and a loan facility of £8.25m from Royal Bank of Scotland, the Company benefits from two facilities with Norwich Union Commercial Finance (part of the Aviva Group) in place at 30 September 2008 amounting to £14m, and a further nine long-term loan facilities of just under £48m in aggregate agreed with this lender. These are for periods of between 12 and 21 years and are being secured on nine properties. As at 21 November 2008, three of the nine loans totalling £16m had completed and six are in solicitors' hands. Once completed, these loans will be drawn down to meet all future committed property development costs. The loan rates are fixed by reference to gilt rates on the day of completion of the loans. The long term fixed rates for the five completed loans range between 6.17% and 6.45%.
The Company has agreed new terms for its £200m interest rate swap instrument at 4.59%. With effect from 01 January 2009, the Company will hedge £200m of debt at 2.99% for the first 12 months, followed by 3.29% for the next two years and then at 4.59% thereafter for a further 27 years.
Property valuation
The Company has carried out a review of its property investments, developments and land bank and has received a valuation report as at 30 September 2008 by Savills in respect of 122 investment properties. The Savills' valuation report values those 122 investment properties at £314.9m reflecting a net initial yield of 5.65% and a nominal equivalent yield of 6.03%. This includes owner-occupied properties valued at £21.0m. In consequence of this, the Company has incurred a revaluation deficit of £12.6m on its investment portfolio and, in accordance with its commitments to National Australia Bank under its securitisation facility, the Company has made a loan repayment to the bank of £4.0m.
Notwithstanding the uncertainty and general deteriorating conditions in the property sector, the primary care market remains buoyant. Savills' valuation report states that the revaluation for those investment properties held as at 31 March 2008 and revalued as at 30 September 2008 (excluding properties acquired post 31 March 2008) is minus 1.88%. This compares favourably with the IPD All Property Capital Growth index movement over the same period of minus 10%.
In tandem with this valuation exercise, the Company has also reviewed and reshaped its development pipeline and land bank to focus them on existing and future GPCo areas and this exercise is ongoing. However, in light of the Savills valuation as at 30 September 2008 and this review, the Company has made a further provision against the carrying value of both its work-in-progress and land bank of £13.4m.
We remain encouraged by the progress of individual rent reviews of the investment property portfolio. In the six months to 30 September 2008, 18 reviews were settled showing an equivalent annual increase of 6.1% per annum on the passing rent relating to those properties. As at 30 September 2008, the portfolio had an average rent of £155 per square metre on General Medical Services (GMS) space and an average weighted income unexpired term of 17.84 years.
Developments and work-in-progress
As at 25 November 2008 the Company had work-in-progress of 11 developments on site with a forecast final total cost of £74.1m (of which £49.4m has been expended to date).
The Company has a development pipeline with a forecast final total cost of £109.5m over 20 sites. This pipeline includes six land bank sites at a cost of £7.4m.
The Company has, in addition, a land bank of 13 sites at a written down value of £10.8m.
Operating review
We are pleased with the progress being made in the formation of new GPCos and as at 25 November 2008, the Company had formed 25 joint venture partnerships with GPs and locality groups serving over 2.6 million patients. Across these GPCos, 30 medical services have now been commissioned which is an increase from the 22 services that were in place on 1 August 2008. There is a broad range of new services which have been commissioned across the GPCos including ophthalmology, musculoskeletal, deep vein thrombosis, ultrasound, echocardiography and cervical cancer vaccinations. These are in addition to those services already generating revenues, including dermatology, urology, joint and soft tissue, nerve conduction studies, flexible sigmoidoscopy and minor surgery. We are confident of reaching our target of establishing GPCos, covering more than three million patients, with in excess of 60 services commissioned by the end of the financial year. We anticipate that the mature run rate for these first 60 services will generate future turnover into the GPCos of circa £15m per annum.
Through its GPCos, the Company has been actively tendering for contracts in the Equitable Access to Primary Medical Care services (EAPMC) procurement programme which the Government announced earlier this year. This programme will play a significant role in achieving more personalised care for patients as set out in Lord Darzi's NHS Next Stage Review. The procurement programme includes new GP Practices, GP Led Health Centres and Urgent Care Centres, with some of these offering out-of-hours care and additional enhanced services. The Company has received positive feedback on the quality of its bids from a wide variety of sources and there are a number of ongoing discussions with PCT commissioners. Until the results of the tenders are announced, the Company has decided not to publish any data on numbers of bids, an expected win ratio or any financial details. Further detailed guidance will be given at the time of the February Interim Management Statement or earlier if available.
