Interim Results

Quintain Estates & Development PLC 4 December 2001 4 December 2001 QUINTAIN ESTATES AND DEVELOPMENT PLC ('Quintain' / 'Company' / 'Group') INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2001 HIGHLIGHTS Pre accounting policy changes 2001 Change Profit before tax £8.6 m + 5.7% Earnings per share 5.9p + 20.4% Underlying earnings per share 5.1p + 30.8% Post accounting policy changes 2001 Change Profit before tax £8.6m (6.4)% Earnings per share 5.4p 1.9% Interim Dividend 2.75p + 10.0% 2001 2000 Gearing 83% 104% In his statement, Chairman Nigel Ellis commented: 'I am pleased to report that we have again had a satisfactory six months, with an increase in earnings per share of 20.4% and of 30.8% in underlying earnings per share on a basis consistent with prior years' reported results. In these circumstances, the Board is delighted to declare an interim dividend of 2.75p per ordinary share, an increase of 10%, which again reflects our confidence in the Company's future. 'We consider that our portfolio displays the resilient characteristics and potential for value enhancement which should ensure that it continues to perform strongly relative to the market. This, combined with our experienced and strengthened management team means that we look forward to the second half of the year with confidence.' For further information, please contact: Quintain Nigel Ellis, Chairman Tel: 020 7495 8968 Adrian Wyatt, Chief Executive Tel: 020 7478 9440 Rebecca Worthington, Finance Director Tel: 020 7478 9444 Financial Dynamics Stephanie Highett/Dido Laurimore Tel: 020 7831 3113 Chairman's Statement I am pleased to report that we have again had a satisfactory six months, with an increase in earnings per share of 20.4% and of 30.8% in underlying earnings per share calculated on a basis consistent with prior years' reported results. In these circumstances, the Board is delighted to declare an interim dividend of 2.75p per ordinary share, an increase of 10%, which again reflects our confidence in the Company's future. There have been two significant accounting policy changes in the period. The first, UITF 28, requires rent free periods to be averaged over the period to the first rent review. This has increased profits for the six months to 30 September 2000 by £1m and by £2.1m for the year to 31 March 2001. The change has also reduced the income for the current period by £0.1m. The second change, FRS19, requires a full provision for deferred taxation on capital allowances and this increases the tax charge in the current period by £0.5m. These result in the earnings per share appearing unchanged on the restated results for the previous half year. In anticipation of a weakening economy, we took the decision last year to reduce gearing giving us significant cash resources to take advantage of opportunities arising in a softer market. Total property sales during the period amounted to £45m and, by 30 September 2001, the Company's gearing had reduced to 83% compared with 92% at 31 March 2001. This brings cash sales in the last 18 months up to £133m. Further sales are anticipated in the second half, including the Northpoint shopping centre in Hull for £18.8m for which contracts have been exchanged, which will reduce gearing still further. Interest cover has improved to 1.7 times. At the half year, the Company had un-drawn bank facilities of £162m and cash balances of £15m. As the level of debt has fallen, hedging arrangements have proportionately increased, so that at the half year the Company was fully hedged with a mixture of fixed rates and CAPS. Some of the existing hedging positions have now been unwound to take advantage of falling interest rates and the average cost of debt over the period, of 6.7%, was more than 0.5% lower than for the previous full year. The tax rate of 17.5% reflects, as in previous years, the impact of unrecognised brought forward losses and of permanent timing differences in relation to capital allowances. During the first half of the year, the Company purchased a further 760,000 of its own shares at an average price of 183p, which had a small positive impact on net assets per share. We have an ongoing authority to purchase shares and will keep this under review. However, this needs to be balanced with other opportunities, such as the Meridian Delta project, where significant investment may be required in order to extract maximum value potential. As the media has speculated, Meridian