Interim Results
CLS HOLDINGS PLC
15 September 1999
CLS Holdings plc
Interim Report 1999
Chairman's Statement
The Board is pleased to announce the Group's results for the six months ended 30
June 1999. This has been a successful period for our core business and in
addition, surrenders at Vista Office Centre (formerly Hoechst House) and Drury
Lane have significantly added to profits as well as underpinning further growth.
The results have also benefited from a reduction in interest rates. An external
valuation, carried out at the half year for the first time, has shown a
continuing strong performance of the Group's portfolio and in particular, the
revaluation surplus at Solna, Stockholm which was acquired immediately prior to
30 June 1999, has had a significant impact. We have continued to make good
progress with lettings in the London portfolio and this, combined with the
potential at Solna, means that an annual rent roll in excess of £42 million is
in prospect.
Financial Highlights
- NAV per share of 217.0 pence, (up 17.9 per cent since 31 December 1998)
after external valuation.
- Profit before tax up 96 per cent at £9.9 million (£5.0 million for the
period to 30 June 1998).
- Since 31 December 1998, 8,374,966 shares have been purchased by the
Company and cancelled, representing 7.4 per cent of share capital. Further
tender offer buy back proposed of 1 in 65 shares at 185 pence per share
- £42.2 million cash in bank at 30 June 1999 (30 June 1998: £18.5 million).
- Potential annual rent roll rises from £32.4 million today, to £42.5
million after letting vacant space and a further investment of
approximately £12 million.
Our share buy back programme is starting to benefit shareholders and the effect
can be seen in the following statistics:
Key Statistics
30.06.99 30.06.98
NAV per share 217.0 p 160.8 p up 35 %
FRS 13 adjustment
(after tax) (15.9) p (20.4) p down 22 %
Earnings per share 8.3 p 4.0 p up 108 %
Shares in issue (000's) 104,372.7 115,638.7 down 10 %
Distribution per share 2.85 p 2.40 p up 19%
The Group's financial performance is continuing to show strong growth.
Other Financial Information
30.06.99 30.06.98 31.12.98
restated restated
Property portfolio £470.3 m £375.0 m up 25 % £404.7 m
Net rental income £15.1 m £14.4 m up 5 % £28.8 m
Other property related
income £4.1 m £ 1.4 m up 193 % £ 2.7 m
Operating profit £17.3 m £14.0 m up 24 % £26.8 m
Financial income £2.4 m £1.0 m up 143 % £2.1 m
Profit before taxation £9.9 m £5.0 m up 96 % £11.1 m
Profit after taxation £8.9 m £4.5 m up 97 % £10.1 m
Net asset value £226.5 m £186.0 m up 22 % £207.6 m
Cash £42.2 m £18.5 m up 129 % £29.0 m
Gearing 107.3 % 99.4 % up 8 % 93.0 %
Interest Cover 2.34 1.56 up 50 % 1.60
The Group has continued to perform well. A summary of our first six months'
activities follows:
Financial
The solid financial performance of the Group has continued, with pre-tax profit
amounting to £9.9 million for the six months, showing a growth of 96.3 per cent
over the period to 30 June 1998.
The balance sheet has been further strengthened, with net asset value increasing
to 217.0 pence per share, an increase of 17.9 per cent over the position at 31
December 1998 and an increase of 35.0 per cent since 30 June 1998. Net assets
have benefited from an interim property valuation showing an increase of £20.4
million (19.5 pence per share) this included the acquisition of a substantial
investment at Solna in Stockholm, Sweden just prior to the half year end, which
has been valued at £12.3 million in excess of cost (equivalent to 11.8 pence per
share).
Net Rental Income
Rental income, at £15.1 million has been restated to include the effect of
service charge income and expenditure, a net expense of £0.7 million (30 June
1998: £0.4 million). This reflects an increasing proportion of the portfolio,
mainly relating to Swedish properties, being invoiced at an all inclusive rent.
