Final Results - Part 2
BENCHMARK GROUP PLC
20 September 1999
Part 2
FINANCIAL REVIEW
OPERATING RESULTS
We made an after tax profit of £13.2 million for the year to 30
June 1999 compared with £15.4 million in 1998, a drop of 14%. Net
rental income for the year was £19.5 million compared to £21.5
million in the previous year. The reduction in the after tax
profit in the financial year can be attributed to the following: -
(i) A reduced profit achieved on the sale of trading and
investment properties - £4.09 million compared to £7.0
million in the previous year. These profits arise from the
sale of both trading and investment properties and for the
latter, the historical cost profit is a more appropriate
performance measurement for year to year comparative
purposes. On an historical cost profit comparison basis, the
profits achieved in 1999 were £10.5 million compared to £8.2
million in 1998 as sales of investment properties were much
higher in 1999 (£48.1 million sales proceeds compared to £3.3
million in 1998).
(ii) An increase in irrecoverable property costs of £1.0m, the
bulk of which is agency fees paid on new lettings.
(iii)A reduction of £0.6m in gross rental income due to
disposals and rent-free periods given on new lettings.
Earnings per share dropped from 13.0p per share to 10.9p but if
net profits on disposal of trading and investment properties are
excluded, the reduction is only 7% (from 8.8p per share to 8.2p).
OVERHEADS
Total overheads for the year amounted to £3.3 million (1998 - £2.5
million) and this included Nexus' overheads of £99,000. Excluding
this amount, it represents 16.6% of net rental income (1998 -
11.8%). Due to the large development programme in progress during
the year, no income was generated from the developments, which
included Stirling Square and The Panoramic.
FINANCE
The Group finances its operations by a mixture of equity,
convertible bonds and bank borrowings. The Group's objective is
to maintain sufficient resources to meet its financing
requirements at the lowest achievable cost and minimal risk,
whilst maintaining sufficient flexibility to meet the requirements
of property purchases, sales and developments. No speculative
treasury transactions are undertaken.
At the year end, net borrowings amounted to £175.9 million (1998 -
£165.8 million) representing a gearing of 54% (1998 - 57%). The
borrowings include £49.2 million (net of costs) of 5.75%
Convertible Unsecured Loan Stock 2013, £95.6 million from Midland
Bank and £28.1 million from Rheinhyp. The Midland Bank loan
expires in June 2004 whilst that from Rheinhyp expires in February
2007.
We continue to have a self-imposed Group gearing level of 100%
which is periodically reviewed by the Board taking into account
prevailing and future market conditions.
The £50 million 2013 Convertible Unsecured Loan Stock issue during
the year served to increase the proportion of fixed interest rate
and at the year end, 74% of the total borrowings were at fixed
interest rates. Our weighted average cost of funds is currently
at 6.8% per annum. We will continuously monitor the situation to
ensure that we are not affected materially by adverse interest
rate movements in the near future.
TAXATION
The taxation charge of £1.97 million (1998 - £4.3 million)
represents 13.0% of our pre-tax profits (1998 - 21.8%). The low
tax charge is a consequence of capital allowances claimed and the
utilisation of brought forward losses.
REVALUATION OF INVESTMENT PORTFOLIO/NET ASSETS PER SHARE
The investment portfolio was revalued by DTZ Debenham Thorpe
Chartered Surveyors at the year end and based on those figures,
there is a revaluation surplus of £24.1 million (1998 - £49.9
million) and this represents a 5.1% uplift on the investment
properties held as at the year end (1998 - 13.5%). However, if
the development properties, which are held at cost, are excluded,
the uplift is 6.9%.
Correspondingly, the net assets per share have increased from
243.4 pence as at 30 June 1998 to 270.5 pence at the year end, an
increase of 11.1% (1998 - 28.6%).
MANAGEMENT
During the year we have added 1 professional member of staff to
the head office team giving a total staff of 20.
YEAR 2000 ISSUES
The Board and management rigorously continue to monitor the year
2000 compliance programme, to ensure that problems are identified
and corrected, and that the business of the Company continues
without interruption as we enter 2000.
The potential risks to the Company have been assessed as being
with the systems within the properties for which the Group is
responsible, and with our own internal computer systems. The
action taken to address these risks is as follows: -
* The team of independent consultants we appointed has completed
their inspections, assessment and categorisation of all the
critical items of plant throughout our property portfolio. The
replacement of any such non-compliant systems is expected to be
completed by early October. The cost of the programme is
unlikely to exceed £75,000.