Delta Limited, a consortium comprising Quintain and Lend Lease Europe Ltd, has submitted a non binding bid for the Millennium Dome and associated land. The bid includes provision for an arena and a masterplan for the regeneration of the Greenwich peninsula. We know that other bids have been submitted and are awaiting further news from English Partnerships. If our bid for the Millennium Dome is successful, total capital expenditure on all anticipated projects for the Group over the next two years would be an estimated £92m. Administration expenses remain higher than anticipated due primarily to an offset in the prior year for recoveries on litigation and the recruitment of additional staff to take advantage of the opportunities now appearing. We continue to make good progress in shaping our portfolio to deliver strong returns for our shareholders. Our main focus on non-prime properties where there are clear opportunities to enhance value will ensure that the portfolio remains relatively resilient in more challenging market conditions. During the period, we acquired a 120,000 sq ft former Booker unit at Livesey Street, Sheffield for £3.9m. A planning application for industrial units will be submitted for an undeveloped 3.5 acres and in the medium term we will be advancing a retail warehouse scheme. We have continued to manage our property at Oxford Street actively and have secured a lettting of 15,000 sq ft, after gaining planning consent for the conversion of basement storage to a casino. Our joint venture with Berkeley Homes, a 33,000 sq ft development of 28 flats and two penthouses scheme in Park Lane, Croydon, is due to complete in June 2002. Marketing has recently commenced and the response has been excellent with 95% already reserved. Our 300,000 sq ft extension of the high street in Scunthorpe is due to complete in October 2002. We are refurbishing one of the town's existing car parks, developing another and have built a new bus station, creating pedestrian flow through the scheme to the town centre. At the 237,000 sq ft office and retail investment in Smallbrook, Queensway, Birmingham, we have accepted a £2.1m surrender premium from BET Environmental Services. The space is being marketed and 25% has been let. At 36 and 37-41 Gracechurch Street, London EC3, we are in the process of making a planning application to the City of London for the development of 118,000 sq ft of Grade A space, combining our two existing holdings. This development is subject to regearing negotiations with the City Corporation who are the landlords of 37-41 Gracechurch Street, the short leasehold part of our ownership. The Quintain structured finance division, Q3P, continues to focus on health-care and pubs, using these asset classes to enhance income. Quercus, the nursing home fund with CGNU, now has gross assets of £180m and it is anticipated that the fund will reach capacity by the second quarter of 2002. Q3P is also building 42 close care apartments and a 22 bed nursing home at Woodlands Court, Bristol, which will be completed by February 2002 with an estimated gross development value of £4.9m. Despite the Company's continued progress the current share price of 183p remains disappointing when compared with the last declared net asset value of 276p. Even allowing for potential Capital Gains Tax and marking the debt to reflect current market rates suggests a net asset basis of 263p which when compared with 183p is a discount of 31%. This is one of the highest such discounts in the property sector. In the current economic climate the market may believe that Quintain's properties, rarely being prime, are higher risk. However, Quintain's philosophy has always been that secondary properties, particularly those that are high yielding, are less volatile and we now have the resources to exploit an uncertain market. An experienced management team is a key attribute and we are delighted that your Board has again been strengthened. Adrian Wyatt has now been appointed Deputy Chairman, and currently continues to act as Chief Executive. Mike Riley, who joined the Company in August from HVB Real Estate Capital where he was joint Managing Director, has been appointed as Deputy Chief Executive. Rebecca Worthington has been promoted to the role of Finance Director. I am also delighted to report that David Pangbourne was appointed to the Board as a non-executive director in August this year. He retired from the Deloitte & Touche