As at 25 November 2008, the Company had 37 pharmacies trading (including seven pharmacies which form part of the joint venture with GP Care in the Bristol area) and a further 13 licences granted for new pharmacies to open. 2008 has proven to be a record year, with Assura Pharmacy securing more new standard pharmacy contracts than any other multiple pharmacy group in the UK. The Company continues to source, apply for and secure new pharmacy licences within its GPCo areas for a number of its own property developments as well as for new developments undertaken by third parties. We are encouraged by the recent uplift in pharmacy funding through the increase in practice payments and the Company looks forward to inputting on the 'cost of service' inquiry to ensure a stable funding platform for pharmacy going forward.
We have seen a marked shift in emphasis by nearly all the main UK pharmacy multiples away from opening traditional high street pharmacies and towards sourcing pharmacies that are co-located within medical centres. Given both our expertise in securing new pharmacy licences and our unique positioning as both a developer of primary care premises and operator of integrated pharmacies, we believe that we are well positioned within this marketplace.
Whilst gross margin has been affected by the lower than expected average item values as a result of the Category 'M' pricing regime, the Company has managed to achieve gross margin of circa 27%. Our integrated pharmacy model which encourages the development of enhanced pharmacy services, such as flu vaccinations and Medicines Use Reviews, alongside GP services, is contributing additional income at store level and we remain convinced that our relationships with GPs help to facilitate this.
NHS and political environment
Significant progress is being made in the transformation of the NHS and with the building blocks now in place, the Board believes the Company has a powerful opportunity to realise value for its shareholders.
The devolvement of power and decision making to local NHS bodies is ensuring that local health economies are not destabilised by changes taking place on a national basis and is also avoiding a mismatch between centrally set policy and locally generated demand. The opening up of the market to private providers continues and we are encouraged by the recent appointments of Chair and Chief Executive of The Cooperation and Competition Panel which indicates the Department of Health is committed to creating a level playing field for both NHS and other providers.
The initiatives launched in Lord Darzi's NHS Next Stage Review are now being rolled out across the country and by and large we have seen an invigoration of GPs and PCTs to embrace the changes set out. In addition to the Darzi initiatives the Department of Health has announced a national and local pilot schemes looking at progression to Integrated Care Organisations. This potentially presents another opportunity for our GPCos to work with clinical colleagues from other sectors of the health economy, to shape and test new models of integrated care for patients.
With a general election due sometime in the next 18 months, the health policies of the major political parties are still currently somewhat homogeneous. Whilst we do not expect the Government to implement any radical changes to policy in the lead up to an election, at the same time, the opposition parties' policies are not materially different to current policy and are supportive of the increased provision of NHS services by the private sector.
Outlook
Following the revision to the Company's strategy and the raising of the additional £80m funding package in October 2008, Assura now has sufficient long term financing in place to meet its needs and adequate headroom, along with a non-core asset disposal strategy, to fund the planned future ramp up in its operating business.
We are confident in our revised strategy to focus our resources on the Company's GPCos, enabling them to become highly effective providers of outpatient and diagnostic services to the community. Strong progress is being made in the formation of GPCos and the rolling out of community-based services. This strategy has the clear support of the Government which is committed to the provision of primary and community care across the country from modern purpose-built facilities and Assura in turn benefits from the long-term leases from its GP tenants and the Government's position as ultimate guarantor of the rent and payor of tariffs for services. As demonstrated in the resilience of our recent property valuation, we believe this provides an attractive profile for investors in a very challenging economic climate and we look forward to continuing the roll-out of our strategy over the coming months.
