Final Results - Part 1

Quintain Estates & Development PLC 04 June 2003 4 June 2003 QUINTAIN ESTATES AND DEVELOPMENT PLC ('Quintain' / 'Company' / 'Group') PRELIMINARY ANNOUNCEMENT OF RESULTS FOR THE YEAR ENDED 31 MARCH 2003 Highlights • Turnover up 14.2% to £57.6m (2002: £50.4m) • Net asset value per share up 13.4% to 348p (2002: 307p) • Profit before tax of £14.0m (2002: £16.9m) • Total dividend for the year increased by 6.7% to 8.0p (2002: 7.5p) • Following the year end, London Borough of Greenwich unanimously resolved to grant planning consent for 14.1 million sq ft of mixed use development on the Greenwich Peninsula • Ownership of 55 acres at Wembley secured through the acquisitions of Wembley (London) Limited and the Palace of Industries site • Combined, the Wembley and Greenwich projects represent one of the largest urban regeneration programmes in any major city worldwide • Strong performance by well financed, reversionary portfolio, including a revaluation surplus of £19.1m from the high-yielding retail portfolio acquired from Chesterfield. Nigel Ellis, Chairman of Quintain, commented: 'This has been a year of significant achievement for Quintain. We continued to benefit from the income from our core portfolio of assets and have also created an exceptional pipeline of Special Projects, including the regeneration of the Greenwich Peninsula and Wembley. With these exciting opportunities and a committed and entrepreneurial team, I am confident that the Company faces a future of ongoing growth and success.' For further information: Quintain Estates and Development Adrian Wyatt / Rebecca Worthington 020 7495 8968 Financial Dynamics Stephanie Highett / Dido Laurimore 020 7831 3113 FINANCIAL HIGHLIGHTS FOR THE YEAR TO 31 MARCH 2003 Profit and Loss Account 31 March 31 March 2003 2002 Change Restated Turnover (£000) 57,605 50,430 14.2% Profit before tax (£000) 13,968 16,942 (17.5%) Earnings per share (pence) 9.4p 11.5p (18.3%) Dividends per share (pence) Final 5.25p 4.75p 10.5% Total for year 8.00p 7.5p 6.7% Balance Sheet 31 March 31 March 2003 2002 Change Restated Net asset value per share (pence) 348p 307p 13.4% Diluted net asset value per share (pence) 342p 302p 13.2% Gearing (%) 63% 59% - Total return (%) 16.0% 13.1% - Chairman's Statement I am pleased to report that Quintain has had another successful year, in which we have achieved a total return of 16%, or 13% net of inflation. This comfortably exceeded our internal targets of 10% total return net of inflation - a performance I am glad to say we have consistently achieved every year since flotation. We have also significantly outperformed the property market as measured by the industry benchmark, IPD. Quintain's total ungeared return for the UK over the reporting period was 12%, compared with IPD's average of 8.7%, which puts us comfortably in the first quartile. In the year to 31 March 2003, the undiluted net asset value ('NAV') rose 13% to 348p per share from last year's 307p and by 13% to 342p from 302p on a diluted basis. The main driver of this uplift was the surplus on the portfolio revaluations. The most significant contributions arose from our Meridian Delta project, our investment in Wembley and also from our retail holdings acquired as part of the Chesterfield corporate deal. Details of these projects and a full review of our operations follow in the Chief Executive's Review. The nature of the Company's business causes earnings to be volatile, particularly because of the major, long-term special projects which tend to be initially very low yielding. In recognition of this, we measure our performance based on total return and look to the other parts of the Group to provide cash flow. Following this strategy, during the year, the Company sold a further £88 million of higher yielding properties, where value had been extracted, to fund new opportunities particularly the Wembley Complex. Bearing this strategy in mind and as anticipated, earnings per share fell by 18% in the period from 11.5p per share to 9.4p per share, with a reduction in underlying profits per share of 19% to 8.8p per share (2002: 10.9p). Further explanation is provided in the Financial Review below. During the year, we were pleased to see that the share price outperformed the FTSE All Share by 18% and the FTSE Real Estate Index by 19%. We believe this is attributable to a number of factors including a re-rating in the market of the potential of the Company's portfolio and strategy and the purchase of 2.7 million of our own shares during the reporting period at an average price of 225p. Whilst our shares continue to stand at a discount to NAV, we will regularly consider further share purchases. However, these will, as always, be constrained by gearing levels, by