partnership in 1997 where he had worked throughout his accountancy career. David Pangbourne has had extensive experience in working with companies on taxation, treasury and corporate finance. We consider that our portfolio displays the resilient characteristics and potential for value enhancement which should ensure that it continues to perform strongly relative to the market. This, combined with our experienced and strengthened management team means that we look forward to the second half of the year with confidence. Nigel Ellis Chairman 4 December 2001 Quintain Estates and Development PLC Consolidated profit and loss account For the six months ended 30 September 2001 Unaudited Unaudited Audited Six months Six months Year ended ended ended 31 March 30 Sept 2001 30 Sept 2000 2001 £000 £000 £000 Notes Restated Restated Turnover 29,749 33,456 64,410 Less - share of joint venture (2,374) (4,744) (4,368) turnover _______ _______ _______ Group turnover 2 27,375 28,712 60,042 Cost of sales 2 (4,364) (5,948) (14,254) _______ _______ _______ Gross profit 23,011 22,764 45,788 Administrative expenses 3 (4,564) (3,449) (7,015) _______ _______ _______ Group operating profit 18,447 19,315 38,773 Share of operating profit in joint ventures 1,764 1,617 3,747 (Loss) profit on sale of investment properties (519) 705 5,950 Net interest payable (11,113) (12,475) (25,560) _______ _______ _______ Profit on ordinary activities before taxation 8,579 9,162 22,910 Tax on profit on ordinary 4 (1,501) (2,143) (3,583) activities _______ _______ _______ Profit on ordinary activities after taxation 7,078 7,019 19,327 Minority interests (129) (175) (313) _______ _______ _______ Profit for the financial period 6,949 6,844 19,014 Dividends 5 (3,497) (3,241) (8,330) _______ _______ _______ Retained profit for the period 3,452 3,603 10,684 ====== ====== ====== Earnings per share 6 Undiluted 5.4p 5.3p 14.6p ====== ====== ====== Diluted 5.4p 5.3p 14.3p ====== ====== ====== Quintain Estates and Development PLC Unaudited Unaudited Audited Six months Six months Year ended ended ended 31 March 30 Sept 2001 30 Sept 2000 2001 £000 £000 £000 Notes Restated Restated Consolidated statement of total recognised gains and losses Profit for the financial period 6,949 6,844 19,014 Unrealised surplus (deficit) on revaluation 64 (988) 41,034 Tax on realisation of revaluation surplus (413) (438) (1,361) Exchange movements 56 405 496 _______ _______ _______ Total recognised gains and losses relating to the period 6,656 5,823 59,183 Prior year adjustments as set out (3,968) - - below _______ _______ _______ Total gains and losses recognised since last annual report 2,688 5,823 59,183 ====== ====== ====== Consolidated note of historical cost profits and losses Profit on ordinary activities before taxation 8,579 9,162 22,910 Realisation of property revaluation gains of previous periods 804 5,109 11,147 _______ _______ _______ Historical cost profit on ordinary activities before taxation 9,383 14,271 34,057 ====== ====== ====== Historical cost profit for the period retained after taxation, minority interest and dividends 3,843 8,274 20,470 ====== ====== ====== Reconciliation of movements in equity shareholders' funds Profit for the financial period 6,949 6,844 19,014 Dividends (3,497) (3,241) (8,330) _______ _______ _______ 3,452 3,603 10,684 Other recognised gains and losses relating to the period (293) (1,021) 40,169 Issue of shares - 49 49 Purchase of own shares (1,401) (3,382) (6,425) _______ _______ _______ Net addition (reduction) to equity shareholders' funds 1,758 (751) 44,477 Opening shareholders' funds 355,207 310,730 310,730 _______ _______ _______ Closing shareholders' funds 356,965 309,979 355,207 ====== ====== ====== Opening shareholders' funds As previously reported 359,175 313,807 313,807 Prior year adjustments UITF 28 1a (270) - - FRS 19 1b (3,698) (3,077) (3,077) _______ _______ _______ As restated 355,207 310,730 310,730 ====== ====== ====== Quintain Estates and Development PLC Consolidated balance sheet As at 30 September 2001 Unaudited Unaudited Audited As at As at As at 30 Sept 30 Sept 31 March 2001 2000 2001 £000 £000 £000 Notes Restated Restated Fixed assets Investment properties 7 625,324 622,326 655,649 Other fixed assets 548 1,275 656 Investment in joint ventures Share of gross assets 59,263 53,414 54,473 Share of gross liabilities (32,270) (26,497) (29,149) 26,993 26,917 25,324 Investment in associates 1,016 475 707 Other fixed asset