Final Results

Workspace Group PLC 14 June 2004 WORKSPACE REPORTS RECORD RESULTS Workspace Group PLC ('Workspace') today announces its preliminary results for the year ended 31 March 2004. Workspace provides approximately 5.3 million sq. ft of flexible business accommodation for almost 3,800 small and medium size enterprises (SMEs') in London and the South East. • Turnover up 13.6% to £51.1 million (2003: £45.0 million) • Pre-tax profits up 12.7% to £15.1 million (2003: £13.4 million) • Trading pre-tax profits up 12.8% to £14.1 million (2003: £12.5 million) • Final dividend of 20.7p - total dividend up 10.3% to 31.0p (2003: 28.1p) • Net asset value per share up 22.1% to £18.43 (31 March 2003: £15.10) • Earnings per share up 2.2% to 65.7p (2003: 64.3p) • Trading earnings per share up 2.0% to 61.3p (2003: 60.1p) • Annual rent roll £38.1 million (31 March 2003: £35.9 million) • Average rent at £8.55 per sq. ft • Like for like occupancy 88% • Leading IPD performance continues Commenting on the results, Harry Platt, Chief Executive, said ' Workspace continues to demonstrate its ability to deliver strong growth. Our business model is robust and, even during a period when some of our customers have found trading more challenging, we have continued to make excellent progress. Our portfolio of accommodation for small businesses is now valued at £628 million and we still see major growth opportunities in our market place. ' The Workspace team has worked hard to improve both the range and style of accommodation that we offer. Our space remains very affordable and as London's economy improves, and properties we are refurbishing come back on stream, we expect improvements in occupancy and subsequently the return of rental growth. ' We are at the heart of London's vibrant SME economy, being the capital's largest small business landlord. Recent research shows that many of our customers are reporting improvements in confidence. This bodes well for the future.' -ends- Date: 14 June 2004 For further information: Workspace Group PLC City Profile Group Harry Platt, Chief Executive Simon Courtenay Mark Taylor, Finance Director Chris Lane 020-7247-7614 020-7448-3244 web: www.workspacegroup.co.uk Chairman's Statement During my time as Chairman of your Company, I have visited many of its properties and met with many of its customers and staff. In these visits and meetings I have found the spirit of enterprise blossoming despite the challenging economic circumstances that have provided the backdrop for much of this period. Our customers are diverse and dynamic. It has been particularly interesting to see how these businesses have developed and adapted to the ever-changing fast-moving markets of the twenty-first century. It has been a challenging time for Workspace too. For a large part of the year rents moved sideways and occupancy dipped slightly. Occupancy bounced back and grew in the final quarter as business confidence recovered. Against this backdrop it is satisfying to present another set of excellent results. Results Yet again, Workspace has delivered record results. Year-end rent roll increased to £38.1m, an increase of 6.1% over the year. Like-for-like occupancy was broadly stable and, at the year end, was a healthy 88%. Profit before tax from trading operations was £14.1m, with earnings per share from trading operations 61.3p, increases of 12.8% and 2.0% respectively. Growth in earnings per share was depressed by an exceptionally low tax charge that arose last year. Two properties were sold, generating an exceptional profit before tax of £1.0m. Net profit before tax for the year was £15.1m, up 12.7% on the year. I am pleased to report that our focus on managed 'workspace' properties has continued to generate capital growth, with net asset per share rising 333p or 22.1% to £18.43. This is despite the recent dull period for rental growth and is attributable to the renewed interest of late in property as an investment asset class. Against the Investment Property Databank (IPD) - the standard industry benchmark covering all property - we have continued to perform very well. This benchmark shows us just outside the top decile in the current year (a period when retail property has continued to dominate the investment market) with top percentile performance when measured over a longer 5 or 10 year horizon. Finally, in terms of the results, I am pleased to report that on the key measure of total shareholder return (TSR) we have outperformed the FTSE Small Cap Index by a wide margin over the last five years. Strategy Our consistent strategy is to invest in property that can provide good value small-unit accommodation on flexible terms, where initial yields are attractive and where there is scope for the Group to improve value using its intensive management, proven systems and modest capital investment. This drives growth in earnings and asset values, creating shareholder value. Longer term, the Group seeks to maximise value through redevelopment and regeneration. We have almost 3,800 customers, representing every sector of enterprise, both profit and non-profit. We have a particularly high number of customers from the 'creative' sector, a vibrant part of the London community. We diversify operational risk by the sheer number of different customers and their wide range of activities. Customers are the heart of our business and, during the year, we have adjusted the organisation of the Operations Team to be more aligned to our expanding customer base. We have responded to the more challenging market conditions with a number of marketing campaigns to build brand awareness and generate enquiries. Governance We have reviewed in detail our governance processes in the light of the new (2003) Combined Code. The Group consistently aims to operate to high standards of governance and a detailed compliance report is now on our website. The Group also seeks to be an excellent employer and has clear corporate social responsibility and environmental policies. REITs We have monitored developments over the possible introduction of Real Estate Investment Trusts (REITs), noting the Chancellor's consultation on PIFs launched in his Budget this year. We await the detail of the Government's proposals. People This is the last report in which Alan Cherry, Deputy Chairman, will feature as a member of the Board. Alan is the longest serving non-executive director of the Company - having provided 12 years' sterling service. He will retire at the AGM to be held in July 2004. Alan had planned to retire last year but stayed on for a further year, at the request of the Board, to provide an element of continuity at a time when Philip Rhodes, the previous Chairman, retired and Bernard Cragg and I joined the Board. He has through this time, as he did through all the years before, enriched the Company with his contribution. I am delighted to welcome John Bywater as a non-executive director of the Company. John, a chartered surveyor by profession, brings a broad-based knowledge of the property market and is currently Managing Director of Hammerson UK PLC. I must also thank the management and staff of the Group led by Harry Platt. This has been a challenging period - a time when their resourcefulness has been put to the test. The Group's results are a testimony to the manner in which they rose to this challenge. Current Trading and Prospects Enquiry levels and conversions to lettings continue at good levels and there is evidence, through the faster rate of progress of lettings, of increasing customer confidence. Occupancy should improve from its current 88% level (excluding developments) to 90% during the year, creating the platform for renewed rental growth going forward. Earnings growth will be tempered this year - due to the run-through of the occupancy reductions during 2003/04, particularly in those properties which we are refurbishing - before returning to more normal patterns of growth in the following year. Against this, with the current strong demand for investment property and the anticipated growth in our rentals as occupancy is rebuilt and refurbished space let, there remains the prospect of good asset performance. Dividend The Board recommends a final dividend payment of 20.7p making 31.0p for the year, an increase of 10.3% over last year and making 16% compound growth over 10 years. The proposed dividend will be payable on 2 August 2004 to shareholders on the register on 2 July 2004. Operating Review The Group has continued its pattern of strong growth. Over the last ten years the Group has increased profits and asset values (shareholder value) by five times or more. In Summer 2001, following the sale of the Midlands portfolio, the Group presented plans to double the value of its portfolio through organic growth over a five-year period. By September 2003 (after only two and a half years) the target had been 70% achieved. We have therefore set ourselves a new target, based on the same assumptions, of doubling again over the five years to September 2008. This last year has been challenging for many of our customers - even so, the Group's results show its resilience in these economic circumstances and that it is on track to meet its strategic objectives. Key Results Once again, we are able to report growth in profits (trading profit before tax up 12.8%), net asset value per share (up 22.1% to £18.43), earnings per share (up 2.2% to 65.7 pence) and dividends (up 10.3% to 31.0p per share). A contribution of £1.0m before tax (4.4 pence per share) has also been secured from property disposals. This has been achieved in the context of a more challenging trading environment. The total value