Final Results
Quintain Estates & Development PLC
4 June 2001
PART 1
QUINTAIN ESTATES AND DEVELOPMENT PLC ('Quintain' / 'Company' / 'Group')
PRELIMINARY ANNOUNCEMENT OF RESULTS
FOR THE YEAR ENDED 31 MARCH 2001
HIGHLIGHTS
Profit and Loss Account
31 March 31 March
2001 2000 Change
Turnover (£000) 57,957 72,054 - 19.6%
Profit before tax after
exceptionals (£000) 20,825 16,168 + 28.8%
Earnings per share (pence) 13.7 10.5 + 30.5%
Total dividend (pence) 6.5 5.5 + 18.2%
Balance Sheet
31 March 31 March
2001 2000 Change
Investment properties (£000) 657,734 602,370 + 9.2%
Net debt (£000) 330,506 348,912 - 5.3%
Gearing (%) 92 111
Net asset value per share (pence) 281 238 + 18.1%
Diluted net asset value per share
(pence) 276 236 + 16.9%
Total Return
31 March 31 March
2001 2000
Total return for the year (%) 20.8 18.2
In his statement, Chairman Nigel Ellis comments as follows:
'Once again I am pleased to report another year of good results with a total
return of 21% or 19% net of inflation which has again comfortably exceeded our
target of 10% net of inflation. It is also our stated objective to outperform
the property average. We have again achieved that this year with our ungeared
return being 15.2% compared with the IPD return of 9.5%.'
'The major drivers this year in terms of valuation uplift were the properties
we have retained from the Chesterfield acquisition and the Meridian Delta
Project at North Greenwich. Our planning application at Meridian Delta is on
hold whilst we participate in a joint master planning forum with English
Partnerships and the planning authorities.'
'Group gearing has now fallen from an initial 111% last year to 92%, compared
with the target of 100% which gives ample scope for new deals.'
'This has been another positive year for the Company and one which has once
again demonstrated the benefits of managing its assets according to their
financial characteristics, rather than by their sector or locational focus.
This often enables us to identify and exploit a number of opportunities that
might otherwise be curtailed by rigid allocation policies. We believe that
this approach should deliver particular advantages in light of the constant
evolution and change in economic and market conditions and therefore look
forward to the future with confidence.'
In his review, Chief Executive Adrian Wyatt adds that:
'Although the market is slowing, with rental value growth close to
inflationary levels and yields drifting upwards, the work done by the Company
over the last year has ensured that the property portfolio is now well
positioned to take advantage of the opportunities that will arise in a softer
market.'
'The acquisition of Chesterfield has proven to be an undoubted success.'
'The momentum of our development programme is continuing to gather pace.'
'The list of our activities is long and exciting and your business is in very
good shape.'
For further information contact:
Nigel Ellis
Chairman, Quintain
Tel: 020 7478 9442
Adrian Wyatt
Chief Executive, Quintain
Tel: 020 7478 9440
Rebecca Worthington
Head of Investor Relations, Quintain
Tel: 020 7478 9444
e-mail address: rebecca.worthington@quintain-estates.com
Stephanie Highett
Financial Dynamics
Tel: 020 7269 7160
e-mail address: stephanie.highett@fd.com
Chairman's Statement
Once again I am pleased to report another year of good results with a total
return of 21% or 19% net of inflation which has again comfortably exceeded our
target of 10% net of inflation. It is also our stated objective to outperform
the property average. We have again achieved that this year with our ungeared
return being 15.2% compared with the IPD return of 9.5%.
These results have been achieved by an 18% increase in net asset value per
share (NAV), together with an 18.2% rise in the total annual dividend.