The growth of £0.8 million over June 1998 (as restated) reflected the inclusion
of rent of £2 million received for a full six months at Vanerparken, which was
acquired in September 1998. This was offset by a reduction in rental income
from properties undergoing refurbishment, principally £0.4 million at Vista
Office Centre (previously Hoechst House) and £0.2 million at 230 Blackfriars
Road (previously Conoco House).
Other property related income
Other property related income increased by £2.7 million to £4.1 million. The
principal elements included a profit of £2.5 million on the surrender of a lease
at Vista Office Centre and a profit of £0.8 million on the surrender of a lease
at Drury Lane.
No property disposals were made during the period.
Administrative expenditure
Administrative expenditure increased by £0.3 million to £1.6 million. The
principal reasons for this increase were costs of £0.1 million which related to
new computer systems, partly in preparation for year 2000 and an increase of
£0.2 million reflecting the addition of some senior staff strengthening the
management team in the areas of development, international investment and
finance. Of the increase in staff costs, £0.1 million was recovered as part of
the management charge to Citadel Holdings plc of £0.3 million.
Associate Company
Citadel Holdings plc owns a high quality French office portfolio and is
performing well in this improving market. In May 1999 we took the opportunity
of increasing our investment in Citadel through the purchase of 1,679,074 shares
from Bengt Mortstedt taking our direct holding to 17.4 per cent. As a result of
our increased influence over the business of Citadel the Company is being
treated as an associate in this period's figures. This contributed an
additional £0.2 million to Operating profit for the six months to 30 June 1999.
In addition net asset value increased by 0.08 pence as a result.
Financial income and costs
Interest receivable and financial income increased from £1.0 million for the
period to 30 June 1998, to £2.4 million for the six months to 30 June 1999.
This reflects our greatly increased level of cash balances and our improved
contribution from treasury activities.
Interest income amounted to £0.7 million, whilst Treasury activities contributed
£1.7 million in the period mainly as a result of the timely investment of a
small portion of our cash resources in Ericsson, Nokia and Scania. The book
value of our treasury investments at 30 June 1999 was £1.9 million, since that
date our holdings have been reduced through profitable sales of investments.
Interest payable and related charges has decreased slightly to £9.8 million (30
June 1998: £9.9 million). This reflects the effect of falling interest rates,
notwithstanding an increase in overall borrowing. At the period end UK sterling
floating rate loans totalled £151 million. All of our UK floating rate debt is
hedged by interest rate caps. Three month LIBOR rates moved from 7.81 per cent
at 30 June 1998 to 5.16 per cent at 30 June 1999 although the full effect of
this movement was not felt until the end of the period.
The Group is continuing with its active refinancing programme. During the first
half of the year the Group has incurred costs of £0.2 million in relation to
associated valuation and legal fees.
Taxation
The Group will continue to benefit from brought forward tax losses and capital
allowances, for the full year. The Profit & Loss charge of £0.9 million
reflects an apportioned estimate of the charge for the whole year.
Buy-backs and dividends
At the year end we stated that in lieu of paying a final dividend in cash, the
Company intended to make a distribution to shareholders by way of a tender offer
buy-back. This was taken up in full in March of this year. With the current
share price remaining at a considerable discount to net asset value we are
proposing an interim distribution by way of a further tender offer buy-back of
shares on the basis of 1 in 65 at a price of 185 pence per share. This will
enhance net asset value per share and is equivalent in cash terms to an interim
net dividend of 2.846 pence per share (1998: 2.4 pence per share), an increase
of 18.6 per cent. Should the buy-back be taken up in full, the total cash
expenditure will be £3.0 million and as a result, share capital will be further
reduced by 1.5 per cent and the proforma net asset value per share would
increase to 217.5 pence.
At 31 December 1998 there were 112,747,693 ordinary shares in issue. Since that
date the Company has purchased 4,775,907 shares in the market for cancellation
and completed the 1998 year end tender offer buy back of 3,599,059 shares. This
has involved a total cash expenditure of £10,159,986 and leaves the number of
shares in issue at today's date of 104,372,727. Should the current tender o
ffer buy back be fully taken up, the number of shares in issue would be further
reduced by 1,605,734 to 102,766,993.