of the Group's properties at 31 March 2004 was £628.5m. For properties held throughout the year (comparing this value at 31 March 2003, plus additions and improvements at cost, with that of March 2004) the uplift was £49.9m or 9.6%. Trading Review This was a year of contrasts. Over the first nine months occupancy declined slightly partly due to some customers who found trading more difficult at this time and partly due to others who took the advantage of low interest rates to move to owner occupied accommodation. This decline was exacerbated to a degree by our securing the vacation of space in certain properties either to prepare them for disposal (for redevelopment) or so that we could implement our refurbishment plans in the properties. In the final quarter, these patterns changed, with occupancy and, as a result, rent roll (on a like-for-like basis) stabilising and starting to grow again. Since the year end, this pattern appears to have continued. Our experience reflects the pattern of market research and comment on the London economy, with a number of researchers noting an uplift of confidence particularly in the small and medium-sized enterprises (SME) sector since Christmas. We are often questioned about the vulnerability of our business and its customer base at the weaker stages of the economic cycle. Early in 2003, post-Enron and with uncertainty over Iraq, business confidence was weak. It is pleasing to note therefore that at this time there was little more than a 3% drop in like-for-like occupancy over the first nine month period and that over one-third of this was recovered in the following quarter. In this more challenging market it has not been possible to grow rents (in terms of average rent per square foot) during the year. Good rental growth occurs when the portfolio is effectively 'fully occupied' - which we regard as the 90% occupancy level. In the circumstances, we consider that the standstill performance (average like-for-like rent increased by 0.6% over the year) was creditable, since it demonstrated that the price levels at which space was let were robust, supporting the ERVs (market rentals) that we target to reach over time. Going forward, our immediate challenge is to build on the performance in the fourth quarter, taking occupancy back to the 90% level at which time we anticipate renewed rental growth. At the same time, we should see rental contributions start to flow from current refurbishment projects. The quieter period in 2003/04 will have a dampening impact on earnings growth in 2004/05. However, with the continuing strength of the investment market, it is anticipated that asset growth, in terms of net asset value per share, will continue to be good through this period. Our Market Place The Group's business model is simple. We are a property-based business providing a variety of accommodation for SMEs in London and the South East. In this region we are by far the largest provider of such space, with 3,773 customers over 101 estates, in 5.32m sq ft of accommodation. There are 3.7m businesses in the UK, of which 1.1m employ between one and twenty people. Of these 35% are based in London and the South East, with, in turn, over half in London itself. London alone accounts for 20% of business start-ups and closures in the UK each year and sees the greatest growth in higher 'added-value' sectors. This is a huge market place and our market penetration remains low. There is therefore considerable scope for us to grow. To achieve this we currently monitor over 200 properties in London worth in excess of £500m and most of our acquisitions are drawn from this pool. Our core product is an affordable, flexible lease which allows our customers to move in quickly and to expand or contract as their circumstances dictate. In many respects we are an hotelier of space for small businesses, focused on providing good customer service. With average rents of just £8.55 per sq ft and an average unit size of 1,169 sq ft, the 'average' customer in London pays less than £10,000 per annum - which we believe should be readily affordable for small businesses operating in one of the best markets in the UK, if not the world. Our new customers are often second stage businesses looking to move from a home environment to more formal business premises. Many of them will, in time, relocate within our portfolio as their need for space changes. Churn - the formation, expansion, reduction and closure of businesses - is a key characteristic of the SME market and source of opportunity for us. It provides us both with new customers and the opportunity to relocate others, each allowing us to review and increase rents. Finally, the Group is very well placed to take advantage of current trends for the growth of London (in population and employment) and the call in the Mayor's London Plan for more intensive and mixed use of sites. Our assets are valued at a comparatively low level of £108 per sq ft, given that 51% by value is within five miles of the centre of London (89% inside the M25). They are not intensely developed and so, in the medium term, the potential for alternative use and intensification of use of our assets remains considerable. Our Business During the year under review we received 6,052 enquiries which yielded 1,060 new lettings. The principal generators of enquiries continued to be estate signboards, internet references and referrals from existing customers. These enquiries are crucial to the Group's success: not only do they provide new lettings but they are also an indication of levels of activity within the SME sector and industry sub-sectors, enabling us to focus our offer effectively on emerging 'value-adding' businesses - those best able to pay improving rents. We are pleased to note that the lettings level for the year was broadly in line with the previous year. This supports the Group's long-held view that there are always new customers to be won at any stage of the economic cycle. The reduction in occupancy during early 2003/04 arose, therefore, not as a result of a shortage of lettings, but was attributable, rather, to increased levels of departure during the first part of the year - a factor which stabilised in the final quarter. Customers were also slower in making their leasing decisions in the earlier part of the year, a characteristic which changed with the rising confidence in the new calendar year. Our marketing activities have been supported by a number of initiatives to promote the Group's brand during the year, including a poster campaign and the publication of two self-help guides for SME's (copies of which can be found on our website). In addition, the Tenant Directory segment of the Group's website (a 'yellow pages' type directory) has been extended by providing search engine links to our customers' services. This resulted in a significant increase in the number of website hits at a relatively low cost and has helped to extend brand awareness. With its in-house management operations - lettings, estate management and credit control - the Group is attuned to the flexibility needed by the SME marketplace. This enables us to foster close contact with our customers, to monitor changes in the market and to maintain exacting standards. We try to work closely with our customers and to understand and be responsive to their needs. This is reflected in our flexible leasing approach and through a combination of entry and exit interviews and active centre management. To continue an earlier analogy, the Group's operations are comparable in many respects with those of an hotelier: from the pricing of our product, the focus on occupancy and actual achieved rates for rentals, to the 'front of house' management (easy-in-easy-out lettings and on-site management) and the provision of 'add-on' services. Our intensive management skills have been essential in a year which brought many challenges to our customers. We have been able to maintain like-for-like occupancy in the 87% to 90% range, although the decline in occupancy in the first nine months of the year reduced the Group's capacity to grow rents. On a like-for-like basis, the increase in average rent over the year was 0.6% (2003: 7.4%) from £8.32 to £8.37 per sq ft. Occupancy also impacted on the rolling rent review and lease renewal programme, which in the year extended to 11.3% of the opening rent roll. The uplift achieved of £0.47m through rent reviews and lease renewals represents a 11.6% increase on previous passing levels for these tenancies. We anticipate that growth will return to more customary levels in 2005/06 as full occupancy is restored in the current year, 2004/05. The Group has continued with and extended its association with Kingston University through the year, taking on a post-graduate researcher under the Government's TCS programme to work jointly on marketing research. Further updating research work by Kingston has been lodged in the Investor Relations section of the Group's website. Portfolio The cornerstone of the Group's target of doubling the value of its portfolio over a five year period is its plan to acquire £50m - £60m of property each year, and to extract value from these and its existing holdings through its active management. During the year the Group acquired £60.2m (excluding costs) of property and disposed of property for a total consideration of £11.0m. Valuation The total value of the Group's properties was £628.5m, an increase of £120.8m over the year. The average value of the Group's property was £108 per sq ft, with an immediate income yield on current rents passing of 6.37% and a yield at estimated current market rental values of 8.64%. We consider these to be robust values with continuing scope and opportunity for growth. As a short leasehold asset, the Alpha Business Centre is included in the accounts at cost (cost £1, value £0.4m). Further, property used for Group occupation (Magenta House, value £2.0m) is reported as a fixed asset. Adjusting for these, the net value of the Group's portfolio for accounts purposes was £626.1m. The valuation was conducted by CB Richard Ellis in compliance with the Practice Statements contained in the Appraisal and Valuation Manual prepared by the Royal Institution of Chartered Surveyors on the basis of open market valuation, as defined in Statement 4. For properties held throughout the year (comparing their value at 31 March 2003 plus additions and improvements at cost, with that at 31 March 2004) the uplift was £49.6m or 9.6% . Of this total, £5.56m relates to properties of total value £43.8m that have been earmarked for sale following value added activities, an uplift of 14.5%. Acquisitions during the year showed a surplus on valuation of £0.3m (0.5%). At the start of the year, the Chancellor announced the exemption from stamp duty of transfers of property in certain areas. 