In the year to 31 March 2001, the undiluted NAV has advanced to 281p per share
from last year's 238p and to 276p from 236p on a fully diluted basis. Since
the listing of Quintain shares on the London Stock Exchange in 1996, fully
diluted NAV per share has grown by 157p or 18% per year. The major drivers
this year in terms of valuation uplift were the properties we have retained
from the Chesterfield acquisition and the Meridian Delta Project at North
Greenwich. Our planning application at Meridian Delta is on hold whilst we
participate in a joint master planning forum with English Partnerships and the
planning authorities. The Company's philosophy of balancing high yielding and
reversionary properties with high profile special projects has once again
produced results.
Earnings per share are also satisfactory this year with an uplift of 3.2p per
share or 30.5% but I must remind shareholders that, due to the nature of the
Company's business and particularly because of the major special projects,
past results may not be indicative of future profits. The new accounting
pronouncement UITF28 could reduce next year's profit by up to £0.5 million but
will not have any impact on the total returns.
Underlying profits continue to improve, with an increase of 15% from 8.4p to
9.7p per share.
Overall turnover has decreased by 20% despite an increase in rents and other
income. This is because last year's trading sales included proceeds from the
theatres of £18 million.
Administrative expenses remain about £1 million higher than anticipated due to
professional fees relating to opportunities particularly in Chesterfield which
as stated above have been such a major factor in the year's success. Much of
this expense relates to taxation advice where the auditors are, in the opinion
of the Board, best qualified to assist because of their knowledge of the
Company. The Board is aware of the sensitivity of this issue and particularly
the importance of ensuring that auditors remain fully independent, but having
reviewed the circumstances feel confident that adequate safeguards are in
place to ensure that this independence is not at risk.
We have maintained the expected low level of tax charge for the year at 13% as
a result of capital allowances and inherited Advanced Corporation Tax. This
compares with 17.6% in the previous year. In the future, however, the new
accounting standard for Deferred Tax FRS19 will mean that the reported annual
tax charge will be much closer to the standard rate but with the likelihood of
a lower charge when properties are sold.
As before, these accounts include a segmental analysis of the portfolio
reflecting the various sectors in which the Company operates. This is shown
in note 3 of the accounts and illustrates how the business is presently run.
Apportioning overheads between the new Structured Finance division, Q3P, and
the conventional property operation, QED, shows a net total ungeared return of
8.8% on the former and 15.0% on the latter.
Cashflow is also satisfactory. Over the course of the year the Group sold
investment properties of £80 million generating total historic cost gains of £
17 million. Under FRS3, only £6 million of attributable profit has been taken
through the profit and loss account. In addition profits of £0.7 million were
generated from the sale of £8.5 million of trading properties.
The Company holds a number of other properties which it had also planned to
sell in the period under review which would have further substantially reduced
gearing. However, your Board has taken the view, in light of current market
conditions, that more benefit to shareholders would derive from further
improving their readiness for sale by increasing footfall and income and by
progressing planning gain opportunities. The Company will therefore continue
to receive rental income on enhanced individual assets which should ultimately
be sold at a higher price than is currently possible. We continue to review
our portfolio and anticipate that sales will be in excess of £100 million in
the next year.
In the year under review, the Company has invested £69.5 million in acquiring
new properties and £12.8 million on improving existing investments.
The net effect of these results and sales and purchases has meant that group
gearing has now fallen from an initial 111% last year to 92%, compared with
the target of 100% which gives ample scope for new deals.
At the year end, the Company had committed bank facilities totalling £511
million, of which £377 million had been drawn, and cash balances of £46.5
million.
At this year end, 77% of net debt was fixed or capped which we believe is
appropriate for a company with our objectives. The weighted average rate of
interest of the Company's debt at the year end was 7.2%.