Investment Properties
Tangible Assets, at £470.6 million, have increased by £65.7 million (16.2 per
cent) since 31 December 1998. This increase reflects the cost of acquisition of
Solna (£34.5 million (SEK463 million) ) and Colne House, Watford (£6.4 million)
together with the interim revaluation surplus of £20.4 million (of which Solna
represented £12.3 million).
Creditors
Creditors falling due within one year show an increase of £50.4 million
reflecting the fact that the Solna completion (£32.7 million) took place after
the period end and £16.7 million of refinancings were in progress at 30 June
1999. Since the period end, the Solna acquisition has been financed by third
parties on a long term basis.
Debt Structure
The net borrowing of the Group at 30 June 1999 was £207.8 million (31 December
1998 - £189.8 million). This reflected the active refinancing programme pursued
by the Group and the funding of the acquisitions detailed above.
The fair value of the Group's fixed rate debt was in excess of book value by an
amount of £23.7 million (31 December 1998 - £33.2 million). The notional after
tax adjustment to NAV, at a corporation tax rate of 30 per cent (31 December
1998 - 31 per cent), resulting from holding loans at fair value was £16.6
million or 15.9 pence per share (31 December 1998 - £23.0 million or 20.4 pence
per share). This was the result of increased bond yields.
Whilst the FRS13 adjustment is noteworthy the additional interest cost is of
course expensed through the Profit & Loss Account. This excess interest charge
amounted to approximately £0.7 million in the six months to 30 June 1999.
Gearing at 30 June 1999 was 107.3 per cent, (31 December 1998 - 93.0 per cent)
the balance of the purchase price for the acquisition of Solna of £32.7 million
has been included in the calculation of gearing. Non-interest bearing debt
amounted to £53.8 million (31 December 1998: £19.5 million).
Year 2000
Since our review of the position at 31 December 1998, the Group's in house
systems and those of its properties, where appropriate, have been fully tested
to ensure they will be compliant before the year 2000 and the programme of
upgrading / replacement of equipment is nearing completion.
Property
230 Blackfriars, London
Following the receipt of £775,000 in settlement of dilapidation in December 1998
from Conoco, we are refurbishing this property. The works are proceeding in
line with our budget and due for completion this month. In April we pre-let
half of the 60,000 sq ft (5,575 sq m), available, to American Express Europe
Limited at £23 per sq ft (£253 per sq m). We are at an advanced stage of
letting the remaining available space.
Citadel House
Citadel House, Fetter Lane, EC4 (now renamed Elan House) is now completely let
and this will be fully income producing during the final quarter of the current
year.
Colne House, Watford
On 2 March 1999 we acquired Colne House, Watford. This is a high yielding
office investment, acquired on an initial yield of 10 per cent and let to
Hitachi Europe until September 2010.
Coventry House
On 19 January 1999 we announced the outcome of the rent review with Aberdeen
Steak Houses. This resulted in a rental uplift from £430,000 per annum to
£655,000 per annum and re-affirmed our confidence in this location. We have now
received consent to extend the building to create 17 luxury apartments on the
upper three floors and these will be aimed at the top end of the rental market.
Work has commenced on site and we anticipate completion in the summer of 2000.
Negotiations are continuing with a number of potential operators of the
advertising sign on top of the building and we hope to announce further
progress shortly.
172 Drury Lane, London WC2
On 30 June we accepted a payment of £1.85 million from Aegis to surrender their
lease. This gave rise to a profit of £0.8 million reflected in these results.
The empty space has been refurbished by Aegis and we are actively marketing this
space.
Vista Office Centre
On 18 January 1999 we announced that we had received £7.982 million from Hoechst
UK Ltd for the surrender of its leasehold interest at Hoechst House, Heathrow
(now renamed The Vista Office Centre). This resulted in a £2.5 million profit
in the first half. The first phase of our refurbishment programme which will be
completed shortly, includes a new reception area, gymnasium, tennis court,
swimming pool and restaurant. We expect further progress on new lettings later
in the year.