55% of the Group's properties (by value) were located in these areas. Analysis of the valuation and markets suggest that this factor contributed approximately £10.0m towards the Group's valuation surplus for the year. Again, the Group's performance exceeded the IPD (Investment Property Databank) March Universe 2004 benchmark. In some years such as this, the performance of the Group's portfolio might be lower than other sectors (this year, retail/ retail warehousing), but it is still ahead of the Universe. More importantly, the ungeared performance of our portfolio, when compared with IPD over the longer 5 and 10 year periods, has always been in the top percentiles. The table below illustrates not only the Group's substantial outperformance of sector averages, but also the lower levels of volatility in our particular sector compared with commercial property more generally. Total Return (p.a.) One Three Five Ten Year Years Years Years -------------------------------------------------------------------------------- Workspace Group 16.2% 14.9% 18.4% 17.8% IPD March Universe 12.6% 9.4% 10.5% 10.5% Workspace Group Percentile Rank 11th 3rd top top Improvements in valuation arise partly from market movements but also as a result of value-adding activity through acquisition, management and refurbishment/redevelopment. Comparison against indices such as these segregates simple market movement from our value-adding activity. With its top-ranking performance the Group has demonstrated its consistent ability to generate enhanced returns from its investments. Acquisitions Poplar Business Park sits at the gateway to Docklands close to Canary Wharf. As such, it is almost uniquely positioned to service those businesses which need immediate access to the Docklands area but do not require prime Docklands space. It is a modern industrial/warehousing park which was constructed in the late 1980's and has featured on our target list of acquisitions for a number of years. The acquisition of Progress Way, Croydon, has allowed the Group to secure a presence in an area in which it was not previously represented. Progress Way runs behind the major A23, Purley Way thoroughfare. It therefore has potential not just in its own right but, in time, through linkage to the major Purley Way market. The Lambeth portfolio (comprising the Ellerslie Square, Hardess Street, Hamilton Road, Mahatma Gandhi, Michael Manley, Zennor Road industrial estates and Rudolf Place) was acquired from Lambeth Borough Council. This portfolio of properties fits well with the Group's existing holdings increasing its representation in the area between its existing Westminster Business Square property and those at Pensbury and Glenville Mews. On acquisition the average rental values on the Lambeth properties were lower than those at the Group's immediately adjacent holdings indicating the scope for growth over time. The Atlas Business Centre is located at Staples Corner on the North Circular Road, adjacent to the A5 and the start of the M1 motorway. It gives the Group a presence on the North Circular at a location which is almost equidistant between its existing properties at Bounds Green (to the east) and Acton (to the South) and in an area where it had no presence previously. It is within an active trading estate and should provide the platform for expansion in this significant part of north west London. National Works is a medium sized unit industrial estate located near the A4, Bath Road, midway between Hounslow and Heathrow Airport. It also provides the Group with a presence in a location in which it has sought property and fits well with the Group's other holdings. Linton House Business Centre is located on the Southbank close to No 1 Union Street, which the Group successfully refurbished and sold 3 years ago and its retained land holdings which, as is noted below, were sold for development after the year end. It is also close to two of the Group's other properties, the Great Guildford Business Centre and Surrey House. The Group has therefore a strong track record in this area. The centre has potential for expansion in time. Disposals Once again, headline profits have been assisted by profits of £1.0m realised on disposal of properties. Two disposals were completed during the year and two others contracted for sale with completion occurring shortly after the year end (so that they will be accounted for in the accounts for the year to 31 March 2005). The Group's interests in Kingsland Viaduct and Union Walk were sold to London Underground, its immediate landlord. These properties had been acquired in 1994 and 1996 under formulae by which the Group refurbished the railway arch accommodation in return for a share of the rental income that the properties generated. The Group spent £3.5m in total on these works and has had good income returns. London Underground had planned for the routing of its ELLX extension over the Viaduct. A change of plan to extend its use to regional as well as local passenger services resulted in the issue of a Compulsory Purchase Order (CPO) on the Viaduct to facilitate the major works necessary. Terms were agreed with London Underground for a sale of the properties which avoided the need for implementation of the CPO, but preserved the payment of compensation for the blight that the order had caused. The Group received £8.25m, £7.82m of which was in consideration for its property interests and reinvestment costs, the remainder of £0.43m being allocated to rental blight compensation which was taken to trading profit. The sale at £7.82m showed a £0.53m profit over book value and £4.2m surplus on original cost. The pre tax internal rate of return (IRR) over the holding period was 38%. The other sale completed in the year was of a plot of land acquired as part of the Group's Canalot Studios acquisition, made in January 2003. Under the terms of this acquisition the Group was not obliged to pay the £1.5m consideration for the land until January 2004. During the year the land was marketed and a deal concluded with Octavia Housing Association in February 2004 under the terms of which the land was sold on for £2.79m. This yielded £0.45m profit over book value at that stage, showing a surplus of £1.19m on original cost over the 39 day financial holding period. Shortly after the year end the Group disposed of its land at Hooley Lane, Redhill to Wimpey Homes for £10m. This land had been purchased at auction in 1997 for £0.96m and an overage payment obligation relating to development of the site was subsequently bought in 2001 for £1.3m. The original investment, which was let providing open storage space, showed a healthy return on cost rising from 13% on acquisition to in excess of 20%. Whilst managing the property and generating these returns the Group advanced proposals for the redevelopment of the land, securing a planning consent for residential accommodation. The property was valued at £9.9m in the Group's books at 31 March 2004 and so the sale will show a margin on book value of £0.1m, a surplus on cost of £7.27m and an IRR (pre tax) of 49%. The other post-balance sheet disposal was of the Group's land holdings in Union Street, Southwark (referred to in Acquisitions) which were retained following the successful sale of No 1 Union Street in December 2000. With a value of £0.65m attributed to them on acquisition, they have been sold for £1.88m (book value, £1.88m). This disposal, which shows a pre-tax IRR of 23%, will also be accounted for in the year to 31 March 2005. The option granted in respect of the Group's Payne Road properties was extended during the year. It is likely that these properties will be sold in the current year. Adding Value The Group's core activity is investment in, and the letting of, small-unit accommodation. As such, it is not a property development company but will, when appropriate, engage and work with partners in development activities to create additional value. During the year refurbishment projects were completed at Quality Court, Europa House and parts of Enterprise and the Leathermarket, with works at Barley Mow completing shortly after the year end in May. Works are continuing at the remainder of Enterprise and on a further extension at The Leathermarket with others due to start during the current year at Clerkenwell Workshops. In addition to these schemes proposals for alternative and mixed used schemes are being developed for the Group's Thurston Road, Greenheath, Wharf