Richard Burrell
Chief Executive Officer
25 November 2008
Interim Consolidated Income Statement
For the six months ended 30 September 2008
|
|
|
Six months |
|
Six months |
|
|
|
ended 30 |
|
ended 30 |
|
|
|
September 2008 |
|
June 2007 |
|
|
|
Unaudited |
|
Unaudited |
|
|
Notes |
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Revenue |
|
22,334 |
|
13,919 |
|
Cost of sales |
|
(9,666) |
|
(4,906) |
|
|
|
|
|
|
|
Gross profit |
|
12,668 |
|
9,013 |
|
|
|
|
|
|
|
Administrative expenses |
5 |
(14,553) |
|
10,497 |
|
Cost of employee share-based incentive |
|
782 |
|
1,284 |
|
|
|
|
|
|
|
|
|
15,335 |
|
11,781 |
|
|
|
|
|
|
|
Group trading losses |
|
(2,667) |
|
(2,768) |
|
|
|
|
|
|
|
Unrealised (deficit)/surplus on revaluation of investment property |
|
(12,584) |
|
11,177 |
|
Impairment of development properties |
|
(13,448) |
|
- |
|
Unrealised deficit on revaluation of property, plant and equipment |
|
(1,651) |
|
- |
|
Impairment of goodwill |
|
(95) |
|
- |
|
Impairment of other investments |
|
(2,553) |
|
- |
|
Share in associates and joint venture losses |
|
(989) |
|
(113) |
|
|
|
|
|
|
|
Group operating (loss)/profit |
|
(33,987) |
|
8,296 |
|
|
|
|
|
|
|
Finance revenue |
|
1,177 |
|
18,895 |
|
Finance costs |
|
(8,039) |
|
(564) |
|
|
|
(6,862) |
|
18,331 |
|
|
|
|
|
|
|
(Loss)/profit before taxation |
|
(40,849) |
|
26,627 |
|
Taxation |
6 |
877 |
|
(1) |
|
|
|
|
|
|
|
(Loss)/profit for the period from continuing operations |
|
(39,972) |
|
26,626 |
|
|
|
|
|
|
|
(Loss)/profit for the year attributable to: |
|
|
|
|
|
Equity holders of the parent |
|
(39,843) |
|
26,764 |
|
Minority interest |
|
(129) |
|
(138) |
|
|
|
|
|
|
|
|
|
(39,972) |
|
26,626 |
|
Earnings per share (pence) |
|
|
|
|
|
Basic (loss)/earnings per share from continuing operations |
8 |
(17.71)p |
|
11.85p |
|
Diluted (loss)/earnings per share from continuing operations |
8 |
(17.71)p |
|
11.63p |
The accompanying notes form an integral part of the financial statements.
Interim Consolidated Balance Sheet
As at 30 September 2008
|
|
|
30/09/08 |
|
31/03/08 |
|
|
|
|
Unaudited |
|
Audited |
|
|
|
Notes |
£'000 |
|
£'000 |
|
|
Non-current assets |
|
|
|
|
|
|
|
Investment property |
9 |
304,332 |
|
282,511 |
|
|
Development property |
10 |
54,009 |
|
57,268 |
|
|
Investment in associates |
|
8,080 |
|
8,744 |
|
|
Investment in joint ventures |
|
9,897 |
|
8,619 |
|
|
Intangible assets |
11 |
45,950 |
|
37,887 |
|
|
Property, plant and equipment |
12 |
27,888 |
|
23,867 |
|
|
Available for sale financial assets |
|
6,494 |
|
9,047 |
|
|
Derivative financial instruments at fair value |
|
1,863 |
|
5,862 |
|
|
Deferred tax asset |
|
- |
|
193 |
|
|
|
458,513 |
|
433,998 |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
Cash and cash equivalents |
13 |
7,839 |
|
20,460 |
|
|
Debtors |
|
13,318 |
|
14,268 |
|
|
Pharmacy inventories |
|
1,653 |
|
1,343 |
|
|
Property work-in-progress |
|
672 |
|
1,023 |
|
|
|
23,482 |
|
37,094 |
|
|
Total assets |
|
481,995 |
|
471,092 |
|
|
Current liabilities |
|
|
|
|
|
|
|
Creditors |
|
23,421 |
|
15,464 |
|
|
Interest bearing loans and borrowings |
|
775 |
|
654 |
|
|
|
24,196 |
|
16,118 |
|
|
Non-current liabilities |
|
|
|
|
|
|
|
Interest bearing loans and borrowings |
14 |
239,087 |
|
188,419 |
|
|
Payments due under finance lease |
|
1,124 |
|
1,172 |
|
|