Solna, Sweden
On 23 June we announced our second major acquisition in Sweden. The freehold
property extends over a site area of 5.2 hectares (12.9 acres) and comprises a
total net lettable area of 112,900 sq. m. (1.215 million sq. ft.) made up of
60,900 sq. m. (656,000 sq. ft.) offices, 47,300 sq. m. (509,000 sq. ft)
warehousing and distribution facilities, 3,500 sq. m. (38,000 sq. ft.) retail
and 1,152 sq. m. (12,000 sq. ft.) residential. The site also includes over
1,600 car parking spaces, of which 59 per cent are situated underground. The
property is multi let to over 60 tenants and approximately 35 per cent of the
space is vacant. The current total net income of the property is in excess of
SEK 28.4 million (£2.1 million) per annum and is expected to rise to SEK 60.3
million (£4.5 million) per annum when fully let. In addition, on an ERV basis
total rents may rise to over SEK 80.0 million (£6.0 million).
The effective cost of acquiring the company was SEK 463 million (£34.5 million)
which gives an initial yield of 6.1 per cent rising to 11.2 per cent when fully
let and after taking into account further investment of SEK 75 million (£5.6
million).
Solna has been valued at 30 June 1999 at SEK 660 million (£49.3 million) giving
rise to a surplus of £12.3 million on cost of £34.5 million.
The acquisition has been financed in Swedish Kronor, therefore only equity and
profits are exposed to movements in exchange rates.
Total bank finance on our Swedish properties is currently SEK 843.3 million. SEK
643.3 million of which has been fixed at the rate of 6.0 per cent, the remainder
floating at 4.75 per cent. The overall effective rate of interest is 5.7 per
cent.
Set out below is a table, first published in our annual report and accounts for
the year ended 31 December 1998. The table analyses the categories of assets we
own and the future potential available from new lettings and refurbishment.
Comparison can also be made between the performance of our international
properties and those located in London. The table has been updated to reflect
acquisitions and letting activity since the year end.
Yield Rent
based Contracted Contract Unlet
June 1999 on Receivable not yet Space
Description Area Area Book receiv Rent receivable at
London sq m sq ft Value able ERV
(000's) (000's) £m rent £m £m £m
%
< 5 yrs 37.1 398.4 50.0 10.87 5.4 - 0.1
5 - 10 yrs 52.8 568.9 115.8 7.79 9.0 0.3 0.7
> 10 yrs 49.8 535.7 135.2 7.30 9.9 1.2 -
Refurbish- 25.6 275.8 72.3 2.14 1.6 2.9 2.5
ment Projects
Total 165.3 1,778.8 373.3 6.93 25.9 4.4 3.3
International
Sweden
< 10 yrs 82.0 882.5 ( 2.1 - -
( 49.3 4.26
Refurbish 30.9 332.5 ( - - 2.4
ment
Projects
> 10 yrs 43.2 467.8 44.4 9.19 4.1 - -
Germany
< 5 yrs 5.4 58.2 3.3 9.70 0.3 - -
Total 161.5 1,741.0 97.0 6.71 6.5 - 2.4
Total 326.8 3,519.8 470.3 6.89 32.4 4.4 5.7
Portfolio
Total Potential Income 42.5
The above table does not reflect over and underrenting of existing receivable
rental income. In the UK we estimate reversionary income to be £1.5 million per
annum and overrented income is £1.0 million per annum. However, virtually all
of the overrented income is secured on leases with strong tenants for at least
the next ten years. In relation to international properties, we estimate the net
reversionary income to be approximately £1.0 million per annum.
Conclusion
We are satisfied with the first half year's results and continue to work on the
prospects for future growth.
The recently completed leisure development at One Leicester Square opened to the
public last week to great critical acclaim and we are proud of our involvement
in this London landmark property.
The total refurbishment of 230 Blackfriars Road and the first phase of our
refurbishment of Vista Office Centre will be completed within the next few weeks
and we are pleased with the tenant demand for the high quality schemes.
At today's date the Group's aggregate annual contracted rent roll stands at
£36.8 million with a further £5.7 million in the pipe line as we let vacant
space. This will provide the fuel for further growth. Of the £4.4 million of
contracted rent not yet receivable, £3.9 million will be receivable for the full
year ending 31 December 2000.
