Interim Results - Part 2

Hammerson PLC 29 August 2001 PART 2 Property Portfolio Information for the six months ended 30 June 2001 Net True Underlying Estimated rental Properties equivalent valuation Vacancy Rents rental income at valuation yield change rate passing value Revers- ionary £m £m % % % £m £m % Notes (1) (2) (3) (4) United Kingdom Retail: London 21.6 815.0 6.6 (2.4) 1.6 47.0 55.4 11.3 & South Midlands 9.6 389.0 7.4 (1.3) 0.9 19.4 23.7 10.1 & North 31.2 1,204.0 6.8 (2.1) 1.4 66.4 79.1 10.9 Office: City 12.0 566.6 7.5 4.5 0.1 24.4 30.9 25.7 West End 10.2 324.4 7.8 3.7 1.6 17.8 25.2 36.7 Docklands 4.2 168.3 8.3 6.1 9.0 10.1 17.7 46.7 & other 26.4 1,059.3 7.8 4.5 4.9 52.3 73.8 34.0 Total United Kingdom 57.6 2,263.3 7.2 0.9 2.9 118.7 152.9 20.9 Continental Europe Retail: France 13.8 521.2 7.0 4.8 2.0 30.8 40.0 22.7 Germany 5.1 266.6 6.6 nil 4.8 13.9 16.3 12.9 18.9 787.8 6.9 3.1 3.2 44.7 56.3 19.7 Office: France 4.7 215.4 7.1 0.4 0.0 7.9 10.2 28.4 Total 23.6 1,003.2 6.9 2.5 3.0 52.6 66.5 21.0 Continental Europe Group Retail 50.1 1,991.8 6.8 (0.1) 2.3 111.1 135.4 14.4 Office 31.1 1,274.7 7.7 3.8 4.6 60.2 84.0 33.3 Total Group 81.2 3,266.5 7.1 1.4 2.9 171.3 219.4 20.9 Notes (1) True equivalent yield is based on rents passing and estimated rental values at 30 June 2001. The calculation excludes properties in the course of development. (2) Rents passing at 30 June 2001 after deducting head and equity rents. (3) Estimated rental value at 30 June 2001 including vacant space and after deducting head and equity rents. (4) The amount by which the estimated rental value exceeds the rents passing at 30 June 2001 assuming vacant space is let at estimated rental value. Consolidated Profit and Loss Account Year ended Six months Six months ended ended 31 December 30 June 2001 30 June 2000 2000 Audited Unaudited Unaudited £m Notes £m £m 141.1 Net rental income 1 81.2 69.3 (15.7) Administration (9.1) (7.9) expenses 125.4 Operating profit 72.1 61.4 17.2 Exceptional items: Profit 2.9 9.4 on the sale of investment properties 142.6 Profit on ordinary 75.0 70.8 activities before interest (53.4) Cost of finance 2 (35.8) (23.3) (net) 89.2 Profit on ordinary 39.2 47.5 activities before taxation (8.2) Taxation 3 (4.3) (4.6) 81.0 Profit on ordinary 34.9 42.9 activities after taxation (1.3) Equity minority (0.4) (0.6) interests 79.7 Profit for the 34.5 42.3 period (39.4) Dividends 4 (12.9) (12.5) 40.3 Retained profit 21.6 29.8 for the period 28.0p Earnings per share 5 12.3p 14.8p 27.8p Diluted earnings 5 12.3p 14.8p per share 22.0p Adjusted earnings 5 11.3p 11.5p per share All results derive from continuing operations. Consolidated Balance Sheet 31 December 30 June 2001 30 June 2000 2000 Restated* Audited Unaudited Unaudited £m Notes £m £m Fixed assets 3,337.8 Land and 6 3,266.5 3,037.8 buildings 0.8 Fixtures, 0.8 0.6 fittings and equipment 3,338.6 Tangible assets 3,267.3 3,038.4 15.2 Investments 7 16.6 14.7 3,353.8 3,283.9 3,053.1 Current assets 71.0 Debtors 8 80.8 81.3 150.4 Cash and short 9 232.6 297.2 term deposits 221.4 313.4 378.5 Creditors falling due within one year (11.2) Borrowings 10 (0.2) (47.2) (146.7) Other 11 (133.4) (177.9) 63.5 Net current 179.8 153.4 assets 3,417.3 Total assets less 3,463.7 3,206.5 current liabilities Creditors falling due after more than one year (1,428.7) Borrowings, 10 (1,422.3) (1,363.0) including convertible bonds (18.3) Other 11 (15.5) (13.0) (33.0) Equity minority (33.0) (31.9) interests 1,937.3 1,992.9 1,798.6 Capital and reserves 70.3 Called up share 70.3 71.2 capital 529.2 Share premium 13 530.3 528.9 account 939.6 Revaluation 13 927.4 797.6 reserve 2.0 Capital 13 2.0 1.1 redemption reserve 1.5 Other reserves 13 1.5 1.5 394.7 Profit and loss 13 461.4 398.3 account 1,937.3 Equity 1,992.9 1,798.6 shareholders' funds Net asset value 689p per share 5 708p 632p 667p Diluted net asset 5 685p 614p value per share * Comparative