Road and Aberdeen Studios properties. At Quality Court, the Group refurbished the former Patent Office, which had been occupied latterly by the London School of Economics, to provide an 18,000 sq ft business centre targeted at providing small-unit space for smaller legal practices. The work was completed in October 2003 and, in a difficult market, was 15% let at 31 March 2004 (now 30% let). The internal areas of Europa were upgraded to provide more vibrant attractive 'funky' space. The project was very successful and immediately attracted significant tenant interest. It was completed in November 2003 and was 67% let by the year end. The first two stages of the Enterprise refurbishment (the works at Hatfield House and 52/54 Stamford Street) were completed in December 2003. The project has now progressed to 1/2 Hatfields where a reorganisation of the entrance areas and refurbishment of other areas is underway. At The Leathermarket a single storey extension of the Lafone House building has been completed (providing 3,300 sq ft) and a similar extension of Trowbridge House is in progress (providing a further 2,700 sq ft). At Barley Mow, a refurbishment of approximately 50% of the internal areas has been completed, including remodelling the reception and cafe. This will reinforce the centre as the premier business centre servicing the small business community in this part of West London. It will, through the internal reorganisation, provide a more attractive range of accommodation to customers. The Clerkenwell project again involves the refurbishment of the entire building and reconfiguration of internal areas. The property was purchased in a run-down state. These works will bring the standard of accommodation alongside those in the Group's other properties, providing an attractive offer to its SME customers. A one year programme of works is scheduled to commence in July 2004. Progress at Thurston Road has been slowed by the changing attitude of the planning authority. Planning consent has now been received for a mixed retail warehouse development/housing use of the site. However, the Council is now looking for an even more intensive use of the site. Whilst frustrating due to the delays it is causing, this should serve to enhance the value that the Group will finally extract from this site. Other mixed use redevelopment schemes are under consideration at Greenheath, Wharf Road and Aberdeen Studios. Each comprises the demolition of the existing properties to allow for a more intensive development of the site with a similar level of business space being supplemented by residential developments. In each case the Group anticipates securing new space in place of its older buildings together with cash consideration for the land released for residential development. In all these cases our proposals are under discussion with the respective planning authorities. Services The Group has continued its services offering to its customers through the year. These provide a useful supplement to core earnings, but their principal objective is to increase the attractiveness of the Workspace offering and maintain high levels of occupancy and rental income. At 31 March 2004 the Group supplied gas and electricity to customers at 993 units and had 688 business insurance customers. Energy turnover totalled £0.96m and insurance commission £0.40m in the year. During the year the Group negotiated arrangements for the transfer of its Vylan activity to a new joint venture with Centric Telecom Ltd. This move was precipitated by a change of ownership in Trams, the Group's previous partner in Vylan. However, it offered the Group the opportunity of linking up with Centric, whose core activity is to provide services similar to those provided by Vylan with the economies of scale afforded by linking networks. Customer take up increased through the year reaching 198 by 31 March 2004 (31 March 2003: 153). Acquisitions and Disposals 2003/2004 Acquisitions 2003/2004 -------------------------------------------------------------------------------- Name of Description Purchase Initial Actual Market rent Property Price Income at 31/03/04 £000 £000 £000 -------------------------------------------------------------------------------- Poplar Business 75,000 sq ft, Park, London E14 33 unit B1 estate 16,100 1,134 1,120 -------------------------------------------------------------------------------- Progress Way, 31,000 sq ft Croydon 19 unit B1 estate 3,380 260 277 -------------------------------------------------------------------------------- Lambeth Portfolio 169,460 sq ft, 15,530 1,056 1,314 (comprising 109 units in 7 Ellerslie Square, properties mainly Hardess Street, single storey light Hamilton Road, industrial Mahatma Gandhi, buildings Michael Manley, Rudolf Place and Zennor Road) -------------------------------------------------------------------------------- Atlas Business 153,800 sq ft 115 12,650 1,140 1,154 Centre, unit office and Staples Corner, industrial London estate NW2 -------------------------------------------------------------------------------- National 48,000 sq ft 40 4,000 320 391 Works, unit modern Hounslow industrial estate Linton House, 35,000 sq ft 4 18,500 769 789 London SE1 unit business centre -------------------------------------------------------------------------------- Total 60,160 4,679 5,045 Disposals 2003/2004 -------------------------------------------------------------------------------- Name of Property Disposal Price Exit Annual Income £000 £000 -------------------------------------------------------------------------------- Kingsland Viaduct/Union Walk E2 *8,250 **1,221 -------------------------------------------------------------------------------- Canalot Land, W10 2,790 - -------------------------------------------------------------------------------- Total 11,040 1,221 Notes * Of the total consideration of £8.25m, £430,000 of compensation was allocated against rental losses suffered due to a compulsory purchase order. This has been treated as trading income. ** The ownership structure for Kingsland Viaduct and Union Walk involved the pay away of approximately 45% of the gross income shown by way of ground rents. Financial Review Profits Trading profits before tax at £14.11m are 12.8% ahead of last year. In addition, profits on disposals yielded £1.01m (2003: £2.77m). Trading earnings per share increased by 2.0% to 61.3p. This improvement in earnings was dampened by an increased tax charge to normal levels after an exceptionally low charge reported last year. Elimination of the tax adjustment in respect of provisions for previous years made last year would have resulted in a higher, 29.5%, tax rate, which when applied to earnings would have resulted in trading earnings per share of 55p per share (making the increase to 61.3p this year an 11.5% uplift). The valuation surplus of £49.70m represents £3.10 per share, taking the net asset value at 31 March 2004 to £18.43 per share (2003: £15.10), an increase of 22.1%. This continues the unbroken pattern of growth delivered by the Group since its flotation in December 1993. -------------------------------------------------------------------------------- 2003/2004 2002/2003 Compound annual growth growth growth 1999 - 2004 -------------------------------------------------------------------------------- Improvement in Trading PBT 12.8% 9.1% 15.2% Improvement in Trading EPS 2.0% 13.8% 12.9% Improvement in dividends per share 10.3% 10.2% 10.3% Improvement in NAV 22.1% 11.6% 21.9% Overheads have reduced again as a percentage of turnover from 14.6% to 13.9% (2002: 15.3%). Net interest increased during the year by £2.52m. This increase was attributable to the borrowings arising from the acquisition and capital expenditure programme of £70m (net). Interest costs of £1.11m (2003: £0.56m) were capitalised during the year on properties in process of development. The Group considers that, with its careful focus on asset values underpinned by six-monthly independent valuations, its policy of capitalising interest presents no risk of overstatement of asset values. Taxation The effective rate of Corporation Tax in 2004 was 30.3% (2003: 22.7%). The effective rate excluding surpluses on property disposals was 30.4% (2003: 22.5%). Last year's charge was reduced by an adjustment to prior year tax provisions of £0.92m arising from the settlement of tax liabilities in previous years. Leaving aside disposals, the tax rate next year should remain in the order of 30%. Dividend A final dividend of 20.7p per share is proposed. The interim dividend was 10.3p per share, and so the total dividend proposed for the year is 31.0p (an increase of 10.3%). The dividends are covered 2.11 times (2003: 2.32 times ) by earnings, 1.97 times (2003: 2.17 times) if based on trading earnings only. Internal performance measures Internal benchmark comparison shows: Performance measures 2004 2003 2002 2001 2000 -------------------------------------------------------------------------------- Turnover per member of staff (£000) 332 314 294 272 277 Year-end investment in property per member of staff (£000) 4,092 3,261 2,984 2,581 2,340 Administration costs as a percentage of revenue 13.9% 14.6% 15.3% 13.8% 14.5% Total return on equity 26.2% 15.0% 20.6% 40.7% 36.9% Return on equity is computed by reference to pre-tax profits plus valuation surpluses/deficits divided by opening shareholders' funds (allowing for share capital increases during the year). Our target is to achieve a strong double digit return on equity year on year, and in due course (with expansion of the portfolio), to maintain administration costs as a percentage of revenue at below 