the amount of available distributable reserves (which, in such a young Company, can be a limiting factor) and other potential uses for these reserves which may secure enhanced shareholder returns. Dividend As a result of this year's strong performance in terms of total returns, but allowing for the cash requirements of the business and in line with the Company's preference for a progressive dividend policy, the Board is recommending a final dividend of 5.25p per share. With the interim dividend of 2.75p per share, this makes a total distribution for the year of 8.0p per share as compared with 7.5p in the previous year, an uplift of 7%. It is intended that the final dividend will be paid on 5 September 2003 to shareholders on the register as at 15 August 2003. The aim to deliver strong dividend growth has been upheld since Quintain was listed in 1996 and we anticipate maintaining this policy for as long as it remains in the best interests of the Company and its shareholders. Board Changes We were delighted to welcome two new directors to the board during the year to 31 March 2003. James Hamilton Stubber was appointed as Chief Operating Officer in September 2002 and John Plender joined the Company as a non-executive director and a member of the Audit and Remuneration Committees in July. During the year, we also announced the resignations of two executive directors, Edward Dugdale and Michael Riley and one non-executive director, John Evans. Over the next few years the Company will progress significantly. I have been asked by the Board to oversee this process and am pleased to report that I shall continue as Chairman. I would also like to take this opportunity to welcome the Wembley staff to Quintain and stress my gratitude to everyone working for the Company including my fellow directors, for their continuing hard work and flow of ideas which have enabled our Company to continue to perform so well. Outlook This has been a year of significant achievement for Quintain. We continued to benefit from the income from our core portfolio of assets and have also created an exceptional pipeline of Special Projects, including the regeneration of the Greenwich Peninsula and Wembley. With these exciting opportunities and a committed and entrepreneurial team, I am confident that the Company faces a future of ongoing growth and success. Nigel Ellis Chairman 4 June 2003 Chief Executive's Review Last year was a landmark in the history of your Company. We reached significant milestones in our major projects whilst remaining committed to acquiring properties for their financial characteristics. We thereby achieved a total return ungeared in the UK of 12.2% which compared favourably with the IPD benchmark of 8.7% and further consolidated our record of outperformance. The fundamentals of the Company remain robust: we have a well financed reversionary portfolio with an average lease length of 15 years and upside potential from rent reviews, planning gain, development and marriage value. The defensive nature of the portfolio is reliant neither on rental growth nor positive yield shift. The business remains focused on three areas, namely Special Projects, the Investment Portfolio and Structured Finance. Special projects Highlights for special projects included the purchase of 55 acres of land adjoining Wembley Stadium and the resolution to grant planning consent on the Greenwich Peninsula. Following the year end, the London Borough of Greenwich unanimously resolved to grant consent for 14.1 million sq ft of mixed use development, including 10,000 homes. Reaching this milestone within four months of the application's submission was a significant achievement. At this stage we anticipate commencing development in Spring 2004. The joint venture (Meridian Delta Limited) with Lend Lease is working well and we are pleased with this association. In August 2002 we acquired Wembley (London) Limited which owns 44 acres of land including the Arena, Conference Centre and Exhibition businesses. In March 2003, we acquired the 11 acre Palace of Industry site, with a passing rent of £1.1 million per annum at an initial yield of 9.1%. This acquisition reflected our strategy of acquiring assets with income for their development potential, coupled with the prospect of securing a key adjoining landholding. We are now working closely with the London Borough of Brent, with considerable additional help from the London Development Agency. It is our intention to submit a planning application in the autumn with a view to securing an appropriate setting for the national stadium in 2005, as part of a major new mixed use community for London. Wembley and Greenwich combined represent one of the largest urban regeneration programmes in any