We have a strong cash position and feel well placed to move quickly when
attractive opportunities arise. We continue to believe that our London
portfolio has further potential. There are further opportunities to invest
outside the UK and we are investigating a number of interesting possibilities.
The second half of the year is proceeding well, although we are not anticipating
the significant one-off profits earned in the first half.
Subject to unforeseen events occurring the Group will grow strongly and is well
placed to provide attractive long-term returns for its shareholders.
I take this opportunity to thank my fellow Directors, our staff and professional
advisors for their support during the period.
S. A. Mortstedt
Executive Chairman
* September 1999
CLS Holdings plc
Consolidated Profit and Loss
Account
6 months to
6 months to 30.06.98 12 months to
30.06.99 £ 000 31.12.98
£ 000 restated £ 000
(unaudited) (unaudited) restated
Net rental income 15,129 14,378 28,758
Other property related income 4,109 1,403 2,741
19,238 15,781 31,499
Administrative expenses (1,621) (1,327) (3,228)
Non recoverable property expenses (503) (493) (1,460)
(2,124) (1,820) (4,688)
Operating Profit 17,114 13,961 26,811
Share of operating profit in
associates 170 - -
Gains from sale of subsidiary - - 465
Gains from sale of investment
properties - - 2,131
Profit on Ordinary Activities
Before Interest 17,284 13,961 29,407
Interest receivable and financial
income: Group 2,433 1,003 2,080
Associate 5 - -
Interest payable and related
charges: Group (9,744) (9,925) (20,433)
Associate (87) - -
Net interest payable (7,397) (8,922) (18,353)
Profit on Ordinary Activities
Before Taxation 9,891 5,039 11,054
Tax on ordinary activities: Group (939) (493) (961)
Associate (7) - -
Profit For The Period 8,945 4,546 10,093
Dividends - (3,406) (3,406)
Retained Profit For The Period 8,945 1,140 6,687
Earning per Share 8.3p 4.0p 8.8p
Diluted Earnings per Share 8.2 p 4.0p 8.8 p
'000 '000 '000
Ordinary shares in issue
Cumulative total 104,373 115,639 112,748
Weighted average number during the
period 107,989 113,435 114,300
CLS Holdings plc
Consolidated Balance Sheet
30.06.99 30.06.98 31.12.98
£ 000 £ 000 £ 000
(unaudited) (unaudited)
Fixed Assets
Tangible Assets 470,641 375,225 404,966
Investments 468 4,284 4,435
Investment in associate 6,268 - -
477,377 379,509 409,401
Current Assets
Stocks: trading properties 83 164 83
Debtors - amounts falling due 2,402 2,851 2,597
after more than one year
Debtors - amounts falling due 8,238 6,186 4,735
within one year
Investments 2,594 1,611 3,217
Cash at bank and in hand 42,240 18,480 28,975
55,557 29,292 39,607
Creditors: amounts falling due (80,146) (27,223) (29,764)
within one year
Net Current (Liabilities) /Assets (24,589) 2,069 9,843
Total Assets Less Current 452,788 381,578 419,244
Liabilities
Creditors: amounts falling due (226,250) (195,602) (211,674)
after more than one year
Net Assets 226,538 185,976 207,570
Capital and Reserves
Called up share capital 26,093 28,910 28,187
Share premium account 38,153 49,211 49,211
Revaluation reserve 101,080 63,091 80,707
Capital Redemption Reserve 2,816 - 723
Other reserves 18,996 18,828 19,010
Profit and loss account 39,400 25,936 29,732
Total Equity Shareholders' Funds 226,538 185,976 207,570
CLS Holdings plc
Cash Flow Information
30.06.99 30.06.98 31.12.98
£ 000 £ 000 £ 000
(unaudited) (unaudited)
Net cash inflow from operating 21,616 15,032 28,389
activities
Returns on investments and
servicing of finance
Interest received 2,370 983 2,020
Interest paid (8,938) (9,085) (18,730)
Interest rate caps purchased (95) - (51)
Net cash outflow from returns on
investments and servising of (6,663) (8,102) (16,761)
finance
Taxation paid (1,622) (325) (899)
Capital expenditure
Purchase and enhancement of (12,369) (5,398) (51,352)