investments 266 56 343 _______ _______ _______ 654,147 651,049 682,679 _______ _______ -_______ Current assets Stocks 4,466 7,953 5,121 Debtors 37,202 30,861 41,734 Short term investments 18 17 19 Cash at bank and in hand 15,609 21,312 46,513 _______ _______ _______ 57,295 60,143 93,387 Creditors: amounts falling due within one year (38,396) (146,182) (64,484) _______ _______ _______ Net current assets (liabilities) 18,899 (86,039) 28,903 ________ _______ _______ Total assets less current 673,046 565,010 711,582 liabilities Creditors: amounts falling due after more than one year (307,803) (247,471) (348,274) Provisions for liabilities and (6,051) (5,488) (5,673) charges Equity minority interests (2,227) (2,072) (2,428) _______ _______ _______ Net assets 356,965 309,979 355,207 ====== ====== ====== Capital and reserves Called up share capital 9 31,787 32,415 31,977 Share premium account 38,336 38,336 38,337 Capital redemption reserve 1,150 522 960 Merger reserve 106,062 106,062 106,062 Capital reserve 2,750 2,750 2,750 Revaluation reserve 133,622 96,808 134,338 Profit and loss account 43,258 33,086 40,783 _______ _______ _______ Equity shareholders' funds 356,965 309,979 355,207 ======= ======= ======= Net asset value per share 10 Undiluted 281p 239p 278p ======= ======= ======= Diluted 275p 236p 273p ======= ======= ======= Quintain Estates and Development PLC Consolidated cash flow statement For the six months ended 30 September 2001 Unaudited Unaudited Audited Six months Six months Year ended ended ended 31 March 30 Sept 2001 30 Sept 2000 2001 £000 £000 £000 Notes Net cash inflow from operating activities 11a 8,088 18,502 70,250 ======= ======= ======= Return on investments and servicing of finance Net interest paid (11,832) (12,398) (26,338) Issue costs of loans (131) (198) (885) _______ _______ _______ Net cash outflow from returns on investments and servicing of (11,963) (12,596) (27,223) finance ======= ======= ======= Corporation tax paid (776) (2,780) (4,593) ======= ======= ======= Capital expenditure and financial investment Purchase of tangible fixed (13,815) (24,771) (78,363) assets Proceeds from disposal of tangible fixed assets 41,134 55,255 75,124 Loans to join ventures and - (245) - associates _______ _______ _______ Net cash inflow (outflow) from capital expenditure and financial 27,319 30,239 (3,239) investment ======= ======= ======= Acquisitions and disposals Proceeds from disposal of subsidiary companies 18,234 - - Purchase of subsidiary companies - (2,780) (2,788) _______ _______ _______ Net cash inflow (outflow) from acquisitions and disposals 18,234 (2,780) (2,788) ======= ====== ====== Equity dividends paid (5,116) (4,663) (7,824) ====== ====== ====== Net cash inflow before management of liquid resources and financing 35,786 25,922 24,583 ====== ====== ====== Management of liquid resources 25,838 - (34,963) ====== ====== ====== Financing Issue of ordinary shares for - 49 49 cash Loans drawn down 54,116 84,935 173,805 Loan repayments (119,406) (139,231) (199,639) Purchase of own shares (1,401) (3,382) (6,425) _______ _______ _______ Net cash outflow from financing (66,691) (57,629) (32,210) ====== ====== ====== Decrease in cash (5,067) (31,707) (42,590) ====== ====== ====== Quintain Estates and Development PLC Notes to the accounts For the six months ended 30 September 2001 1. Basis of preparation The half year figures for 2001 and 2000 are unaudited and have been prepared on the basis of accounting policies adopted in the accounts to 31 March 2001, except as noted below. The comparative figures for the financial year ended 31 March 2001 are not the Company's statutory accounts for that financial year, but are derived from those accounts, adjusted as set out below. These accounts have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. a) Change in accounting policy : Operating Lease Incentives In accordance with the Urgent Issues Task Force Abstract 28, incentives in the form of rent free periods have been accounted for by spreading the rent receivable on a straight line basis over either the relevant lease period or a shorter period ending on a date from which it is expected that the prevailing market rental will be payable under the lease. Previously, rents had been recognised only over the periods for which these were due. The only impact on cash flow will be an acceleration of tax payments. In accordance with the requirements of this abstract, the previous periods' results