As a result of this year's performance, the Board is recommending a final
dividend of 4p per share. This is in recognition of both the growth in
profits and in NAV. With the interim dividend of 2.5p per share already paid,
this makes a total distribution for the year of 6.5p per share as compared
with 5.5p in the previous year, an uplift of 18.2%. It is intended that the
final dividend will be paid on 26 July 2001 to shareholders on the register at
29 June 2001.
During the year the share price gave a discount of approximately 30% on the
NAV per share of 281p. The Company has purchased 3,840,000 of its own shares
at an average price of 167p and your Board will consider further purchases in
this next year. The purchases will of course be constrained by gearing targets
and also by the amount of distributable reserves which in such a young company
is a major limiting factor. Furthermore, the Company must not forget its own
skills and so it must weigh the advantages of such share purchases against
other investment opportunities. The share purchases made this year increased
assets per share by about 2p.
Once again I should like to take this opportunity of thanking Quintain's staff
and my fellow directors for their continuing hard work, loyalty, support and
most of all for the flow of ideas which are so important to the Company's long
term success.
Regarding the members of the Board, I would like to take this opportunity to
thank Dick Barfield for his valuable contribution during his time as
non-executive director prior to his resignation from the Board on 4 July 2000.
Dick was very much instrumental in setting up the Company whilst in his
position as Investment Manager at Standard Life.
I am very pleased to announce that, also on 4 July 2000, Martin Meech the
property director of Dixons joined the Board as an independent non-executive
director.
Finally, John Evans has now been a director of the Company for over nine years
and so can no longer be regarded as independent but I am pleased that he will
remain as a non-executive director. As a result his position as senior
independent non-executive director will now be taken by Barbara Thomas. In
addition, we expect to appoint another independent non-executive director in
the near future.
This has been another positive year for the Company and one which has once
again demonstrated the benefits of managing its assets according to their
financial characteristics, rather than by their sector or locational focus.
This often enables us to identify and exploit a number of opportunities that
might otherwise be curtailed by rigid allocation policies. We believe that
this approach should deliver particular advantages in light of the constant
evolution and change in economic and market conditions and therefore look
forward to the future with confidence.
Nigel Ellis
Chairman
Chief Executive's Review
Quintain continues to deliver high total returns in a low inflationary
environment. As discussed in the Chairman's Statement, last year the property
market, as measured by IPD, showed a return of 9.5% as compared with
Quintain's properties which delivered an ungeared return of 15.2%. Over the
five years since flotation, Quintain's total return has averaged 20% -
calculated by combining dividend receipts with the increase in NAV per share.
These figures demonstrate your Company's ability to make good returns on a
durable basis. Clearly the property returns are enhanced by gearing.
Although the market is slowing, with rental value growth close to inflationary
levels and yields drifting upwards, the work done by the Company over the last
year has ensured that the property portfolio is now well positioned to take
advantage of the opportunities that will arise in a softer market.
The acquisition of Chesterfield has proven to be an undoubted success. By way
of example, four properties - namely Emersons Green, Neathouse Place, New City
Court and the Ramada hotel site - showed an average valuation uplift of 26%.
In capital terms, the largest uplift of these was the £8.6 million increase in
the value of Neathouse Place. This was due to a combination of rental growth
and the commencement of a programme of remedial works to the fenestration.
Our site of 65 acres at Emersons Green is now included in the Unitary Plan as
an Urban Village and we anticipate making a formal planning application,
mainly for residential, within the next 18 months.
The momentum of our development programme is continuing to gather pace:
We are now on site at The Parishes, Scunthorpe, our 250,000 sq ft serviced
High Street retail scheme. Tenants signed include Woolworths (63,000 sq ft),
TJ Hughes (40,000 sq ft), Cinemark, Peacocks and F Hinds. We anticipate
completing more lettings in the near future.
Our joint venture with Berkeley Homes, a 33,000 sq ft, 28 flats and two
penthouses scheme in Park Lane, Croydon is now under construction and will
complete in 2002.
In the next twelve months we will commence two further industrial developments
in Beddington, Croydon totalling 30,000 sq ft.
Planning initiatives include an application for 28 flats at West Croydon above
our consented retail scheme, as well as retail extensions to our shopping
centres at Anglia Square, Norwich and North Point, Hull.