properties
Sale of investment properties - 3,900 41,392
Disposal of other fixed assets 79 14 53
Purchase of other fixed assets (2,143) (31) (296)
Net cash outflow from capital (14,433) (1,515) (10,203)
expenditure
Acquisitions and disposals
Sale of subsidiary undertaking - - 2,803
Equity dividends paid - (741) (3,517)
Cash (outflow)/inflow before
management of liquid resources and (1,102) 4,349 (188)
financing
Management of liquid resources
Cash (placed)/released on short (4,550) (4,589) (10,324)
term deposits
Current asset investments 623 (1,400) (1,576)
Net cash outflow from the
management of liquid resources (3,927) (5,989) (11,900)
Financing
Issue of equity share capital - - -
Buyback of share capital (10,335) - (3,614)
Expenses paid in connection with - (7) (9)
share issue
New loans 38,656 1,726 51,733
Repayment of loans (14,577) (5,188) (36,310)
Net cash inflow/(outflow) from 13,744 (3,469) 11,800
financing
Increase/(Decrease) in cash 8,715 (5,109) (288)
CLS Holdings plc 30.06.99 30.06.98 31.12.98
Statement of Total Recognised £ 000 £ 000 £ 000
Gains and Losses (unaudited) (unaudited)
Profit for the period/year 8,945 4,546 10,093
Unrealised surplus on the 20,352 - 19,478
revaluation of properties
Share of unrealised surplus on the
revaluation of 727 - -
associate properties
Currency translation differences 118
on foreign (14) (66)
Currency net investments
Other recognised gains relating to 21,065 (66) 19,596
the year
Total gains and losses recognised 30,010 4,480 29,689
Basis of Preparation and Accounting policies
The unaudited results for the half-year to 30 June 1999 have been prepared in
accordance with UK generally accepted accounting principles. The accounting
policies applied are those set out in the Group's 1998 Annual Report and
accounts except for changes in accounting as follows:
Accounting for scrip dividends
During the year, the Company has taken legal advice over the accounting
treatment of scrip and enhanced scrip dividends which had previously been
treated as a reinvestment of capital with a credit to share premium account.
The Company has been advised that the legal form of these scrip dividends was a
bonus issue of shares which should not result in the creation of any share
premium. The accounting entries for past scrip dividends have been recalculated
and as a result, an amount of £11.1 million has been transferred from share
premium account to profit and loss account.
Investment properties
Investment properties were stated at their open market value at 30 June 1999 and
as a result a £20.4 million surplus has been credited to reserves. In the past
investment properties were revalued annually.
CLS Holdings plc
Directors, Officers and Advisors
Directors
Sten Mortstedt (Executive Chairman)
Glyn Hirsch LLB ACA (Chief Executive)
Bengt Mortstedt Juris Cand (Non-Executive Director)
Keith Harris PhD *+@ (Non-executive Director)
Thomas Lundqvist *+ (Non-executive Director)
James Dean FRICS * (Non-executive Director) (Appointed 9 April 1999)
* = member of Remuneration Committee
+ = member of Audit Committee
@ = senior independent director
Company Secretary & Solicitor
Thomas J Thomson BA (Solicitor)
Registered Office
6 Spring Gardens
Tinworth Street
London SE11 5EH
Registered Number
2714781
Registered Auditors
PricewaterhouseCoopers
Chartered Accountants
1 Embankment Place
London WC2N 6NN
Registrars and Transfer Office
Computershare Services plc
P O Box 435
Owen House
8 Bankhead Crossway North
Edinburgh EH11 4BR
Clearing Bank
Royal Bank of Scotland plc
24 Grosvenor Place
London SW1X 7HP
Financial Advisors
HSBC Investment Bank plc
Vintner's Place
68 Upper Thames Street
London EC4V 3BJ
Stockbrokers
Sutherlands Ltd
Dashwood House
69 Old Broad Street
London EC2M 1NX
CLS Holdings plc website
www.clsholdings.com