* We have advised those of our tenants, who occupy buildings on
full repairing terms, of the problems that could occur and have
requested their confirmation of the measures they are
undertaking to deal with any potential problems.
* The testing of our internal computer-systems has been
undertaken, and these systems have been confirmed as year 2000
compliant.
* To prevent unexpected problems arising on new property
acquisitions, we are seeking appropriate assurances from the
vendors at the time of purchase.
* There can be no absolute assurances that the steps taken will
eliminate all problems associated with the year change. We
have, therefore, developed contingency plans the turn of the
year, so that we can speedily resolve problems and minimise
inconvenience should any problems arise.
3 YEAR REVIEW
Since the recapitalisation of Benchmark in October 1996, it has
undergone rapid transformation into a specialist Central London
property company. It is helpful to look back at the achievements
over the three year period in terms of property acquisitions,
disposals and capital expenditure.
1996/97 1997/98 1998/99 Post year end Total
Acquisitions 176.9 222.0 35.3 81.5 515.7
Disposals - 49.0 85.9 63.0 197.9
Capital
Expenditure 2.4 31.4 63.8 10.4 108.0
During this period, a total gross area of 680,000 sq ft has been
or is being refurbished or redeveloped.
As Benchmark is primarily a property investment company, one key
performance indicator is the net asset value (NAV) per share
growth.
Year Ended
30 June 1996 30 June 1997 30 June 1998 30 June 1999
NAV per share, p 168.1 189.3 243.3 270.5
During this period, the annual compound growth in NAV per share is
17.2% per annum and by including the dividend per share that has
been paid out, the growth is 18.6%.
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Year ended 30 June 1999
1999 1998
Note £'000 £'000
Gross rental income 23,221 23,787
Ground rents (1,361) (1,192)
Irrecoverable property costs (1,967) (941)
Amortisation of leasehold property (390) (120)
______ ______
Net rental income 19,503 21,534
Profit on disposal of trading
properties 1 2,491 6,615
Administration expenses (3,346) (2,538)
______ ______
Operating profit 18,648 25,611
Profit on disposal of investment
properties 1 1,603 387
Profit on termination of
discontinued operations - 40
______ ______
Profit on ordinary activities
before interest 20,251 26,038
Interest receivable 2 345 548
Interest payable and similar
charges 3 (5,458) (6,892)
______ ______
Profit on ordinary activities
before taxation 15,138 19,694
Taxation 4 (1,974) (4,298)
______ ______
Profit on ordinary activities
after taxation 13,164 15,396
Dividends 5 (4,521) (4,219)
______ ______
Retained profit for the year 8,643 11,177
===== =====
Earnings per share on
operating activities excluding
net profits on disposal of trading
and investment properties 6 8.2p 8.8p
===== =====
Earnings per share
- basic and diluted 6 10.9p 13.0p
===== =====
All items in the Consolidated Profit and Loss Account relate to
continuing operations within the United Kingdom except where
otherwise stated.
CONSOLIDATED BALANCE SHEET
As at 30 June 1999
1999 1998
Note £'000 £'000
Fixed assets
Tangible assets
Investment and development
properties 495,821 419,600
Other tangible assets 1,564 197
Investments 3,048 3,048
______ ______
500,433 422,845
______ ______
Current assets
Trading properties 9,321 44,020
Debtors 8,235 12,937
Investments 750 -
Cash at bank and in hand 282 3,870
______ ______
18,588 60,827
Creditors - amounts falling
due within one year (19,267) (20,521)
______ ______
Net current assets (679) 40,306
______ ______
Total assets less current
liabilities 499,754 463,151
Creditors - amounts falling
due after more than one year (123,713) (169,669)
Convertible unsecured loan stock (49,210) -
Provisions for liabilities
and charges (705) (80)
______ ______
Net assets 326,126 293,402
______ ______
Capital and reserves
Called up share capital 7 60,280 60,280
Share premium account 8 149,737 149,737
Revaluation reserve 8 83,693 66,056
Other reserves 8 51 51
Profit and loss account 8 32,365 17,278
______ ______
Total capital employed 326,126 293,402