major city involving the development of circa 20 million sq ft on 250 acres, creating over 30,000 jobs and more than 14,000 homes. During the year, we completed our 250,000 sq ft retail High Street scheme in Scunthorpe, which is now over 90% let and has generated a considerable valuation surplus. At Deansgate, Manchester, we anticipate submitting a planning application for 155,000 sq ft of residential and 55,000 sq ft of retail within the calendar year. In anticipation of a decline in the City of London market we sold most of our City office holdings with the result that our exposure now stands at less than 3% of our portfolio by value. We only own two adjoining buildings in Gracechurch Street, which we have retained because of their 120,000 sq ft development consent. One of them is let to Standard Chartered for a further 14 years. The other has been refurbished and is being marketed. Incorporated within the Bristol local plan, our 65 acre site at Emersons Green, forms part of a larger 300 acre site, which is allocated for 2,250 homes and 1 million sq ft of employment use, which is due for review at the local planning inquiry this Autumn. Investment portfolio With a return of 12.2%, our investment portfolio remains at the core of our business. We maximise our returns to shareholders by stock-picking assets for their financial characteristics and will dispose of assets when appropriate. Overseas assets continued to make a positive contribution to total return. One of the major contributors to the outperformance was the high-yielding, retail portfolio acquired from Chesterfield, which delivered a revaluation surplus of £19.1 million. We took an opportunity to dispose of our 127,000 sq ft Wheatsheaf shopping centre in Rochdale and will recycle the capital to acquire other assets with higher prospective total rates of return. We continue to balance income with opportunity in our major holdings at St David's House, Cardiff, Anglia Square, Norwich and Queensway, Birmingham, (adjoining the Bull Ring). These properties offer safe and secure medium term income with the prospect of significant land assembly and regeneration opportunities. Excluding Wembley, we purchased £65 million of properties yielding 8.1%, the two largest being a freehold office building in central Manchester (£9.3 million) and a district retail centre in Erdington, near Birmingham (£8.3 million). Structured finance We have over £260 million of funds under management co-invested with leading UK institutions including Morley Asset Management, Hermes and Bank of Scotland. We are confident that we have the ability to grow this business considerably as appetite for specialist collective investment vehicles gathers pace amongst the investment community. Fund management activities bring secure fee income, enhanced returns and an efficient way of recycling capital. With this in mind, our current focus is on non-traditional, specialised, high-yielding real estate assets, particularly those where there are high barriers to entry or restructuring opportunities. We calculate that the inclusion of UK and overseas joint ventures increases the Portfolio's return to 12.6%. Outlook A progressive dividend is a strong indicator of sound financial prospects and management and I am pleased that we have been able to increase our dividend again this year. We have deliberately strengthened our team in the areas of project management, housing and planning. With a strong balance sheet, we are well positioned both in terms of our skills and finances to capitalise on the many opportunities ahead. Our limited development exposure is underpinned by the income from our investment portfolio and we look to the future with great confidence. Adrian Wyatt Chief Executive 4 June 2003 Financial Review Returns on shareholders' equity Quintain's total return, as measured by dividend plus increase in net asset value, was 16% for the year to 31 March 2003 (2002: 13.1%). The largest contributor to this increase was the surplus arising from revaluation of the portfolios of 38.6p per share. Retained profits added 1.5p and share buy backs contributed 2.5p. Profit and loss account Reported profit before tax for the year was £14.0 million (2002: £16.9 million). Turnover was up £7.2 million at £57.6 million. This was a result of higher levels of trading property sales, up £9.5 million at £12.1 million. In addition, £6 million of income from leisure operations at Wembley was included for the first time. On 6 August 2002, the Company acquired the whole of the issued share capital of Wembley (London) Limited. The operational business has been consolidated in the profit and loss account. This has caused distortions in comparisons with prior years so, in analysing the profit and loss