Final Results - Part 2
Workspace Group PLC
25 June 2001
PART 2
Notes to the Cash Flow Statement
for year ended 31 March 2001
2001 2000
£000 £000
1. Reconciliation of operating profit to operating cash flows
Operating profit 20,976 17,453
Depreciation charges 524 485
Profit on sale of tangible fixed assets (38) (4)
Increase in debtors (202) (2,476)
Increase in creditors 1,533 4,725
_______ _______
22,793 20,183
_______ _______
Notes 2001 2000
2. Analysis of cash flow: To cashflow £000 £000
Returns on investments and servicing of
finance
Interest received 391 239
Interest paid (12,762) (9,967)
Movement in cost of raising finance - (1,927)
_______ _______
Net cash outflow (12,371) (11,655)
Capital expenditure
Purchase of tangible fixed assets (48,436) (91,731)
Sale of tangible fixed assets 35,442 6,576
Grants Received - 130
_______ _______
Net cash outflow (12,994) (85,025)
Management of liquid resources
Decrease/(Increase) in short term deposits 3 6,051 (9,092)
_______ _______
Net Cash inflow/(outflow) 6,051 (9,092)
_______ _______
Financing
Issue of ordinary share capital 898 131
Mortgage on freehold property 3 516 117,459
Drawdown of Bank Loan 3 3,103 18,397
Repayment of Mortgage 3 - (42,960)
_______ _______
Net cash inflow 4,517 93,027
_______ _______
3. Analysis of Net Debt
At Cash At At Cash At
1.4.00 Flow 31.3.01 1.4.99 Flow 31.3.00
£000 £000 £000 £000 £000 £000
Cash at bank
and in hand 201 5 206 2 199 201
Bank Overdrafts (3,322) 1,478 (1,844) (4,726) 1,404 (3,322)
______ ______ ______ ______ ______ ______
(3,121) 1,483 (1,638) (4,724) 1,603 (3,121)
______ ______ ______ ______ ______ ______
Debt due within
one year:
Securitised Loan (2,529) (269) (2,798) - (2,529) (2,529)
Less Cost of Raising
Finance 340 (53) 287 340 340
Debt due after
one year:
11% Convertible
Unsecured Loan (4,040) - (4,040) (4,040) - (4,040)
11.125% First
Mortgage Debenture (12,500) - (12,500) (12,500) - (12,500)
11.625% First
Mortgage Debenture (7,000) - (7,000) (7,000) - (7,000)
Mortgage: Lombard
North Central - - - (2,960) 2,960 -
Mortgage:
Bradford & Bingley
Building Society - - - (30,000) 30,000 -
Bristol & West
Building Society - - - (10,000) 10,000 -
Securitised Loan (114,930) (247)(115,177) - (114,930) (114,930)
Bank Loan (18,397) (3,103) (21,500) - (18,397) (18,397)
Less Cost of
raising of finance 2,022 (176) 1,846 435 1,587 2,022
______ ______ ______ ______ ______ ______
(157,034) (3,848)(160,882) (66,065) (90,969) (157,034)
______ ______ ______ ______ ______ ______
Short term
deposits 11,424 (6,051) 5,373 2,332 9,092 11,424
______ ______ ______ ______ ______ ______
Total (148,731) (8,416)(157,147) (68,457) (80,274) (148,731)
______ ______ ______ ______ ______ ______
Notes to the Accounts
for the year ended 31 March 2001
1. Basis of Preparation
The audited financial information contained in this preliminary announcement
report does not comprise statutory accounts with 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 2000 which includes the unqualified report of the auditors
and which have been filed with the Registrar of Companies.
2. Segmental Analysis
2001 2000
Gross Gross
Turnover Costs Profit Turnover Costs Profit
£000 £000 £000 £000 £000 £000
Rental income 28,534 (946) 27,588 23,397 (802) 22,595
Service charges
and other recoveries 6,194 (9,047) (2,853) 4,609 (6,098) (1,489)
Services, fees,
commissions and sundry 1,494 (265) 1,229 1,311 (709) 602
income
______ ______ ______ ______ ______ ______
36,222 (10,258) 25,964 29,317 (7,609) 21,708
______ ______ ______ ______ ______ ______
All business in the Group was continuing and occurred 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 2000 plus additions at cost since that date. Proceeds from the sale of
investment properties totalled £35,593,000. Book value of these assets plus
costs of sale totalled £25,530,000 yielding a surplus of £10,063,000.