Deferred tax provision |
|
619 |
|
- |
|
|
|
240,830 |
|
189,591 |
|
|
Total liabilities |
|
265,026 |
|
205,709 |
|
|
Net assets |
|
216,969 |
|
265,383 |
|
|
Represented by: |
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
|
Share capital |
12 |
23,595 |
|
23,522 |
|
|
Own shares held |
|
(5,043) |
|
(4,561) |
|
|
Share premium |
|
2,587 |
|
2,073 |
|
|
Distributable reserve |
|
213,614 |
|
224,116 |
|
|
Retained earnings |
|
(21,775) |
|
17,201 |
|
|
Revaluation reserve |
|
4,177 |
|
3,089 |
|
|
|
217,155 |
|
265,440 |
|
|
Minority interests |
|
(186) |
|
(57) |
|
|
Total equity |
|
216,969 |
|
265,383 |
|
|
|
|
|
|
|
|
|
Basic net asset value per Ordinary Share |
13 |
95.21p |
|
116.83p |
|
|
Diluted net asset value per Ordinary Share |
13 |
95.09p |
|
116.08p |
|
|
Adjusted basic net asset value per Ordinary Share |
13 |
97.43p |
|
118.84p |
|
|
Adjusted diluted net asset value per Ordinary Share |
13 |
97.30p |
|
118.07p |
|
The interim consolidated financial statements were approved at a meeting of the Board of Directors held on 25 November 2008 and signed on its behalf by:
Nigel Rawlings
Chief Financial Officer
The accompanying notes form an integral part of the financial statements.
|
|
|
|
|
|
|
|
|
Share
|
Own
|
Share
|
Distributable
|
Retained
|
|
|
Capital
|
Shares
|
Premium
|
Reserve
|
Earnings
|
|
|
|
Held
|
|
|
|
|
|
£’000
|
£’000
|
£’000
|
£’000
|
£’000
|
|
1 April 2008
|
23,522
|
(4,561)
|
2,073
|
224,116
|
17,201
|
|
Revaluation of land and
|
|
|
|
|
|
|
buildings
|
-
|
-
|
-
|
-
|
-
|
|
Depreciation transfer for land and buildings
|
-
|
-
|
-
|
-
|
85
|
|
(Loss)/profit attributable to equity holders and minority interest
|
-
|
-
|
-
|
-
|
(39,843)
|
|
Total income and expense for the period
|
-
|
-
|
-
|
-
|
(39,758)
|
|
Dividends on Ordinary Shares
|
-
|
-
|
-
|
(10,502)
|
-
|
|
Cost of employee share-based incentives
|
-
|
-
|
-
|
-
|
782
|
|
Issue of Ordinary Shares
|
73
|
-
|
524
|
-
|
-
|
|
Transaction costs on issuance of Ordinary Shares
|
-
|
-
|
(10)
|
-
|
-
|
|
Own shares held
|
-
|
(482)
|
-
|
-
|
-
|
|
30 September 2008
|
23,595
|
(5,043)
|
2,587
|
213,614
|
(21,775)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
|
Own
|
Share
|
Distributable
|
Retained
|
|
|
Capital
|
Shares
|
Premium
|
Reserve
|
Earnings
|
|
|
|
Held
|
|
|
|
|
|
£’000
|
£’000
|
£’000
|
£’000
|
£’000
|
|
1 January 2007
|
23,400
|
(807)
|
226,678
|
15,564
|
1,852
|
|
Revaluation of land and
|
|
|
|
|
|
|
Buildings
|
-
|
-
|
-
|
-
|
-
|
|
Profit/(loss) attributable to equity holders and minority interest
|
-
|
-
|
-
|
-
|
26,764
|
|
Total income and expense for the period
|
-
|
-
|
-
|
-
|
26,764
|
|
Transfer from share premium1
|
-
|
-
|
(226,678)
|
226,678
|
-
|
|
Dividends on Ordinary Shares
|
-
|
-
|
-
|
(9,360)
|
-
|
|
Cost of employee share-based incentives
|
-
|
-
|
-
|
-
|
1,284
|
|
30 June 2007
|
23,400
|
(807)
|
-
|
232,882
|
29,900
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revaluation
|
Deferred
|
Total
|
Minority
|
Total
|
|
|
Reserve
|
Consideration
|
|
Interest
|
Equity
|
|
|
|
Reserve
|
|
|
|
|
|
£’000
|
£’000
|
£’000
|
£’000
|
£’000
|
|
1 April 2008
|
3,089
|
-
|
265,440
|
(57)
|
265,383
|
|
Revaluation of land and
|
|
|
|
|
|
|
buildings
|
1,173
|
-
|
1,173
|
-
|
1,173
|
|
Depreciation transfer for land and buildings
|
(85)
|
-
|
-
|
-
|
-
|
|