12%. Financing Following the debt refinancing in 2002/3, the Group opened the year with £81m of undrawn committed facilities. During the year the Group's investment programme (£70m net expenditure) has been financed using these facilities. Negotiations for the next round of financing have started. It is proposed that the existing facility with National Westminster Bank (NatWest) be extended from £100m to £150m with the term of the entire facility being refreshed to a new five year period. The terms of this facility (principally a margin of 0.95% over LIBOR) and of the related overdraft facility (1.1% over base) remain unchanged. Preliminary discussions have been held with the Group's other lender, Bradford and Bingley Plc, with a view to a similar extension of its facility once the NatWest facility is utilised. This pattern of extending and renewing five-year term loans was described in last year's review. Through this approach, the Board considers the Group can access competitively priced funding on a flexible basis to match its cash demands for expansion. With regular reviews and renewals the maturity of these loans can be maintained in the 3 - 5 year range leaving flexibility should markets and circumstances change. The weighted average life of the Group's debt at 31 March 2004 was 3.2 years. At the year-end the Group's facilities and drawings thereon were: 2004 2004 2004 2003 Facility Amount Drawn % of Debt Drawn £m £m £m Debenture stock 19.5 19.5 6% 19.5 Convertible loan stock 2.9 2.9 1% 2.9 Bradford & Bingley loan 200.0 200.0 65% 160.0 NatWest property loan 100.0 84.5 28% 65.0 NatWest overdraft 2.5 1.3 - - Deposits - (1.3) - (3.6) ------------------------------------------------------------------------------- 324.9 306.9 100% 243.8 =============================================================================== The available resources of approximately £18m are equivalent to 3 months spend at the capital investment rate for 2003/04. However, immediately following the year end sales realising a further £12m were completed with others in the pipeline. Borrowings over recent years 2004 2003 2002 2001 2000 ------------------------------------------------------------------------------- % Fixed/hedged 59% 75% 77% 89% 93% Average interest rate (year end) 5.8% 5.8% 5.8% 7.0% 8.5% Interest cover 1.97 2.04 2.15 2.70 1.87 Trading Interest Cover 1.91 1.72 2.09 1.82 1.72 Year-end gearing % 101% 98% 81% 83% 104% Debt: Portfolio Value 49% 48% 43% 43% 49% Year end gearing increased marginally to 101% due to investment during the year, reduced by valuation surpluses. Both gearing and interest cover levels are within the levels historically set by the Board of 120% and 1.5 times. The debenture and convertible loan stock, which attract an average 11.3% interest charge, represent just 7% of total borrowings. The maturity of net debt at 31 March 2004 is shown below: - 2004 2003 2002 ------------------------------------------------------------------------------- Maturity of net debt % % % ------------------------------------------------------------------------------- Under 12 months - - 1% 1 - 5 years 99% 99% 34% 5 - 10 years 1% 1% 65% 10 years + - - - ------------------------------------------------------------------------------- Total 100% 100% 100% ------------------------------------------------------------------------------- At 31 March 2004 the average cost of floating rate funds was a margin of 0.94% over LIBOR or base rate (2003:0.94%). At 31 March 2004 secured borrowings were covered 1.83 times by the value of charged property (with a further £68.7m uncharged giving an overall cover of 2.06 times). Further details of debt facilities and borrowing policies are given in note 16 to the accounts. Balance Sheet and Cash Flow The principal changes in the balance sheet over the year arise from the Group's continued investment programme and the improved values of its assets. Investment properties totalled £626.06m (2003: £505.49m). This increase of £120.57m arose principally from the net investment of £70.15m during the year and the valuation surplus of £49.70m recorded at the end of the year. The new investment was financed principally by the increase in borrowings over the year of £63.1m; the balance arising from cash generated from operations. The Group's net current liabilities at 31 March 2004 were £22.82m (2003: £17.88m). Current liabilities include tenants' deposits in the form of advance rent payments and quarterly and monthly rents and service charge payments in advance amounting in aggregate to £10.5m (2003: £10.4m). The directors consider that in the normal course of business the majority of these liabilities are unlikely to require payment and properly form part of the working capital of the Group. Net cash inflow from operating activities at £31.6m (2003: £29.1m) improved, principally due to the contribution from newly acquired properties together with increased profitability from existing properties. International Financial Reporting Standards (IFRS) The Company will be obliged to report using IFRS for the financial year ending 31 March 2006, with its first IFRS based statements being for the quarter ending 30 June 2005. A conversion programme has been established and initial studies concerning this major change to financial reporting completed. Illustrative unaudited accounts have been prepared by reference to the principal standards giving rise to the most significant changes in the reporting of the Company's performance, your Board believes that, whilst publication of these draft unaudited statements alongside the current financial statements prepared under current UK GAAP (generally accepted accounting principles) may be misleading, it should provide some guidance on the impact of IFRS. It will therefore include these statements as part of its briefings to analysts and investors (details of which can be found on the Group's website www.workspacegroup.co.uk). Consolidated Profit and Loss Account for the year ended 31 March 2004 2004 2004 2004 2003 2003 2003 Notes Trading Other Total Trading Other Total Operations Items Operations Items £000 £000 £000 £000 £000 £000 Turnover - continuing operations 2 51,068 - 51,068 44,965 - 44,965 Rent payable and direct costs 2 (14,229) - (14,229) (12,944) - (12,944) ---------------------------------------------------------------------------------------------- Gross profit 36,839 - 36,839 32,021 - 32,021 Administrative expenses (7,145) - (7,145) (6,554) - (6,554) ---------------------------------------------------------------------------------------------- Operating profit 29,694 - 29,694 25,467 - 25,467 Surplus on disposal of investment properties 3 - 1,009 1,009 - 2,766 2,766 Interest receivable 4 45 - 45 173 - 173 Interest payable and similar charges 5 (15,628) - (15,628) (13,132) (1,861) (14,993) ---------------------------------------------------------------------------------------------- Profit on ordinary activities before taxation 14,111 1,009 15,120 12,508 905 13,413 Taxation on profit on ordinary activities 6 (4,284) (303) (4,587) (2,812) (234) (3,046) ---------------------------------------------------------------------------------------------- Profit on ordinary activities after taxation 9,827 706 10,533 9,696 671 10,367 Equity minority interests - - - - - - ---------------------------------------------------------------------------------------------- Profit for the financial year 9,827 706 10,533 9,696 671 10,367 Dividends 7 (4,981) - (4,981) (4,471) - (4,471) ---------------------------------------------------------------------------------------------- Retained profit for the year 4,846 706 5,552 5,225 671 5,896 ---------------------------------------------------------------------------------------------- Basic earnings per share 8 61.3p 4.4p 65.7p 60.1p 4.2p 64.3p Diluted earnings per share 8 59.7p 4.2p 63.9p 58.8p 4.0p 62.8p Statement of total recognised gains and losses 2004 2003 for the yearended 31 March 2004 £000 £000 Profit for the financial year 10,533 10,367 Unrealised surplus on revaluation of investment properties 49,699 19,701 Taxation on valuation surpluses realised on sale of properties (1,215) - ---------------------------------------------------------------------------------------------- Total recognised gains relating to the financial year 59,017 30,068 ============================================================================================== Note of historical cost profits and losses 2004 2003 for the year ended 31 March 2004 £000 £000 Reported profits on ordinary activities before taxation 15,120 13,413 Realisation of property revaluation gains/(losses) of previous years 4,408 15 Taxation on valuation surpluses realised on sale of properties (1,215) - ---------------------------------------------------------------------------------------------- Historical cost profit on ordinary activities before taxation 18,313 13,428 ============================================================================================== Historical cost profit for the year retained after taxation and dividends 8,745 5,911 ============================================================================================== Profit and earnings per share on trading operations are stated before profit on property disposals and other non-recurring items. BALANCE SHEETS As at 31 March 2004 Group Group Company Company 2004 2003 2004 2003 Notes £000 £000 £000 £000 Fixed assets Tangible assets Investment properties 9 626,060 505,490 18,355 13,535 Other fixed assets 10 3,654 3,866 217 197 Shares in subsidiary undertakings - - 24 24 Investment in own shares 11 6,206 6,234 6,206 6,234 -------------------------------------------------------------------------------- 635,920 515,590 24,802 19,990 Current assets Debtors 12 6,795 7,386 207,494 194,915 Investments 13 1,150 3,109 - - Cash at bank and in hand 181 456 - - -------------------------------------------------------------------------------- 8,126 10,951 207,494 194,915 Creditors: amounts falling due within one year 14 (30,942) (28,835) (96,367) (85,125) Net current (liabilities)/assets (22,816) (17,884) 111,127 109,790 -------------------------------------------------------------------------------- Total assets less current liabilities 613,104 497,706 135,929 129,780 Creditors: amounts falling due after more than one year (including Convertible Loan Stock) 15/16 (305,756) (245,990) (22,400) (22,400) Provision for liabilities and charges 17 (5,483) (4,107) (1,263) (1,086) -------------------------------------------------------------------------------- 301,865 247,609 112,266 106,294 ================================================================================ Capital and reserves Called up share capital 1,673 1,668 1,673 1,668 Share premium account 42,912 42,697 42,912 42,697 Revaluation reserve 209,565 164,274 4,336 1,115 Profit and loss account 47,715 38,970 63,345 60,814 Shareholders' funds - equity interests 301,865 247,609 112,266 106,294 Equity minority interests - - - - -------------------------------------------------------------------------------- Capital employed 301,865 247,609 112,266 106,294 ================================================================================ Net asset value per share 8 £18.43 £15.10 Diluted net asset value per share 8 £17.72 £14.61 The financial statements were approved by the Board of Directors on 11 June 2004 H Platt R M Taylor Directors CASH FLOW STATEMENT for the year ended 31 March 2004 Notes 2004 2003 To Cashflow £000 £000 Net cash inflow from operating activities 1 31,615 29,112 Returns on investments and servicing of finance 2 (15,692) (13,454) Taxation (4,110) (2,372) Net capital expenditure 2 (70,155) (75,225) Equity dividends paid (4,952) (4,227) -------------------------------------------------------------------------------- Net cash outflow before use of liquid resources and financing (63,294) (66,166) Management of liquid resources 2 1,959 2,334 Financing 2 59,720 66,715 -------------------------------------------------------------------------------- Net cash (outflow)/inflow 3 (1,615) 2,883 ================================================================================ Reconciliation of net cash flow to movement in net debt (Decrease)/increase in cash (1,615) 2,883 Decrease in liquid resources (1,959) (2,334) Outflow from movements in debt financing (59,766) (66,907) -------------------------------------------------------------------------------- Changes in net debt resulting from cash flows 3 (63,340) (66,358) Net debt at 1 April 2003 (242,425) (176,067) -------------------------------------------------------------------------------- Net debt at 31 March 2004 (305,765) (242,425) ================================================================================ Notes to the Cash Flow Statement for the year ended 31 March 2004 2004 2003 £000 £000 1. Reconciliation of operating profit to operating cash flows Operating profit 29,694 25,467 Depreciation charges 585 742 Profit on sale of tangible fixed assets - (3) Decrease in debtors 56 1,339 Increase in creditors 1,280 1,567 -------------------------------------------------------------------------------- 31,615 29,112 ================================================================================ 2. Analysis of cash flow: Notes 2004 2003 To cashflow £000 £000 Returns on investments and servicing of finance Interest received 45 191 Interest paid (including financing costs) (15,737) (13,645) -------------------------------------------------------------------------------- Net cash outflow (15,692) (13,454) ================================================================================ Capital expenditure Purchase of tangible fixed assets (81,934) (73,192) Net distribution/(purchase) of own shares 28 (5,219) Sale of tangible fixed assets 11,751 3,037 Grants received - 149 -------------------------------------------------------------------------------- Net cash outflow (70,155) (75,225) ================================================================================ Management of liquid resources Decrease in short term deposits 3 1,959 2,334 -------------------------------------------------------------------------------- Net cash inflow 1,959 2,334 ================================================================================ Financing Issue of ordinary share capital 220 687 Drawdown of Bank Loans 3 59,500 180,500 Repayment of securitised loan - (114,472) -------------------------------------------------------------------------------- Net cash inflow 59,720 66,715 ================================================================================ 3. Analysis of Net Debt At 1.4.03 Cash Flow Non-cash Items At 31.3.04 £000 £000 £000 £000 Cash at bank and in hand 456 (275) - 181 Bank overdrafts - (1,340) - (1,340) -------------------------------------------------------------------------------- 456 (1,615) - (1,159) -------------------------------------------------------------------------------- Debt due after one year: 11% Convertible Loan Stock (2,900) - - (2,900) 11.125% First Mortgage Debenture (12,500) - - (12,500) 11.625% First Mortgage Debenture (7,000) - - (7,000) Bank loans (225,000) (59,500) - (284,500) Less cost of raising finance 1,410 *94 (360) 1,144 -------------------------------------------------------------------------------- (245,990) (59,406) (360) (305,756) -------------------------------------------------------------------------------- Short term deposits 3,109 (1,959) - 1,150 -------------------------------------------------------------------------------- Total (242,425) (62,980) (360) (305,765) ================================================================================ * Included within interest paid Notes to the Financial Statements for the year ended 31 March 2004 1. Basis of Preparation The audited financial information contained in this preliminary announcement report does not comprise statutory accounts within the meaning of Section 240 of the Companies Act 1985. The figures in this preliminary announcement have been prepared under generally accepted accounting policies in the United Kingdom. The accounting policies adopted are those set out in the Annual Report and Accounts for the year ended 31 March 2003. 2. Segmental Analysis 2004 2003 Gross Gross Turnover Costs Profit Turnover Costs Profit £000 £000 £000 £000 £000 £000 Rental income 39,504 (800) 38,704 35,667 (934) 34,733 Service charges and other recoveries 9,059 (13,033) (3,974) 7,410 (11,311) (3,901) Services, fees, commissions and sundry income 2,505 (396) 2,109 1,888 (699) 1,189 ------------------------------------------------------------------------------------------ 51,068 (14,229) 36,839 44,965 (12,944) 32,021 ------------------------------------------------------------------------------------------ The Group operates a single business which is continuing and occurs wholly in the United Kingdom. 3. Surplus on Disposal of Investment Properties The profit arising on the sale of properties is calculated by reference to the book value at the date of sale. Book value comprises the valuation as at 31 March 2003 plus additions at cost since that date. Proceeds from the sale of investment properties totalled £10,637,000. Book value of these assets plus costs of sale totalled £9,628,000 yielding a surplus of £1,009,000. During the year the Group disposed of its interests in Kingsland Viaduct and Union Walk which were subject to a compulsory purchase order (CPO). The consideration received of £8.25m included £0.78m in respect of compensation for blight (loss of income due to the CPO) and reinvestment compensation. Of this sum £0.35m has been treated as reinvestment compensation and added to the £7.47m consideration for the land interests (and included in the £10,637,000 referred to above). The remaining £0.43m has been treated as trading income, being compensation for income that might otherwise have been received. 