====== =====
Net assets per share 6 270.5p 243.4p
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED
GAINS AND LOSSES
Year ended 30 June 1999
1999 1998
£'000 £'000
Profit for the financial year
after taxation 13,164 15,396
Unrealised surplus on revaluation
of investment properties 24,081 49,236
______ ______
Total recognised gains and losses
for the year 37,245 64,632
______ ______
NOTE OF HISTORICAL
COST PROFITS AND LOSSES
Year ended 30 June 1999
1999 1998
£'000 £'000
Profit on ordinary activities
before taxation 15,138 19,694
Realisation of property revaluation
gains in prior periods 6,444 1,178
______ ______
Historical cost profit on ordinary
activities before taxation 21,582 20,872
______ ______
Historical cost profit retained after
tax and dividends 15,087 12,355
______ ______
RECONCILIATION OF MOVEMENT IN
SHAREHOLDERS' FUNDS
Year ended 30 June 1999
1999 1998
£'000 £'000
Total recognised gains and losses
for the year 37,245 64,632
Dividends (4,521) (4,219)
Issue of shares - 118,881
______ ______
Increase in total capital employed 32,724 179,294
Opening shareholder's funds 293,402 114,108
______ ______
Closing shareholders funds 326,126 293,402
______ ______
CONSOLIDATED CASH FLOW STATEMENT
Year ended 30 June 1998
1999 1998
Note £'000 £'000
Operating activities
Net cash inflow before sales of
and additions to trading
properties 9(a) 12,676 23,601
Net cash inflow/(outflow) from
sales of and additions
to trading properties 9(a) 44,724 (43,707)
______ ______
Net cash inflow/(outflow) from
operating activities 9(a) 57,400 (20,106)
Returns on investments and servicing
of finance
Interest received 361 524
Interest paid (11,480) (10,927)
______ ______
Net cash outflow for returns on
Investments and servicing of
finance (11,119) (10,403)
______ ______
Taxation
Corporation tax paid (4,379) (531)
______ ______
Capital expenditure
Acquisition of investment
properties (92,498) (175,793)
Disposals and other capital 46,288 22,246
receipts
Purchase of other fixed assets
(1,407) (108)
______ ______
Net cash outflow for capital
expenditure (47,617) (153,655)
______ ______
Equity dividends paid (4,340) (1,989)
______ ______
Cash outflow before use of
liquid resources and financing (10,055) (186,684)
Management of liquid resources
Decrease / (increase) in cash deposit
held as security 2,700 (1,249)
Financing
Issue of shares - 118,881
Increase in debt 9(b) 6,467 68,024
______ ______
Net inflow from financing 6,467 186,905
______ ______
(Decrease) / increase in
cash in the period 9(b) (888) (1,028)
______ ______
Notes to the Accounts
1. Profit on disposal of trading and investment properties
Trading Investment
Properties properties Total
£'000 £'000 £'000
Aggregate consideration 37,745 48,128 85,873
Less: sales costs (266) (414) (680)
______ ______ ______
Net proceeds 37,479 47,714 85,193
Less: historical cost of
properties (34,988) (39,667) (74,655)
______ ______ ______
Historical cost profit 2,491 8,047 10,538
Less: revaluation surplus
in prior period - (6,444) (6,444)
______ ______ ______
2,491 1,603 4,094
______ ______ ______
2. Interest receivable
1999 1998
£'000 £'000
Loan notes - related company 84 119
Bank deposits 88 226
Deposits held as security against loans 77 152
96 51
______ ______
345 548
______ ______
The loan notes were issued by Agnew's Property Investments Limited
in which the Company has a 25% interest.
3. Interest payable and similar charges
1999 1998
£'000 £'000
Amounts payable on bank loans
and overdrafts:
Not wholly repayable within
five years 2,039 10,173
Wholly repayable within five
years 6,950 584
5.75% Convertible Unsecured
Loan Stock 2013 2,836 -
Less: interest capitalised (6,367) (3,865)
______ ______
5,458 6,892
______ ______
4. Taxation
1999 1998
£'000 £'000
Corporation tax at 30.75% (1998 - 31%) 1,349 4,218
Deferred tax 625 80
______ ______
1,974 4,298
______ ______
The tax charge has benefited from the utilisation of brought
forward losses and capital allowances claimed. No tax charge has
arisen from the disposal of investment properties. Relief has
been taken during the year for interest capitalised of £4.3
million (1998 - £3.4 million).