Emersons Green and Meridian Delta apart, our largest planning initiative is at
the Ramada/Renaissance Hotel Complex at Deansgate, Manchester. This site is
opposite the Harvey Nichols store and close to the 300,000 sq ft joint Marks &
Spencer and Selfridges unit. We are in negotiations with Manchester City
Council for the regearing of our existing leasehold and for an additional
200,000 sq ft development.
At Arundel Gate, we have consent for an additional 70,000 sq ft of retail and
a 169 bedroom hotel. The regeneration of Sheffield city centre is being
planned and up to £1 billion of grant aid is being made available. Arundel
Gate is a strategic part of the urban renewal programme and we are confident
that over time it will make a valuable contribution to our results.
The two major assets within the Special Projects segment of our operations are
Oxford Street and Meridian Delta. At Oxford Street we are anticipating
significant rental growth and with this in mind we purchased a further short
leasehold interest for the sum of £11.6 million.
It is difficult to over estimate the importance of the potential of Meridian
Delta to your Company. In the last twelve months we have purchased adjoining
sites and we are in a position to make an application for up to 4 million sq
ft of mixed use development on our own and adjoining land. However we are
keen to co-operate with the various Central Government and Local Authorities
to be a major partner in the comprehensive development of the Greenwich
Peninsula. This prospectively means we could be partners in building a new
district of London comprising say 12 million sq ft of mixed use property - one
of the largest urban developments in Europe.
In the year to 31 March 2001, sales totalled £80 million, yielding a total of
£6 million in FRS3 profits. We sold one of our special projects at Tower
House, Leeds, for £10 million. The surplus on book cost was £2.6 million (of
which £1.5 million was reflected in the profit and loss account). The
internal rate of return since this property's acquisition in 1997 was 23% per
annum. Further sales included two London office blocks, one in Bermondsey and
one near London Bridge, to show an FRS3 surplus of £2.7 million.
During the year we created two divisions within the Company. One, run by Nick
Shattock, comprises all our commercial and industrial investment and
development properties and the other, run by Edward Dugdale, incorporates our
RPI investments and RPI linked joint ventures.
Our innovative approach to commercial real estate has been consistently and
durably successful. The public sector - health, education and housing - needs
and requires capital from the private sector. Our understanding of finance,
property and the law and our wish to build earnings based businesses within
the Group have led to the creation of a new business within a business. This
is called Q3P - Quintain Third Party - its aim is to use our capital, skills
and contacts in conjunction with third parties to exploit wider social and
economic opportunities that deliver commercial returns. The rent reviews are
linked annually to the Retail Price Index. We aim to be market leaders in
sourcing capital to the public sector and secure high real rates of return.
We have a nursing homes joint venture with CGNU called Quercus, in which we
have a 23% equity participation. To date it has 91 homes, 3,800 beds and a
gross value of £164 million. The ratio of rent to operating profit is
substantially better than health industry norms and occupancy stands at circa
90%. The homes have been acquired at a low cost per bed but since, currently,
we are the only major acquirer there has been little uplift in the valuation.
This factor, combined with the political will to improve matters in the
healthcare industry and demographic trends, augurs well for this venture and
we continue to regard its potential with confidence.
We added to our existing pubs, two portfolios, one of which is let to Scottish
& Newcastle and the other to Albion. The total cost was £33.5 million and the
average yield 8%.
The acquisition of Chesterfield included two overseas shopping centres in
America and an office park in France (Lille). For the shopping centre in
Hialeah, near Miami, we are creating a joint venture with an experienced local
operator and we are seeking further tenants for the centre in Hanford Mall in
California. The centres do not incur substantial financial risk and they are
cash flow positive. We will sell them when conditions permit.