4. Interest Receivable The following amounts were earned during the year: 2004 2003 £000 £000 Short term deposits 30 106 Other 15 67 -------------------------------------------------------------------------------- 45 173 ================================================================================ 5. Interest Payable and Similar Charges The following amounts were payable during the year: 2004 2003 £000 £000 11% Convertible Loan Stock 2011 319 361 11.125% First Mortgage Debenture Stock 2007 1,391 1,391 11.625% First Mortgage Debenture Stock 2007 814 814 Mortgage interest on securitised loan not wholly repayable within five years* - 1,884 Bank and other interest on amounts wholly repayable within five years* 14,210 9,241 Finance costs written off - 1,861 -------------------------------------------------------------------------------- 16,734 15,552 Interest capitalised on development properties (1,106) (559) -------------------------------------------------------------------------------- Charged to profit and loss account 15,628 14,993 ================================================================================ *Includes amortisation of cost of raising finance £359,700 (2003: £343,100) 6. Taxation 2004 2003 £000 £000 Current tax: UK corporation tax on profit for the year 3,534 3,225 Adjustment in respect of previous periods (323) (921) -------------------------------------------------------------------------------- Total current tax 3,211 2,304 Deferred tax: Origination and reversal of timing differences 1,376 742 -------------------------------------------------------------------------------- Taxation on profit on ordinary activities 4,587 3,046 ================================================================================ Timing differences are mainly in respect of capital and industrial building allowances and capitalised interest. Of the total charge for the year £303,000 (2003: £792,300) related to exceptional items (arising from profits on property sales) as disclosed on the face of the Profit and Loss Account. The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The differences are explained below: - 2004 2003 £000 £000 Profit on ordinary activities before taxation 15,120 13,413 -------------------------------------------------------------------------------- Profit on ordinary activities at standard rate of corporation tax in the UK of 30% (2003: 30%) 4,536 4,024 Capital allowances in excess of depreciation (746) (485) Expenses not deductible for tax purposes 26 17 Interest capitalised (332) (178) Other timing differences 61 (107) Capital gains adjustments 1,215 (46) Capital gains charged direct to reserves (1,215) - Reductions due to application of small companies rate (11) - Adjustment in respect of previous periods (323) (921) -------------------------------------------------------------------------------- 3,211 2,304 ================================================================================ 7. Dividends 2004 2003 £000 £000 Interim dividend of 10.3p (2003 - 7.5p) per Ordinary Share 1,653 1,193 Proposed final dividend of 20.7p (2003 - 20.6p) per Ordinary Share 3,321 3,292 Under/(Over) provision in prior year 7 (14) -------------------------------------------------------------------------------- 4,981 4,471 The interim dividend was paid on 2 February 2004 and the proposed final dividend is payable on 2 August 2004 to shareholders on the register at the close of business on 2 July 2004. 8. Earnings Per Share and Net Assets Per Share The following table shows a reconciliation of profit used in calculating earnings per share: Profit Earnings per share 2004 2003 2004 2003 £000 £000 pence pence Profit for the year attributable to shareholders 10,533 10,367 65.7 64.3 Non trading other items (706) (671) (4.4) (4.2) -------------------------------------------------------------------------------- Profit for the year attributable to shareholders used for calculating trading earnings per share 9,827 9,696 61.3 60.1 ================================================================================ Reconciliation of profit used in calculating diluted earnings per share: Profit Earnings per share 2004 2003 2004 2003 £000 £000 pence pence Profit for the year attributable to shareholders used for calculating basic earnings per share 10,533 10,367 Interest saving net of taxation on 11% Convertible Loan Stock 223 223 -------------------------------------------------------------------------------- Profit for the year attributable to shareholders used in calculating the underlying diluted earnings per share 10,756 10,590 63.9 62.8 Non trading other items (706) (671) (4.2) (4.0) Profit for the year attributable to shareholders used in calculating the diluted trading earnings per share 10,050 9,919 59.7 58.8 The following table shows a reconciliation of the weighted average number of shares used for calculating the basic and diluted earnings per share: 2004 2003 Used for calculating basic earnings per share 16,021,462 16,119,277 (excludes 689,666 held in the ESOT) Dilution due to Share Option Scheme 227,276 158,075 Dilution due to Convertible Loan Stock 580,000 580,000 Used for calculating diluted earnings per share 16,828,738 16,857,352 Net assets per share have been calculated by dividing net assets of £301,865,000 (2003: £247,609,000) less investment in own shares of £6,205,600 by 16,044,145 (2003: 15,982,233) being the number of shares in issue at 31st March 2004 less investment in own shares of 689,666 (2003: 695,842). Non-trading other items in both years comprise profits on disposal of investment properties less (in 2003) previously capitalised finance charges written off on refinancing loans. Diluted net assets per share have been calculated by dividing net assets less investment in own shares (as above) plus £2,900,000 (2003: £2,900,000) for the conversion of the Convertible Loan Stock by the number of shares as below: 2004 2003 Shares in issue at year-end 16,733,811 16,678,075 Less ESOT shares (689,666) (695,842) Dilution due to Convertible Loan Stock 580,000 580,000 Dilution due to Share Option Scheme 227,276 158,075 -------------------------------------------------------------------------------- 16,851,421 16,720,308 ================================================================================ 9(a) Investment Properties-Group Mainly Long Short Freehold Freehold Leasehold Leasehold Total £000 £000 £000 £000 £000 Balance at 1 April 2003 377,935 71,060 56,495 - 505,490 Additions during the year 58,302 4,841 16,583 - 79,726 Disposals during the year (2,313) - (7,184) - (9,497) Reclassification from other fixed assets 589 53 - - 642 Revaluation during the year 34,797 9,921 4,981 - 49,699 ----------------------------------------------------------------------------------------- Balance at 31 March 2004 469,310 85,875 70,875 - 626,060 ========================================================================================= The historical cost of investment properties: Balance at 31 March 2003 249,443 48,605 42,417 7 340,472 ========================================================================================= Balance at 31 March 2004 307,040 53,503 55,489 7 416,039 ========================================================================================= The directors are advised that the value of the properties at 31 March 2004 was not less than their book cost (see Note 9(b)). Properties classified as Mainly Freehold are those where the majority of the estate is owned freehold but where an element of the Group's interest is held leasehold. Additions during the year are stated net of grants receivable - £nil (2003 - £139,800) and include capitalised interest, gross of tax element, of £1,106,000 (2003: £559,000). 9 (b) Valuation The Group's investment properties were valued by CB Richard Ellis, Chartered Surveyors, at 31 March 2004 on the basis of open market value and in accordance with the guidance notes issued by the Royal Institution of Chartered Surveyors. The valuation at that date amounted to £628,485,000 (2003 - £507,690,000). This included £400,000 (2003: £300,000) in respect of the Company's short leasehold interest (expiring 11 February 2011) in the Alpha Business Centre, Walthamstow. For accounts purposes, as the unexpired term of the leasehold interest in Alpha Business Centre is less than 20 years, the valuation of the property has been retained at a nominal £1. The adjustment from the valuation total to the accounts total may be reconciled as follows: - 2004 2003 £000 £000 Total per CBRE valuation report 628,485 507,690 Alpha (400) (300) Magenta House (Fixed Asset) (2,025) (1,900) -------------------------------------------------------------------------------- Total per Accounts 626,060 505,490 ================================================================================ 10. Other Fixed Assets - Group Freehold Motor Equipment Property Vehicles and Fixtures Total Cost £000 £000 £000 £000 Balance at 1 April 2003 2,146 20 4,620 6,786 Additions during the year 189 14 812 1,015 Disposals during the year - (9) - (9) Reclassifications 13 - (977) (964) ---------------------------------------------------------------------------------------- Balance at 31 March 2004 2,348 25 4,455 6,828 ======================================================================================== Depreciation Balance at 1 April 2003 33 20 2,867 2,920 Charged during the year 36 1 548 585 Disposals during the year - (9) - (9) Reclassifications - - (322) (322) ---------------------------------------------------------------------------------------- Balance at 31 March 2004 69 12 3,093 3,174 ======================================================================================== Net book value 31 March 2004 2,279 13 1,362 3,654 ======================================================================================== Net book value 31 March 2003 2,113 - 1,753 3,866 ======================================================================================== The reclassifications are to investment properties and freehold property. Included in freehold property is land at cost of £500,000 (2003: £500,000) 11. Investment in Own Shares The Company has established an Employee Share Ownership Trust (ESOT) to purchase shares in the market for distribution at a later date in accordance with the terms of the 1993 and 2000 Executive Share Option Schemes. The shares are held by an independent trustee and the rights to dividend on the shares have been waived. During the year the Trust transferred 6,176 shares to employees on exercise of options. At 31 March 2004, the number of shares held by the Trust totalled 689,666 (2003: 695,842) with a nominal value of £68,967 (2003: £69,584) and the book value of the shares amounted to £6,205,600 (2003: £6,233,500). The shares, whilst legally not the property of the Company, have been included in fixed asset investments. At 31 March 2004 the market value of the shares held by the Trust was £10,879,481. 688,530 shares held by the trust are subject to option awards. 