account, amounts in relation to Wembley will be identified separately. In the year to 31 March 2003, gross rental income fell by £7.8 million, as a result of sales during the year raising proceeds of £87.6 million, with associated annual rents of £7.0 million, and sales in the prior year of £109.7 million providing £9.8 million of rent annually. Rents passing at 31 March 2003 were £38.5 million, compared with £36 million at 31 March 2002 and £46 million at 31 March 2001. The estimated rental value of the current portfolio is £52.2 million. Voids have fallen during the year and now stand at 2.6% of ERV (2002: 5.6%). This reduction has come about not only from lettings but also the sale of vacant properties, the largest of which was the disposal of Chaucer House, SE1. This property had an ERV of £0.7 million (1.4%). We also have development properties where we have taken leases back from tenants. As at 31 March 2003 these properties made up 5.7% of ERV (2002: 5.9%), the largest of which was at 36 Gracechurch Street, EC3 (2.4%). The average unexpired lease term is 15 years. Armageddon, which is when rent equals interest assuming no tenants renew and all breaks are exercised, is 2020. Property outgoings increased from £7.2 million to £8.2 million. In particular, Wembley added £0.6 million. We also suffered a loss of £1.0 million on a portfolio of public houses. As disclosed at the half-year, Albion Pub Contractors Limited, a tenant in 23 of our pubs, went into liquidation. The majority of these pubs have now been let and sold, but we are still operating seven pubs and anticipate a small loss on these in the next six months. £0.1 million of bad debts were written off in the year compared with £0.5 million in the previous year. Profit from the sale of trading properties increased by £1.8 million to £2.5 million. Sales were significantly higher at £12.1 million (2002: £2.6 million). The main contributors in terms of profit were Livesey Street, Sheffield (£1.1 million), Park Lane, Croydon (£0.8 million) and Woodlands Court, Silvergrove, Bristol (£0.6 million). Other income fell a net £0.5 million to £2.2 million. Surrender premiums were £0.5 million (2002 : £1.7 million). This was partially offset by first time management fees of £0.5 million relating to Quercus and Quart. Administration expenses of £10.4 million were made up of £2.4 million in relation to Wembley and £8.0 million from continuing operations (2002: £8.5 million). This includes an exceptional receipt of £0.8 million included within legal and professional fees. It is anticipated that administration expenses will increase next year, both from the incorporation of a full year's cost from Wembley and the requirement for additional resources to support some of our significant projects. Administration expenses include £0.5 million payable to our auditors for non-audit work. The majority of this relates to taxation. We believe that using the same firm for audit and tax work brings substantial benefits to the company both in cost savings and added value. Where these benefits do not accrue, we use other accountancy firms, to whom fees of £0.4 million were paid in the year. Wembley contributed £1.2 million towards operating profit. Of this, the Arena generated receipts of £1.4 million, the Conference and Exhibition businesses £1.1 million and the Sunday market £0.6 million, before overheads. Net interest payable in the year amounted to £17.8 million compared with £21.1 million in the prior year. The fall reflects both a reduction in the average cost of debt and a lower average level of debt during the year. Interest capitalised in the year was £2.3 million (2002: £1.7 million), of which £0.9 million related to The Parishes, Scunthorpe, £0.7 million to Meridian Delta and £0.6 million to development sites at the Wembley complex. Interest receivable in the year was £0.7 million compared with £1.2 million in the previous year. Taxation The Company has maintained a low effective tax rate of 11.8% (2002 : 12.0%) as a result of capital allowances on properties disposed of, tax losses mainly inherited from corporate acquisitions and certain other capitalised costs deductible for tax purposes. A full reconciliation of the current tax charge is shown in Note 7 to the accounts. Assuming all properties are sold at the revalued amounts without any tax mitigation, the Company has an estimated potential capital gains tax liability of £42.4 million (2002: £29.6 million). This equates to 33.4p per share. Earnings and Dividend Earnings per share were 9.4p (2002: 11.5p). In line with our progressive dividend policy, the recommended final dividend of 5.25p per share would give rise to a total dividend of 8p, an increase of 6.7 % compared with the 7.5p dividend