figures have been restated as explained in note 16, 'Other Information'. Statement of Total Recognised Gains and Losses Year ended Six months ended Six months ended 31 December 30 June 2001 30 June 2000 2000 Restated* Audited Unaudited Unaudited £m £m £m 79.7 Profit for the 34.5 42.3 period 199.8 Unrealised surplus 44.7 53.9 on revaluation of properties 1.6 Exchange (11.8) 3.9 translation movements 281.1 Total recognised 67.4 100.1 gains and losses for the period Note of Historical Cost Profits and Losses Year ended Six months ended Six months ended 31 December 30 June 2001 30 June 2000 2000 Audited Unaudited Unaudited £m £m £m 89.2 Profit on ordinary 39.2 47.5 activities before taxation 10.4 Realisation of 48.5 7.4 previous years' revaluation gains Historical cost profit on ordinary activities before 99.6 taxation 87.7 54.9 Historical cost profit for the period after taxation, equity minority interests and 50.7 dividends 70.1 37.2 Reconciliation of Movements in Shareholders' Funds Year ended Six months ended Six months ended 31 December 30 June 2001 30 June 2000 2000 Restated* Audited Unaudited Unaudited £m £m £m 40.3 Retained profit for 21.6 29.8 the period 201.4 Other recognised 32.9 57.8 gains and losses (31.3) Purchase and - (15.6) cancellation of own shares 1.2 Issue of shares 1.1 0.9 211.6 Net increase in 55.6 72.9 shareholders' funds 1,725.7 Shareholders' funds 1,937.3 1,725.7 at 1 January 1,937.3 Closing 1,992.9 1,798.6 shareholders' funds * Comparative figures have been restated as explained in note 16, 'Other Information'. Consolidated Cash Flow Statement Year ended Six months Six months 31 ended ended December 30 June 30 June 2000 2001 2000 Audited Unaudited Unaudited £m Notes £m £m 127.8 Net cash flow from 14 65.1 61.1 operating activities (59.0) Returns on investment and 14 (54.6) (35.7) servicing of finance 21.9 Corporation tax received - 21.3 (369.6) Capital 14 81.6 (174.6) proceeds/(expenditure) (67.0) Acquisitions and 14 - (66.6) disposals (38.8) Equity dividends paid (26.9) (26.1) (384.7) Cash inflow/(outflow) 65.2 (220.6) 4.0 (Increase)/Decrease in (91.5) (150.2) short term deposits 388.1 Net cash inflow from 15 17.3 370.2 financing 7.4 (Decrease)/Increase in (9.0) (0.6) cash in the period Reconciliation of Net Cash Flow to Movement in Net Debt Year ended Six months Six months ended ended 31 December 30 June 2001 30 June 2000 2000 Audited Unaudited Unaudited £m £m £m 7.4 (Decrease)/Increase in (9.0) (0.6) cash in the period (418.4) Increase in debt (16.2) (384.9) (4.0) Increase/(Decrease) in 91.5 150.2 short term deposits (415.0) Change in net debt 66.3 (235.3) resulting from cash flows (10.6) Adoption of secured - (10.6) bank debt on acquisition of property (5.4) Exchange adjustment 33.3 (8.6) (431.0) Movement in net debt in 99.6 (254.5) the period (858.5) Net debt at 1 January (1,289.5) (858.5) (1,289.5) Closing net debt (1,189.9) (1,113.0) Notes to the Accounts 1 NET RENTAL INCOME Year ended Six months ended Six months ended 31 December 2000 30 June 2001 30 June 2000 £m £m £m 98.8 United Kingdom 57.6 49.1 31.4 France 18.5 14.7 10.9 Germany 5.1 5.5 141.1 81.2 69.3 2 COST OF FINANCE (NET) Year ended Six months Six months ended ended 31 December 2000 30 June 2001 30 June 2000 £m £m £m Interest payable on: 18.5 Bank loans and overdrafts 10.7 7.4 overdrafts 71.6 Other loans 37.6 35.1 90.1 Interest payable and 48.3 42.5 similar charges Less: Interest payable 21.0 capitalised 7.6 11.3 15.7 Interest receivable 4.9 7.9 53.4 35.8 23.3 3 TAXATION The tax charge for the six months ended 30 June 2001 is based on the projected effective tax rate for the full year. The charge reflects the recovery of advance corporation tax previously written off and allowances for capital expenditure. The charge includes overseas taxation of £0.1m (30 June 2000: £0.3m). No tax has been charged on the sale of investment properties in the period. 