have been restated to reflect its impact in relation to those lease agreements providing for such incentives and commencing on or after 1 April 2000. The effect of adopting the standard on the Group's results for the current and previous periods is summarised below: Six months Six months Year ended ended ended 31 March 30 Sept 2001 30 Sept 2000 2001 £000 £000 £000 (Decrease) increase in group (64) 988 2,085 turnover Decrease (increase) in tax on profit on ordinary activities 11 (198) (270) ______ ______ ______ Decrease (increase) in profit for the financial period (53) 790 1,815 Increase (decrease) in unrealised surplus on revaluation 64 (988) (2,085) Decrease in opening reserves (270) - - _______ _______ _______ Decrease in shareholders' funds (259) (198) (270) ====== ====== ====== Decrease in carrying value of investment properties (2,021) (988) (2,085) Increase in debtors 2,021 988 2,085 Increase in creditors : amounts falling due within one (259) (198) (270) year _______ _______ _______ Decrease in net assets (259) (198) (270) ====== ====== ====== Quintain Estates and Development PLC Notes to the accounts For the six months ended 30 September 2001 b) Change in accounting policy : Deferred Tax In the current period, the Group has also adopted Financial Reporting Standard 19 which requires full provision in the accounts to be made for deferred tax on temporary timing differences. Previously, provision was made for timing differences to the extent that it was probable that a liability would crystallise in the foreseeable future. With no impact upon cash flow, the change to full provision will increase the tax rate, though the use of unrecognised brought forward tax losses will continue to impact and the future disposal of investment properties could give rise to provision releases. No discounting has been applied. In adopting the standard, the Group has restated the previous periods' results, the outcome of which, together with the impact on the current period, is summarised below: Six months Six months Year ended ended ended 31 March 30 Sept 2001 30 Sept 2000 2001 £000 £000 £000 Increase in tax on profit on ordinary activities (507) (310) (621) _______ _______ _______ Decrease in profit for the (507) (310) (621) financial period Decrease in opening reserves (3,698) (3,077) (3,077) ______ ______ ______ Decrease in shareholders' funds (4,205) (3,387) (3,698) ====== ====== ====== Increase in provisions (4,205) (3,387) (3,698) _______ _______ _______ Decrease in net assets (4,205) (3,387) (3,698) ====== ====== ====== 2 Turnover and cost of sales Unaudited Unaudited Audited Six months ended Six months ended Year ended 30 Sept 2001 30 Sept 2000 31 March 2001 £000 £000 £000 Restated Restated Gross rents receivable 23,545 23,261 48,889 Sale of trading properties 1,363 3,392 8,459 Other income 2,467 2,059 2,694 _______ _______ _______ Total turnover 27,375 28,712 60,042 ====== ====== ====== Rents payable and other property outgoings 3,159 2,836 6,516 Sale of trading properties 1,205 3,112 7,738 _______ _______ _______ Total cost of sales 4,364 5,948 14,254 ====== ====== ====== A surrender premium of £2,100,000 was received in the period of which £ 1,550,000 (2000 : £nil) is reflected in Other income. Quintain Estates and Development PLC Notes to the accounts For the six months ended 30 September 2001 3 Administrative expenses Unaudited Unaudited Audited Six months Six months Year ended ended ended 31 March 2001 30 Sept 2001 30 Sept 2000 £000 £000 £000 Restated Restated Directors' remuneration 1,331 1,191 1,729 Staff costs 1,465 1,363 2,161 Legal and other professional fees 1,064 181 1,549 Office costs 514 599 965 Depreciation 137 115 224 Profit on disposal of fixed (22) - (8) assets General expenses 75 - 395 _______ _______ _______ 4,564 3,449 7,015 ====== ====== ====== Legal and professional fees for the six months ended 30 September 2000 and the year ended 31 March 2001 are shown net of a recovery of £805,000 in respect of costs, some relating to previous years. 4 Tax on profit on ordinary activities The effective rate of taxation on ordinary activities of 17.5% (2000 : 23.4%) reflects the benefit of available losses and permanent timing differences in relation to capital allowances. 5 Dividend The interim dividend of 2.75p (2000 : 2.5p) per ordinary share is payable on 21 December 2001 to members on the register as at 14 December 2001. A final dividend of 4.0p in respect of the year to 31 March 2001 was paid during the period. 