12. Debtors Group Company 2004 2003 2004 2003 £000 £000 £000 £000 Amounts falling due within one year: Trade debtors 4,765 6,294 - - Amounts owned by subsidiary undertakings - - 201,997 193,616 Deposits on investment acquisitions 464 - - - Taxation and social security 4 37 - - Corporation tax - payment on account - - 5,497 1,299 Prepayments and accrued income 1,562 1,055 - - -------------------------------------------------------------------------------- 6,795 7,386 207,494 194,915 ================================================================================ 13. Investments Investments of £1,150,000 (2003 - £3,109,000) comprise short-term deposits of £nil (2003: £2,000,000) with an original maturity date of less than three months and other deposits, being tenants security deposits, of £1,150,000 (2003: £1,109,000). 14. Creditors: Amounts falling due within one year Group Company 2004 2003 2004 2003 £000 £000 £000 £000 Bank loan and overdraft (secured) 1,340 - - - Trade creditors 1,902 3,026 - - Amounts owed to subsidiary undertakings - - 92,966 81,696 Corporation tax payable 2,242 1,925 - - Taxation and social security 1,757 1,946 - - Tenants' deposits 5,461 5,154 - - Accruals 9,884 8,231 80 137 Deferred income-rent and service charges 5,035 5,261 - - Dividends 3,321 3,292 3,321 3,292 -------------------------------------------------------------------------------- 30,942 28,835 96,367 85,125 ================================================================================ 15. Creditors: Amounts falling due after more than one year Group Company 2004 2003 2004 2003 Long-term borrowings consist of: £000 £000 £000 £000 Unsecured: 11% Convertible Loan Stock 2011 2,900 2,900 2,900 2,900 Secured: 11.125% First Mortgage Debenture Stock 2007 12,500 12,500 12,500 12,500 11.625% First Mortgage Debenture Stock 2007 7,000 7,000 7,000 7,000 Other secured loans 283,356 223,590 - - -------------------------------------------------------------------------------- 305,756 245,990 22,400 22,400 ================================================================================ The secured loans are secured on properties with values totalling £559,755,000. Interest on the Debenture Stocks is payable on 31 March and 30 September each year. Interest on the 11% Convertible Unsecured Loan Stock 2011 is payable on 30 June and 31 December each year. Other secured loans include a loan of £200,000,000 carrying an interest rate of 0.94% over LIBOR and repayable in July 2007 and a loan totalling £84,500,000 carrying an interest rate margin of 0.95% over LIBOR repayable in March 2007. Workspace Holdings Ltd holds an interest rate collar on £107.9m which has a cap of 8% and a floor of 4.5% each until 15 July 2009. Workspace 2 Ltd holds an interest rate collar on £50m which has a cap of 7.5% and a floor of 4.55% each until April 2007. The 11% Convertible Unsecured Loan Stock 2011 holders have the option to convert in each year on the basis of one ordinary share for every £5 of stock held. Loans totalling £2,900,000 (2003: £2,900,000) have a maturity of five years or more (see note 16). 16. Borrowings and Financial Instruments (i) Policies The Group finances its operations through a mixture of retained profits and borrowings. The Group borrows at both fixed and floating rates of interest and then uses interest rate swaps and caps to generate the desired interest and risk profile. Details of the interest rate collars held by the Group to manage interest rate exposures are given in note 15. No premium payment was made for either of these collars. However, the £107.9m collar is financed by a 0.22% adjustment to the interest rate margin paid on the borrowings. The Group's policy is to fix or cap interest rates on at least 50% of its borrowings. At the year-end 7% (2003: 9%) of the Group's borrowings were fixed with a further 52% (2003: 66%) subject to a collar. Last year the Board reviewed the Group's policy with regard to maturity of its debt. It was recognised that over recent years its bank loan facilities, whilst of a longer term, invariably did not run for the full term. It was agreed therefore that on re-negotiating these facilities a shorter five year term was appropriate. It is anticipated that these facilities will be renewed during this term, increasing the facility amount and renewing the facility period. At 31 March 2004 the weighted average life of the Group's bank loan facilities was 3.2 years and 99% of the Group's total debt had a maturity of 1 - 5 years. The Group has taken advantage of the exemption for disclosure of short-term debtor and creditor balances. (ii) Financial Assets All of the Group's financial assets are denominated in sterling. The interest rate profile at 31 March 2004 was: 2004 2003 £000 £000 Cash at bank and in hand (no interest) 181 456 Fixed rate short term deposits - 2,000 Floating rate short term deposits 1,150 1,109 -------------------------------------------------------------------------------- 1,331 3,565 ================================================================================ (iii) Financial Liabilities All of the Group's financial liabilities are denominated in sterling. The interest rate profile of the Group's financial liabilities at 31 March 2004 was: 2004 2003 £000 £000 Floating rate financial instruments 285,840 225,000 Fixed rate financial liabilities 22,400 22,400 -------------------------------------------------------------------------------- 308,240 247,400 ================================================================================ As noted above (note 15) the Group has the benefit of interest rate collars operating in respect of each of its principal bank loan facilities. For its fixed rate financial liabilities: Weighted average interest rate 11.3% Weighted average period fixed 3.5 years Floating rate financial liabilities comprise bank loans that bear interest at rates based upon 1, 3, 6 or 12 month LIBOR. The average margin on these borrowings at 31 March 2004 was 0.94%. (iv) Maturity of Financial Liabilities A maturity analysis of loans is shown below: Group Company 2004 2003 2004 2003 £000 £000 £000 £000 Less than one year 1,340 - - - Between one year and two years - - - - Between two years and three years - - - - Between three years and four years 304,000 - 19,500 - Between four years and five years - 244,500 - 19,500 In five years and more 2,900 2,900 2,900 2,900 --------------------------------------------------------------------------------- 308,240 247,400 22,400 22,400 ================================================================================= Less cost of raising finance (1,144) (1,410) - - 307,096 245,990 22,400 22,400 ================================================================================= Cost of raising finance is being amortised over 5 years. (v) Borrowing Facilities At 31 March 2004 the Group had undrawn borrowing facilities of £16,841,700 (2003: £42,200,000) which conditions precedent had been met. Of the total undrawn facilities £1,341,700 (2003: £2,500,000) had a maturity of less than 12 months with the remainder having a maturity of in excess of two years. (vi) Fair Value of Financial Assets and Liabilities Book and fair values of financial assets and liabilities are: 2004 2003 2004 2003 Book Value Fair Value Book Value Fair Value £000 £000 £000 £000 Primary Financial Instruments Short term liabilities (1,340) (1,340) - - Long term borrowing (305,756) (312,196) (245,990) (251,093) Financial assets 1,331 1,331 3,565 3,565 Derivative Financial Instruments Interest rate cap/collar/swaps 206 (2,639) 244 (6,724) ---------------------------------------------------------------------------------------------- (305,559) (314,844) (242,181) (254,252) ============================================================================================== The fair value of the interest rate cap/collar/swaps have been determined by reference to market prices and discounted expected cash flows at prevailing interest rates. All other fair values have been calculated by discounting expected cash flows at prevailing interest rates. The total fair value adjustment equates to 57.9p per share (2003: 75.5p) (30.2p (2003: 59.3p) based on diluted share capital). 17. Provision for Liabilities and Charges Group Company 2004 2003 2004 2003 £000 £000 £000 £000 Deferred Taxation: Balance at 1 April 2003 4,107 3,365 1,086 1,252 Deferred tax charge/(credit) for the year 1,376 742 177 (166) -------------------------------------------------------------------------------- Balance at 31 March 2004 5,483 4,107 1,263 1,086 ================================================================================ The provision for deferred tax comprises: Accelerated capital allowances 4,763 3,677 985 806 Capitalised interest 777 474 296 296 Other short term timing differences (57) (44) (18) (16) -----------------------------------------------------------------=============== 5,483 4,107 1,263 1,086 ================================================================================ If the investment properties were sold for their revalued amounts there would be a potential liability to corporation tax of £51,293,000 (2003: £39,986,000). In accordance with FRS 19 no provision has been made for these amounts. 18. Post Balance Sheet Events Following the year end the sales of Hooley Lane, Redhill and the Union Street sites were completed for consideration of £10.0m and £1.88m respectively. On 7 April 2004 the Group completed the purchase of the Quadrangle, a 26,000 sq ft business centre located in Fulham SW6 for a consideration of £4.64m. This information is provided by RNS The company news service from the London Stock Exchange
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