5. Dividend
1999 1998
£'000 £'000
Interim dividend paid of 1.75p
(1998: - 1.65p) per share 2,110 1,989
Final dividend proposed of 2.0p
(1998: - 1.85p) per share 2,411 2,230
______ ______
Total dividends payable for the year
of 3.75p (1998 - 3.50p) per share 4,521 4,219
______ ______
6. Earnings/net assets per share
The weighted average number of shares in issue during the year was
120,559,542 (1998: 118,335,299) and the earnings attributed to
ordinary shares was £13,164,000 (1998 - £15,396,000). The earnings
on ordinary activities excluding net profits on disposal of
trading and investment properties comprises net rental income less
administration expenses less net interest payable and attributable
taxation and amounted to £9,836,000 (1998: - £10,404,650). The
number of shares in issue at 30 June 1999 was 120,559,542 (1998: -
120,559,542) and the net assets attributable to shareholders at 30
June 1999 were £326,126,000 (1998: - £293,402,000).
Diluted earnings per share have been calculated for all periods
adopting the method set out in Financial Reporting Standard 14 -
Earnings per Share. In calculating diluted earnings per share,
the weighted average number of shares has been increased to
120,668,531 to take into account the dilutive effect of share
options. The 5.75% Convertible Unsecured Loan Stock 2013 do not
dilute earnings and are therefore excluded from the diluted
earnings per share calculation.
7. Share capital
The share capital outstanding at the year end was:
1999 1998
£'000 £'000
Ordinary shares of 50p each:
Authorised: 88,500 80,000
______ ______
Allotted, called up and fully paid 60,280 60,280
______ ______
On 6 July 1998 the authorised share capital was increased to £88.5
million following the Placing and Open Offer of 50 million units
of 5.75% Convertible Unsecured Loan Stock 2013.
8. Reserves
Share Revalua- Other Profit
premium tion reserves and loss Total
reserve account
£'000 £'000 £'000 £'000 £'000
Group
As at 1 July 1998 149,737 66,056 51 17,278 233,122
Revaluation surplus - 24,081 - - 24,081
Revaluation surplus
written back on
property disposals - (6,444) - 6,444 -
Retained profit for
the year - - - 8,643 8,643
______ ______ ______ ______ ______
As at 30 June 1999 149,737 83,693 51 32,365 265,846
______ ______ ______ ______ ______
9. Notes to the consolidated cashflow statement
(a) Reconciliation of operating profit to operating cash flows
1999 1998
£'000 £000
Operating profit 18,648 25,611
Depreciation 40 23
Profit on sale of trading properties (2,491) (6,615)
Amortisation of leasehold properties 390 120
Increase in debtors (1,705) (1,182)
Increase in investments (750) -
(Decrease)/increase in creditors (1,456) 5,644
______ ______
Net cash inflow before trading
properties 12,676 23,601
Net cash inflow/(outflow) from
trading properties 44,724 (43,707)
______ ______
Net cash inflow/(outflow) from
operating activities 57,400 (20,106)
______ ______
(b) Reconciliation of net cash flow to movement in net debt
1999 1998
£'000 £'000
Decrease in cash in the period (888) (1,028)
(Decrease)/increase in cash
held as security against loans (2,700) 1,249
Cash inflow from increase in debt (6,467) (68,024)
______ ______
Change in net debt resulting from
cash flows (10,055) (67,803)
Net debt at start of period (165,799) (97,996)
______ ______
Net debt at end of period (175,854) (165,799)
______ ______
(c) Net debt movements:
1999 Cashflow 1998
£'000 £000 £'000
Cash at bank and
in hand 282 (888) 1,170
Cash held as security
against loans - (2,700) 2,700
______ ______ ______
Cash per balance sheet 282 (3,588) 3,870
Bank loans less than
one year (3,213) (3,213) -
Bank loans more than
one year (172,923) (3,254) (169,669)
______ ______ ______
Net debt (175,854) (10,055) (165,799)
______ ______ ______
10. Basis of preparation
The above financial information does not constitute the company's
full statutory accounts for the years ended 30 June 1998 or 1999
but is derived from these accounts. Statutory accounts for the
year ended 30 June 1998 have been delivered to the Registrar of
Companies, whereas those for 1999 will be delivered following the
company's Annual General Meeting. The auditors have reported on
those accounts; their reports were unqualified and did not contain
a statement under Section 237 (2) or (3) of the Companies Act
1985.
The Annual Report and Accounts will be posted to shareholders on
or before 5 October 1999 and will be available from the Company's
Registered Office at: 25 Sackville Street, London W1X 1DA.