6 Earnings per share Unaudited Unaudited Audited Six months Six months Year ended ended ended 30 Sept 2001 30 Sept 2000 31 March 2001 Based on Based on Basic underlying Basic underlying Basic Based on profits profits underlying profits £000 £000 £000 £000 £000 £000 Restated Restated Restated Restated Profit for the financial period 6,949 6,949 6,844 6,844 19,014 19,014 Exceptional items after tax - (1,550) - (564) - (700) Loss (profit) on sale - 519 - (671) - (5,182) of investment properties after tax _______ _______ _______ _______ _______ _______ 6,949 5,918 6,844 5,609 19,014 13,132 ====== ====== ====== ====== ====== ====== Weighted average number of shares 127,827 130,005 129,963 ('000) ====== ====== ====== Earnings per share on a diluted basis have been calculated on an adjusted profit of £7,117,000 (2000 : £7,012,000) and an adjusted weighted number of shares of 131,776,000 (2000 : 133,108,000). Quintain Estates and Development PLC Notes to the accounts For the six months ended 30 September 2001 7 Investment properties Investment properties are valued annually at the end of each financial year and are shown in the Balance Sheet as at 30 September 2001 at the previous year end valuations adjusted for subsequent expenditure and disposals. 8 Borrowings An exercise to calculate the fair values of the Group's financial liabilities as at 30 September 2001 undertaken by JC Rathbone Associates disclosed a deficit in relation to carrying value of £5,732,000 (2000 : surplus £ 1,669,000). As at 31 March 2001, the deficit was £6,519,000. 9 Called up share capital The issued share capital of the Group decreased during the period owing to the buy back of shares in the market for cancellation. Number of shares Nominal value '000 £000 Shares in issue as at 1 April 2001 127,907 31,977 Purchase of own shares (760) (190) _______ _______ Shares in issue as at 30 September 2001 127,147 31,787 ====== ====== 10 Net asset value per share Net asset value per share on an undiluted basis as at 30 September 2001 has been based on net assets of £356,965,000 (2000 : £309,979,000) and 127,147,000 (2000 : 129,657,000) ordinary shares. Net asset value per share on a diluted basis has been calculated on adjusted net assets of £359,965,000 (2000 : £312,979,000) and 131,096,000 (2000 : 132,761,000) ordinary shares. Quintain Estates and Development PLC Notes to the accounts For the six months ended 30 September 2001 11 Notes to the consolidated cash flow statement Unaudited Unaudited Audited Six months ended Six months ended Year ended 30 Sept 2001 30 Sept 2000 31 March 2001 £000 £000 £000 a) Reconciliation of operating profit to net cash inflow from operating activities Operating profit 18,447 19,315 38,773 Depreciation charge 434 441 885 Profit on disposal of fixed assets (22) - (8) (Increase) decrease in debtors (11,664) (4,529) 1,034 Increase in creditors 238 1,959 5,475 Decrease in trading stock 655 1,316 24,091 _______ _______ _______ 8,088 18,502 70,250 ====== ====== ====== b) Reconciliation of net cash movement to net debt Decrease in cash during period (5,067) (31,707) (42,590) Cash outflow from debt and lease financing 65,062 54,274 25,834 Cash (inflow) outflow from (decrease) increase in liquid resources (25,838) (1,123) 34,963 _______ _______ _______ Change in net debt resulting from cash flows 34,157 21,444 18,207 Costs of issue of non equity finance (131) 198 885 Amortisation of issue costs (432) (609) (1,350) Other non-cash movements 563 (183) (910) _______ _______ _______ Movement in net debt during period 34,157 20,850 16,832 Net debt beginning of period (327,231) (344,063) (344,063) _______ _______ _______ Net debt end of period (293,074) (323,213) (327,231) ====== ====== ====== c) Analysis of net debt Liquid resources 10,265 17 36,103 Cash 5,362 21,312 10,429 Debt due after more than one year (308,701) (248,720) (348,274) Debt due within one year - (95,822) (25,489) _______ _______ _______ (293,074) (323,213) (327,231) ====== ====== ====== The auditors have reviewed the financial information set out above and a copy of their report will be included in the published Interim accounts which will be sent to shareholders. Copies will also be made available to the public on request to the Secretary at the registered office, 58 Davies Street, London W1K 5JF. This report is also available on the Company's website at www.quintain-estates.com

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