(Loss)/profit attributable to equity holders and minority interest
|
-
|
-
|
(39,843)
|
(129)
|
(39,972)
|
|
Total income and expense for the period
|
1,088
|
-
|
(38,670)
|
(129)
|
(38,799)
|
|
Dividends on Ordinary Shares
|
-
|
-
|
(10,502)
|
-
|
(10,502)
|
|
Cost of employee share-based incentives
|
-
|
-
|
782
|
-
|
782
|
|
Issue of Ordinary Shares
|
-
|
-
|
597
|
-
|
597
|
|
Transaction costs on issuance of Ordinary Shares
|
-
|
-
|
(10)
|
-
|
(10)
|
|
Own shares held
|
-
|
-
|
(482)
|
-
|
(482)
|
|
30 September 2008
|
4,177
|
-
|
217,155
|
(186)
|
216,969
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revaluation
|
Deferred
|
Total
|
Minority
|
Total
|
|
|
Reserve
|
Consideration
|
|
Interest
|
Equity
|
|
|
|
Reserve
|
|
|
|
|
|
£’000
|
£’000
|
£’000
|
£’000
|
£’000
|
|
1 January 2007
|
106
|
790
|
267,583
|
(83)
|
267,500
|
|
Revaluation of land and
|
|
|
|
|
|
|
Buildings
|
417
|
-
|
417
|
-
|
417
|
|
Profit/(loss) attributable to equity holders and minority interest
|
-
|
-
|
26,764
|
(138)
|
26,626
|
|
Total income and expense for the period
|
417
|
-
|
27,181
|
(138)
|
27,043
|
|
Transfer from share premium1
|
-
|
-
|
-
|
-
|
-
|
|
Dividends on Ordinary Shares
|
-
|
-
|
(9,360)
|
-
|
(9,360)
|
|
Cost of employee share-based incentives
|
-
|
-
|
1,284
|
-
|
1,284
|
|
30 June 2007
|
523
|
790
|
286,688
|
(221)
|
286,467
|
|
(Unaudited)
|
|
|
|
|
|
Interim Consolidated Cash Flow Statement
For the six months ended 30 September 2008
|
|
Six months |
|
Six months |
|
|
ended 30 |
|
ended 30 |
|
|
September 2008 |
|
June 2007 |
|
|
Unaudited |
|
Unaudited |
|
|
£'000 |
|
£'000 |
|
Operating activities |
|
|
|
|
Rent received |
7,521 |
|
6,834 |
|
Revenue from pharmacies |
12,082 |
|
5,133 |
|
Fees received |
1,164 |
|
2,317 |
|
Dividend received |
338 |
|
- |
|
Bank and other interest received |
839 |
|
585 |
|
Expenses paid |
(4,581) |
|
(9,920) |
|
Purchases by pharmacies |
(8,817) |
|
(3,714) |
|
Interest paid and similar charges |
(5,731) |
|
(1,774) |
|
Net cash inflow from operating activities |
2,815 |
|
(539) |
|
|
|
|
|
|
Investing activities |
|
|
|
|
Purchase of development and investment property |
(44,834) |
|
(42,119) |
|
Purchase of investments in associated companies |
(5) |
|
(9) |
|
Purchase of property, plant and equipment |
(2,529) |
|
(7,653) |
|
Net cash paid on acquisition of subsidiaries |
(5,801) |
|
- |
|
Costs associated with registration of pharmacy licences |
(441) |
|
- |
|
Cost of development work-in-progress |
(390) |
|
(2,724) |
|
Loans repaid/(advanced) to associated companies |
290 |
|
(611) |
|
Loans advanced to joint ventures |
(1,888) |
|
- |
|
Net cash outflow from investing activities |
(55,598) |
|
(53,114) |
|
|
|
|
|
|
Financing activities |
|
|
|
|
Issue of Ordinary Shares |
115 |
|
- |
|
Issue costs paid on issuance of Ordinary Shares |
(10) |
|
- |
|
Dividends paid |
(10,502) |
|
(9,360) |
|
Drawdown of term loan |
63,150 |
|
50,648 |
|
Repayment of term loan |
(12,148) |
|
- |
|
Loan issue costs |
(443) |
|
- |
|
Net cash inflow from financing activities |
40,162 |
|
41,288 |
|
|
|
|
|
|
Decrease in cash and cash equivalents |
(12,621) |
|
(12,365) |
|
|
|
|
|
|
Opening cash and cash equivalents |
20,460 |
|
16,707 |
|
|
|
|
|
|
Closing cash and cash equivalents |
7,839 |
|
4,342 |
|
|
|
|
|
The accompanying notes form an integral part of the financial statements.