The list of our activities is long and exciting; complexities and
opportunities abound. However, Quintain is fundamentally a simple business
to understand. We invest, develop and trade in properties in the United
Kingdom where economic value is captured by the investor either through leases
with rent reviews to market value or to the Retail Price Index. The cash flow
from the high yielding and RPI linked investments enables us to undertake
large and time consuming special projects. We strive to earn a minimum real
rate of return of 10% per annum and to date we have significantly out
performed our own target.
We would also like to take this opportunity to remind our shareholders that
our website, www.quintain-estates.com, is constantly being updated in order to
enable you to monitor our progress throughout the year.
I repeat my closing comments from last year's accounts; your business is in
very good shape.
Adrian Wyatt
Chief Executive
Consolidated Profit and Loss Account
for the year ended 31 March 2001
2001 2000
£000 £000
Turnover 62,325 77,012
Less-share of joint
ventures turnover (4,368) (4,958)
_______ _______
Group turnover (2) 57,957 72,054
Cost of sales (2) (14,254) (31,664)
_______ _______
Gross profit (2) 43,703 40,390
Administrative expenses (4/5) (7,015) (7,471)
Exceptional reorganisation costs - (1,373)
_______ _______
Group operating profit 36,688 31,546
Share of operating profit in
joint ventures 3,747 2,532
Profit on sale of investment
properties 5,950 2,945
Net interest payable (6) (25,560) (20,855)
_______ _______
Profit on ordinary activities
before taxation 20,825 16,168
Tax on profit on ordinary (2,692) (2,845)
activities (7)
_______ _______
Profit on ordinary activities
after taxation 18,133 13,323
Equity minority interests (313) (466)
_______ _______
Profit for the financial year 17,820 12,857
Dividends (8) (8,330) (7,244)
_______ _______
Retained profit for the
financial year 9,490 5,613
====== ======
Earnings per share (9)
- undiluted 13.7p 10.5p
====== ======
- diluted 13.5p 10.4p
====== ======
The results in the Group Profit and Loss Account relate to continuing
operations.
Consolidated Statement of Total Recognised Gains and Losses
for the year ended 31 March 2001
2001 2000
£000 £000
Profit for the financial year
Group 15,897 11,419
Joint ventures 1,923 1,438
______ ______
17,820 12,857
Unrealised surplus on
revaluation of investment
properties (20) 44,818 48,092
Share of unrealised surplus on
revaluation of investment
properties held in associate (20) 238 45
Share of unrealised (deficit)
surplus on revaluation of
investment properties held in
joint ventures (20) (1,937) 2,394
Tax on realisation of
revaluation surplus (20) (1,361) (1,181)
Currency translation
movements (20) 496 (559)
______ ______
60,074 61,648
====== ======
Consolidated Note of Historical Cost Profits and Losses
for the year ended 31 March 2001
2001 2000
£000 £000
Profit on ordinary activities
before taxation 20,825 16,168
Realisation of property
revaluation gains of
previous years 11,147 6,708
______ ______
Historical cost profit on ordinary
activities before taxation 31,972 22,876
====== ======
Historical cost profit for the year
retained after taxation, minority
interests and dividends 19,276 11,140
====== ======
Reconciliation of Movements in Equity Shareholders' Funds
for the year ended 31 March 2001
2001 2000
£000 £000
Profit for the financial year 17,820 12,857
Dividends (8) (8,330) (7,244)
______ ______
9,490 5,613
Other recognised gains and
losses relating to the year 42,254 48,791
Issue of shares 49 69,441
Purchase of own shares (20) (6,425) -
______ ______
Net additions to equity
shareholders' funds 45,368 123,845
Opening shareholders' funds 313,807 189,962
______ ______
Closing shareholders' funds 359,175 313,807