4 DIVIDENDS The directors have declared an interim dividend of 4.58 pence per share (30 June 2000: 4.40 pence per share) payable on 1 November 2001 to shareholders on the register at the close of business on 28 September 2001. Notes to the Accounts 5 EARNINGS PER SHARE AND NET ASSET VALUE PER SHARE Basic earnings per share is calculated by dividing the profit for the financial period of £34.5m by the weighted average number of shares in issue during the six months ended 30 June 2001 of 280.7m and excludes those shares held in the Hammerson Deferred Share Plan (note 7) which are treated as cancelled. Diluted earnings per share assumes the exercise of conversion rights relating to the convertible bonds and of options relating to shares, and is calculated on the diluted profit for the period of £34.5m and the diluted weighted average number of shares of 281.3m. Adjusted earnings per share excludes exceptional items and is calculated on the adjusted profit for the period of £31.6m and the weighted average number of shares in issue during the period. Exceptional items increased earnings per share by 1.0 pence in the six months ended 30 June 2001. The calculations for basic and diluted net asset value per share at 30 June 2001 are shown in the table below: Net asset value per share Net asset Shareholders' value per funds Shares share £m million pence Basic 1,992.9 281.4 708 Company's own shares held for n/a (0.7) n/a Deferred Share Plan Unexercised share options 11.6 2.9 n/a Unexercised convertible bonds 110.0 25.2 n/a Diluted 2,114.5 308.8 685 6 LAND AND BUILDINGS Fully developed Properties in the Properties course of Total development Valuation Cost Valuation Cost Valuation Cost £m £m £m £m £m £m Movements in the period Balance at 3,040.0 2,175.8 297.8 214.5 3,337.8 2,390.3 1 January 2001 Exchange (42.4) (32.4) (2.9) (2.8) (45.3) (35.2) adjustment Additions 77.4 77.4 48.6 48.6 126.0 126.0 at cost Disposals (205.0) (156.5) - - (205.0) (156.5) Development - - 7.6 7.6 7.6 7.6 outgoings capitalised Revaluation 26.8 - 18.6 - 45.4 - surplus Balance at 2,896.8 2,064.3 369.7 267.9 3,266.5 2,332.2 30 June 2001 All properties are stated at market value as at 30 June 2001, valued by professionally qualified external valuers. With the exception of the properties shown below they have been valued by Jones Lang LaSalle, Chartered Surveyors. In the United Kingdom the valuation was performed jointly with Donaldsons, Chartered Surveyors. The group's interests in the Birmingham Alliance properties were valued by DTZ Debenham Tie Leung, Chartered Surveyors and the group's interest in the Oracle Shopping Centre was valued by Donaldsons. The valuations have been prepared in accordance with the Appraisal and Valuation Manual of The Royal Institution of Chartered Surveyors. At 30 June 2001 the total amount of interest included in development properties was £14.2m (31 December 2000: £6.6m). Should the group's properties be sold at their valuation a tax liability of approximately £138m (31 December 2000: £151m) would arise, equivalent to 45 pence per share (31 December 2000: 49 pence per share) on a diluted net asset value per share basis. No provision for this contingent liability has been made, as it is not expected that any liability will arise in the foreseeable future. Notes to the Accounts 7 INVESTMENTS 31 December 2000 30 June 2001 30 June 2000 £m £m £m 13.8 Value Retail Investors 13.9 13.3 Limited Partnerships 1.4 Ordinary shares of 2.6 1.4 Hammerson plc (Deferred Share Plan) - Other investments 0.1 - 15.2 16.6 14.7 The group has a 57.2% interest in Value Retail Investors Limited Partnership I and a 31.4% interest in Value Retail Investors Limited Partnership II, both of which have interests in a designer outlet centre in Bicester, in the United Kingdom. The interests were acquired at a total cost of £10.9m and are included at a total market value at 30 June 2001 of £13.9m, the property elements of which have been reviewed by Donaldsons, Chartered Surveyors. These investments have not been consolidated within the group accounts as the group does not have a significant influence over the management of the partnerships. The Company's own shares were acquired by the Trustees of the Hammerson Deferred Share Plan at a cost of £3.2m (nominal value £0.2m) and may be awarded to participants in accordance with the terms of the Plan. The cost of the shares is being amortised over the anticipated vesting periods, taking account of the group's financial performance. The amortisation is included in staff costs within administration expenses. 8 DEBTORS 31 December 2000 30 June 2001 30 June 2000 £m £m £m Due within one year 20.4 Trade debtors 25.3 29.2 38.6 Other debtors 47.4 36.2 7.3 Corporation tax 3.5 11.7 4.7 Prepayments 4.6 4.2 71.0 80.8 81.3 9 CASH AND SHORT TERM DEPOSITS 31 December 2000 30 June 2001 30 June 2000 £m £m £m 19.5 Cash at bank 10.4 11.5 130.9 Short term deposits 222.2 285.7 150.4 232.6 297.2 Analysis by currency 144.2 Sterling 187.3 231.3 6.2 Euro currencies 45.3 65.9 150.4 232.6 297.2 At 30 June 2001 short term deposits mainly comprised deposits placed on money markets with rates linked to LIBOR for maturities of not more than 2 months. Notes to the Accounts 10 BORROWINGS 31 December 2000 30 June 2001 30 June 2000 £m £m £m 459.4 Bank loans and 109.3 427.3 overdrafts 861.6 Other loans: Unsecured 1,200.4 862.4 37.1 Secured 35.3 38.0 108.2 Convertible bonds 108.4 108.1 1,466.3 1,453.4 1,435.8 Exchange difference on (26.4) currency swaps (30.9) (25.6) 1,439.9 1,422.5 1,410.2 On 2 February 2001 the Company issued a further £50m 6.875% Sterling bonds, redeemable at par on 31 March 2020. On 20 June 2001 the Company issued euro500m 6.25% Euro bonds, redeemable at par on 20 June 2008. Maturity 31 December Bank loans 30 June 30 June 2000 2001 2000 Total and Other Total Total overdrafts loans £m £m £m £m £m 908.0 After 5 years - 1,246.8 1,246.8 914.5 514.0 From 2-5 years 103.2 65.8 169.0 332.5 6.7 From 1-2 years 0.2 6.3 6.5 116.0 Due after more 1,428.7 than 1 year 103.4 1,318.9 1,422.3 1,363.0 11.2 Due within 5.9 (5.7) 0.2 47.2 1 year 1,439.9 109.3 1,313.2 1,422.5 1,410.2 Analysis by currency 31 December 2000 30 June 2001 30 June 2000 £m £m £m 650.5 Sterling 697.3 648.7 789.4 Euro currencies 725.2 761.5 1,439.9 1,422.5 1,410.2 Undrawn committed facilities 31 December 2000 30 June 2001 30 June 2000 £m £m £m 65.2 Expiring after more 405.4 48.7 than two years Notes to the Accounts 11 CREDITORS - OTHER 31 December 2000 30 June 2001 30 June 2000 £m £m £m Falling due within one year 39.5 Trade creditors 46.9 44.1 6.1 Taxation 6.6 5.5 63.8 Other creditors 59.4 78.2 10.4 Accruals 7.6 37.6 26.9 Dividends payable 12.9 12.5 146.7 133.4 177.9 Falling due after more than one year 18.3 Other creditors 15.5 13.0 12 FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES 31 December 2000 30 June 2001 30 June 2000 Book Fair Book Fair Book Fair value value value value value value £m £m £m £m £m £m Financial liabilities Overdrafts (13.1) (13.1) and short (16.7) (16.7) (48.6) (48.6) term borrowings (1,359.1) (1,404.0) Gross (1,346.6) (1,382.6) (1,293.5) (1,305.8) long term borrowings (110.0) (121.3) Convertible (110.0) (121.6) (110.0) (121.0) bonds 15.9 15.9 Unamortised 19.9 19.9 16.3 16.3 borrowing costs - (10.7) Interest - (11.9) - (11.1) rate swaps 26.4 29.4 Currency 30.9 38.1 25.6 32.1 swaps (1,439.9) (1,503.8) Total (1,422.5) (1,474.8) (1,410.2) (1,438.1) borrowings Details of the group's cash and short term deposits are set out in note 9. Their fair values equate to their book values. The fair values of the group's long term borrowings and convertible bonds have been estimated on the basis of quoted market prices. The fair values of the group's outstanding interest rate and foreign currency swaps have been estimated by