Notes to the Interim Consolidated Financial Statements
For the six months ended 30 September 2008
|
|
Medical Services
|
Pharmacy
|
Property Investment
|
Property Development
|
Eliminations and Unallocated items
|
Total
Continuing
|
|
|
£’000
|
£’000
|
£’000
|
£’000
|
£’000
|
£’000
|
|
Revenue from external customers
|
166
|
12,082
|
9,466
|
-
|
620
|
22,334
|
|
Inter-segment sales
|
-
|
-
|
625
|
-
|
(625)
|
-
|
|
Segment revenue
|
166
|
12,082
|
10,091
|
-
|
(5)
|
22,334
|
|
|
|
|
|
|
|
|
|
Segment results
|
(4,710)
|
(2,725)
|
(6,408)
|
(16,498)
|
(3,647)
|
(33,988)
|
|
|
Medical Services
|
Pharmacy
|
Property Investment
|
Property Development
|
Eliminations and Unallocated items
|
Total Continuing
|
|
|
£’000
|
£’000
|
£’000
|
£’000
|
£’000
|
£’000
|
|
Revenue from external customers
|
87
|
5,133
|
6,893
|
-
|
1,806
|
13,919
|
|
Inter-segment sales
|
-
|
-
|
546
|
-
|
(546)
|
-
|
|
Segment revenue
|
87
|
5,133
|
7,439
|
-
|
1,260
|
13,919
|
|
|
|
|
|
|
|
|
|
Segment results
|
(3,137)
|
(2,232)
|
16,537
|
(1,971)
|
(902)
|
8,296
|
|
|
Six months ended 30 September
2008 |
Six months ended 30
June
2007 |
|
|
Unaudited
|
Unaudited
|
|
|
£’000
|
£’000
|
|
Branch administrative expenses
|
3,903
|
1,345
|
|
Other administrative expenses
|
10,650
|
9,152
|
|
|
14,553
|
10,497
|
|
|
Six months ended 30
|
Six months ended 30
|
|
|
September
|
June
|
|
|
2008
|
2007
|
|
|
£’000
|
£’000
|
|
|
Unaudited
|
Unaudited
|
|
Tax charged in the income statement
|
|
|
|
Current income tax:
|
|
|
|
UK corporation tax
|
-
|
1
|
|
Deferred tax:
|
|
|
|
Origination and reversal of timing differences
|
(877)
|
-
|
|
Total tax credit
|
(877)
|
1
|
|
|
Number of Ordinary Shares
|
Rate
pence
|
30 September
2008
£’000
|
Number of Ordinary Shares
|
Rate
pence
|
30 June
2007
£’000
|
|
Final dividend
|
235,213,115
|
4.67
|
10,984
|
233,998,471
|
4.00
|
9,360
|
|
Dividends paid
|
|
4.67
|
10,984
|
|
4.00
|
9,360
|
|
|
Six months ended 30 September
2008 |
Six months ended 30
June
2007 |
|
Weighted average number of shares – basic
|
224,919,329
|
225,931,703
|
|
Weighted average number of share awards that are potentially dilutive
|
-
|
4,126,722
|
|
Weighted average number of shares – diluted
|
224,919,329
|
230,058,425
|
|
|
30/09/08
|
31/03/08
|
|
|
£’000
|
£’000
|
|
|
|
|
|
Opening fair value of investment property
|
281,245
|
211,751
|
|
Acquisitions
|
24,633
|
22,639
|
|
Subsequent expenditure
|
1,454
|
5,315
|
|
Disposals
|
(289)
|
-
|
|
Transfers from development property
|
11,268
|
46,277
|
|
Transfers from work-in-progress
|
61
|
18
|
|
Transfers to land and buildings
|
(3,067)
|
(13,635)
|
|
Unrealised (loss)/gain on revaluation
|
(12,192)
|
8,880
|
|
Closing market value
|
303,113
|
281,245
|
|