====== ======
Balance Sheets
as at 31 March 2001
2001 2000 2001 2000
Group Group Company Company
£000 £000 £000 £000
Fixed assets
Investment properties (10) 657,734 602,370 - -
Other fixed assets (11) 656 483 656 483
Investment in joint ventures
(12)
Share of gross assets 54,473 49,917 - -
Share of gross liabilities (29,149) (23,132) - -
______ ______ ______ ______
25,324 26,785 - -
Investment in associate (12) 707 463 75 76
Other fixed asset
investments (12) 343 56 296,794 294,004
______ ______ ______ ______
684,764 630,157 297,525 294,563
______ ______ ______ ______
Current assets
Stocks 5,121 11,058 - -
Debtors (13) 39,649 56,299 1,759 9,142
Short term investments (14) 19 1,140 - -
Cash at bank and in hand 46,513 53,019 5,513 1,292
______ ______ ______ ______
91,302 121,516 7,272 10,434
Creditors: amounts falling
due within one year (15) (64,214) (202,523) (61,680) (71,030)
______ ______ ______ ______
Net current assets 27,088 (81,007) (54,408) (60,596)
(liabilities)
______ ______ ______ ______
Total assets less
current liabilities 711,852 549,150 243,117 233,967
Creditors: amounts falling
due after more than one year (16) (348,274) (228,470) (37,772) (30,992)
Provisions for liabilities
and charges (18) (1,975) (2,101) - -
Equity minority interests (2,428) (4,772) - -
______ ______ ______ ______
Net assets 359,175 313,807 205,345 202,975
====== ====== ====== ======
Capital and reserves
Called up share capital (19) 31,977 32,928 31,977 32,928
Share premium account (20) 38,337 38,297 38,337 38,297
Capital redemption reserve (20) 960 - 960 -
Merger reserve (20) 106,062 106,062 106,062 106,062
Capital reserve (20) 2,750 2,750 - -
Revaluation reserve (20) 134,338 102,446 - -
Profit and loss account (20) 44,751 31,324 28,009 25,688
______ ______ ______ ______
Equity shareholders' funds 359,175 313,807 205,345 202,975
====== ====== ====== ======
Net asset value per share (9)
- undiluted 281p 238p
===== =====
- diluted 276p 236p
===== =====
4 June 2001
Signed on behalf of the Board
NG Ellis, Director
AR Wyatt, Director
Consolidated Cash Flow Statement
for the year ended 31 March 2001
2001 2000
£000 £000
Net cash inflow from
operating activities (24a) 70,250 70,999
===== =====
Return on investments and
servicing of finance
Interest received 1,448 1,713
Interest paid (27,786) (20,874)
Issue costs of loans (885) (3,349)
______ ______
Net cash outflow from return
on investments and servicing
of finance (27,223) (22,510)
====== ======
Corporation tax paid (4,593) (1,426)
====== ======
Capital expenditure and
financial investment
Purchase of tangible fixed assets (78,363) (49,495)
Proceeds from disposal of
tangible fixed assets 75,124 64,073
Loans to joint ventures and
associate - (7,257)
______ ______
Net cash (outflow) inflow
from capital expenditure and
financial investment (3,239) 7,321
====== ======
Acquisitions and disposals
Proceeds from disposal of
subsidiary companies - 5,356
Net cash disposed of with
subsidiary companies - (159)
Purchase of subsidiary
companies (2,788) (112,945)
Net cash acquired with
subsidiary companies - 12,401
_______ ______
Net cash outflow from
acquisitions and disposals (2,788) (95,347)
====== ======
Equity dividends paid (7,824) (5,396)
====== ======
Net cash inflow (outflow)
before management of liquid
resources and financing 24,583 (46,359)
====== ======
Management of liquid
resources (24c) (34,963) (1,140)
====== ======
Financing
Issue of ordinary shares for cash 49 -
Costs of share issues - (913)
Loans drawn down 173,805 196,466
Loan repayments (199,639) (114,904)
Purchase of own shares (6,425) -
_______ ______
Net cash (outflow) inflow
from financing (32,210) 80,649
====== ======
(Decrease) increase in
cash (24b) (42,590) 33,150
====== ======
MORE TO FOLLOW