calculating the present value of future cash flows, using appropriate market discount rates. The adjustment on interest rate swaps at 30 June 2001 of £11.9m includes £1.6m (31 December 2000: £0.1m) relating to swaps maturing in less than one year. The fair values of other long term creditors equate to their book values. Short term debtors and creditors have been excluded from these disclosures as permitted by Financial Reporting Standard 13. At 30 June 2001 the fair value of financial liabilities exceeded their book value by £52.3m (31 December 2000: £63.9m), equivalent to 17 pence per share (31 December 2000: 21 pence per share) on a diluted net asset value per share basis. Notes to the Accounts 13 RESERVES Share Capital Profit premium Revaluation redemption Other and loss account reserve reserve reserves account £m £m £m £m £m Balance 1 529.2 939.6 2.0 1.5 394.7 January 2001 Exchange - (8.4) - - (3.4) adjustment Premium on 1.1 - - - - issue of shares Surplus - 44.7 - - - arising on revaluation of properties Transfer to - (48.5) - - 48.5 profit and loss account on disposal Retained - - - - 21.6 profit for the year Balance 30 530.3 927.4 2.0 1.5 461.4 June 2001 14 ANALYSIS OF CASH FLOWS Year ended Six Six months months ended ended 31 December 30 June 30 June 2000 2001 2000 £m £m £m Reconciliation of operating profit to net cash inflow from operating activities 125.4 Operating profit 72.1 61.4 0.5 Depreciation and 1.0 0.5 amortisation Increase in accrued rent (6.1) receivable (1.5) (4.1) (4.0) Increase in debtors (15.7) (14.7) 12.0 Increase in creditors 9.2 18.0 127.8 65.1 61.1 Returns on investment and servicing of finance 15.5 Interest received 5.0 5.6 (74.0) Interest paid (59.6) (41.3) (0.5) Dividends paid to - - minorities (59.0) (54.6) (35.7) Capital proceeds/(expenditure) (444.4) Purchase and development (126.4) (224.9) of property 74.8 Sale of property 208.0 50.3 (369.6) 81.6 (174.6) Acquisitions and disposals (0.2) Disposal of subsidiary - (0.2) companies (67.6) Purchase of subsidiary - (66.4) companies 0.8 Cash acquired with - - subsidiary company (67.0) - (66.6) 15 ANALYSIS OF CASH FLOW FROM FINANCING Year ended Six months Six months ended ended 31 December 30 June 2001 30 June 2000 2000 £m £m £m 198.6 Issue of bonds 347.8 198.6 1.0 Issue of shares 1.1 0.9 (31.3) Purchase of own shares - (15.6) for cancellation 248.4 (Decrease)/Increase in (323.8) 181.7 medium and long term borrowings (28.6) (Decrease)/Increase in (7.8) 4.6 short term borrowings 388.1 Net cash inflow from 17.3 370.2 financing Notes to the Accounts 16 OTHER INFORMATION The financial information contained in this report does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. The results for the year ended 31 December 2000 are an abridged version of the full accounts for that year which received an unqualified report from the auditors which did not contain a statement under s237(2) or (3) of the Companies Act 1985. The full accounts for the year ended 31 December 2000 have been filed with the Registrar of Companies. The unaudited financial information contained in this report has been prepared on the basis of the accounting policies set out in the full accounts for the year ended 31 December 2000. For the year ended 31 December 2000, the group changed its accounting policy so that all investment properties are included in the balance sheet at market value. Previously, properties held for or in the course of development were included in the balance sheet at the lower of cost and recoverable amount. Comparative figures for 30 June 2000 have been restated in accordance with the revised policy, the effect of which has been to increase land and buildings and shareholders' funds by £58.0m at that date. Under the previous accounting policy, land and buildings and shareholders' funds at 30 June 2001 would be reduced by £101.8m.

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