Add minimum payment under finance leases
|
1,219
|
1,266
|
|
Closing fair value of investment property
|
304,332
|
282,511
|
|
|
30/09/08
|
31/03/08
|
|
|
£’000
|
£’000
|
|
Opening balance
|
57,268
|
35,231
|
|
Development costs incurred in period
|
19,036
|
64,891
|
|
Capitalised interest
|
1,741
|
3,415
|
|
Transfer from work-in-progress
|
680
|
8
|
|
Impairment
|
(13,448)
|
-
|
|
Transfers to investment property
|
(11,268)
|
(46,277)
|
|
Closing balance
|
54,009
|
57,268
|
|
|
Pharmacy acquisitions
|
Medical |
Total
|
|
|
£’000
|
£’000
|
£’000
|
|
Property, plant and equipment
|
2,219
|
-
|
2,219
|
|
Cash
|
81
|
313
|
394
|
|
Other current liabilities
|
(427)
|
-
|
(427)
|
|
Bank loans
|
(2,954)
|
-
|
(2,954)
|
|
Net (liabilities)/assets acquired at book value
|
(1,081)
|
313
|
(768)
|
|
|
|
|
|
|
Fair value adjustments:-
|
|
|
|
|
Property, plant and equipment
|
906
|
-
|
906
|
|
Pharmacy licences
|
6,030
|
-
|
6,030
|
|
Deferred tax
|
(1,688)
|
-
|
(1,688)
|
|
Net assets acquired at fair value
|
4,167
|
313
|
4,480
|
|
|
|
|
|
|
Cash paid
|
5,800
|
395
|
6,195
|
|
Attributable costs
|
55
|
13
|
68
|
|
Total consideration
|
5,855
|
408
|
6,263
|
|
Goodwill arising on acquisition
|
1,688
|
95
|
1,783
|
|
|
30
|
31
|
|
|
September
|
March
|
|
|
2008
|
2008
|
|
|
£’000
|
£’000
|
|
Cash held in current account
|
7,826
|
20,095
|
|
Cash held to bank’s order
|
-
|
360
|
|
Rent held on deposit
|
13
|
5
|
|
|
7,839
|
20,460
|
|
|
|
|
|
£’000
|
|
Consolidated and Company Authorised
|
|
|
|
|
|
300,000,000 Ordinary Shares of 10p each
|
|
|
|
30,000
|
|
20,000,000 Preference Shares of 10p each
|
|
|
|
2,000
|
|
|
|
|
|
32,000
|
|
|
|
|
|
|
|
|
|
30
|
|
31
|
|
|
|
September
|
|
March
|
|
|
|
2008
|
|
2008
|
|
|
Number of
|
Share
|
Number of
|
Share
|
|
|
Shares
|
Capital
|
Shares
|
Capital
|
|
|
|
£’000
|
|
£’000
|
|
Ordinary Shares issued and fully paid
|
|
|
|
|
|
At 1 January
|
235,213,115
|
23,522
|
233,998,471
|
23,400
|
|
Issued in period
|
731,665
|
73
|
1,214,644
|
122
|
|
|
235,944,780
|
23,595
|
235,213,115
|
23,522
|
|
Treasury shares
|
(10,922,386)
|
(1,092)
|
(10,331,474)
|
(1,033)
|
|
Total Share Capital
|
225,022,394
|
22,503
|
224,881,641
|
22,489
|
17. Commitments
At the period end the Group had a property investment and development pipeline amounting to a further £190,400,000 (31 March 2008: £202,000,000). The bulk of this expenditure is however discretionary and the amount of contracted expenditure was £47,200,000 (31 March 2008: £42,000,000).
20. A copy of this statement has been sent to every shareholder. Further copies are available from the Company’s registered
office or from the website www.assuragroup.co.uk.
This information is provided by RNS
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