for the year to 31 March 2002. Balance Sheet At 31 March 2003, the investment portfolio was valued at £722.5 million, compared with £608.2 million at the previous year-end. The movement in the value of the portfolio reflected purchases of £135.9 million including £66 million in relation to Wembley, capital expenditure of £19.1 million, disposals of £86.9 million and a revaluation uplift of £48.2 million. Valuations are net of purchasers' costs including stamp duty. Following on from the Statement of Practice on disadvantaged areas, from 10 April 2003 no stamp duty is payable on property transactions in areas classified as 'disadvantaged'. Quintain has £178 million of properties in these areas. The year-end valuation has not taken account of any reduction in purchase costs arising from this. Major revaluation movements included an uplift of £17.9 million on the Wembley complex, where significant progress has been made towards submission of a planning application as well as marriage value from the acquisition of the 11 acre Palace of Industries site and greater certainty surrounding the redevelopment of the Wembley Stadium. The Meridian Delta joint venture for the redevelopment of the Greenwich Peninsula increased in value by £10.6 million. During the year we agreed terms with English Partnerships and then submitted a planning application. We have subsequently obtained a resolution to grant permission for 14.1 million sq ft of mixed use development. An additional factor in the uplift is the consolidation of land holdings. The basic net asset value per share as at 31 March 2003 was 348p, an uplift of 13.4% from the 307p restated for the prior year. The restatement of 0.4p per share arose as a result of the accounting policy change set out in note 1(n) to the accounts and is discussed in more detail under 'Financial reporting'. On a diluted basis, the net asset value per share rose 13.2% from 302p to 342p. The triple net asset value per share was 295p after taking into account 13.4p for marking market to debt and 33.4p for capital gains tax not provided for. Joint ventures At 31 March 2003, Quintain had a net investment in joint ventures of £30.5 million. Of this, £28.3 million was invested in Quercus, a joint venture with Morley Asset Management, the asset management arm of Aviva. Debt Gearing at 31 March 2003 was 63% (2002: 59%). Compared with a target level of 100%, this gives ample scope for funding of existing projects and new deals. At the year-end there were £75.5 million of committed facilities undrawn. As at 31 March 2003, Quintain was fully hedged with a mixture of fixed and capped rates. Company policy is to be between two thirds and fully hedged as, given the nature of its income, it seeks to match the revenue profile with certainty in relation to financing costs. The weighted average rate of interest of the Company's debt at the year-end was 6.2% (2002: 6.4%) and the weighted average maturity of borrowing was approximately 5 years. Virtually all debt is repayable between two and six years. Of this, the largest facility of £200 million is repayable in 2009. The fair value deficit on fixed rate debt and interest rate hedging instruments as disclosed in accordance with FRS 13 was £17.1 million, equivalent to a reduction in the Company's net asset value per share of 13p, compared with 3p at the previous year-end. After taking into account tax relief, these figures would be 9p and 2p respectively. This movement reflects the fall in the interest rate yield curve. Interest cover for the year ended 31 March 2003 was 1.6 times (2002 : 1.7 times). Pensions Quintain operates a defined contribution scheme and has no liabilities arising under FRS 17 Retirement Benefits. Financial reporting For the year ended 31 March 2003 there has been a change in accounting policy arising from UITF 34, Pre-contract costs. This means that costs arising on a transaction will be charged to the profit and loss account until a contract is virtually certain. Results for the year ended 31 March 2002 have been restated by £0.3 million to reflect expenditure incurred prior to obtaining preferred bidder status from English Partnerships in relation to the Millennium Dome and the redevelopment of the rest of the Greenwich Peninsula. Further details are set out in Note 1(n) to the accounts. For the year ended 31 March 2006, the Company will be required to prepare consolidated financial statements under International Financial Reporting Standards (IFRS). The standards are still in the process of being refined and the implications for Quintain are being kept under active review. This information is provided by RNS The company news service from the London Stock Exchange

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