4. Interest Receivable
2001 2000
The following amounts were earned during the year £000 £000
Short term deposits 374 230
Other 44 15
______ ____
418 245
5. Interest Payable
2001 2000
The following amounts were payable during the year: £000 £000
11% Convertible Loan Stock 2011 444 444
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 8,922 7,464
within five years*
Bank and other interest on amounts wholly repayable within five 1,501 995
years
_____ ______
13,072 11,108
Interest capitalised on development properties (1,138) (742)
______ ______
Charged to profit and loss account 11,934 10,366
______ ______
*Net of amortisation of cost of raising finance £352,000 (2000: £617,000).
6. Taxation
2001 2000
£000 £000
Corporation tax at 30% (2000- 30%) 6,219 2,238
Prior year adjustment 82 -
________ ________
6,301 2,238
________ ________
The taxation charge for the year ended 31 March 2001 was £6,219,000
representing an effective rate of 31.9% (2000 - 25.5%). Effective tax rate
excluding property disposals amounted to 25.7% (2000: 24.3%).
The increase in the rate of taxation is due principally to lower availability
of capital and industrial building allowances on new acquisitions.
7. Dividends
2001 2000
£000 £000
Interim dividend of 6.5p (2000 - 6.0p) per Ordinary Share 1,070 941
Proposed final dividend of 16.6p (2000 - 15.0p) per Ordinary 2,653 2,357
Share
________ ________
3,723 3,298
The interim dividend was paid on 1 February 2001 and the proposed final
dividend is payable on 1 August 2001 to shareholders on the register at the
close of business on 6 July 2001.
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
2001 2000 2001 2000
£000 £000 pence pence
Profit for the year attributable to shareholders 13,222 6,523 83.2 41.6
Other items (6,272) (217)(39.5) (1.4)
_______ _____ ______ ______
Profit for the year attributable to
shareholders used for 6,950 6,306 43.7 40.2
calculating earnings per share excluding other items
Reconciliation of profit used in calculating diluted earnings per share
Profit Earnings
per share
2001 2000 2001 2000
£000 £000 pence pence
Profit for the year attributable to shareholders used 13,222 6,523
for calculating basic earnings per share
Interest saving net of taxation on 11% Convertible Loan 311 311
Stock
_______ _______
Profit for the year attributable to shareholders used 13,533 6,834 79.9 41.0
in calculating the underlying diluted earnings per
share
Other items (6,272) (217)(37.0) (1.3)
_______ _____ ____ ____
Profit for the year attributable to shareholders used 7,261 6,617 42.9 39.7
in calculating the diluted earnings per share excluding
other items
_______ _____ ____ ____
The following table shows a reconciliation of the weighted average number of
shares used for calculating the basic and diluted earnings per share.
2001 2000
£000 £000
Used for calculating basic earnings per share 15,890,584 15,684,658
Dilution due to Share Option Scheme 244,256 166,574
Dilution due to Convertible Loan Stock 808,000 808,000
_______ _______
Used for calculating diluted earnings per share 16,942,840 16,659,232
_______ _______
Net assets per share have been calculated by dividing net assets of £
191,578,000 less investment in own shares of £1,015,000 (2000: £143,018,000)
by 15,979,510 (2000: 15,713,815) being the number of shares in issue at 31st
March 2001 less investment in own shares of 200,000. Other items in the
current year comprise profits on disposal of investment properties (2000:
profits on sale of investment properties less costs associated with redemption
of loans).
9 (a). Investment Properties-Group
Freehold Mainly Long Short Total
Freehold Leasehold Leasehold
£000 £000 £000 £000 £000
Balance at 1 April 2000 208,488 48,335 47,425 - 304,248
Additions during the year 42,377 2,814 3,701 - 48,892
Disposals during the year (25,288) - - - (25,288)
Revaluation during the year 31,336 6,383 954 - 38,673
_______ _______ _______ _______ _______
Balance at 31 March 2001 256,913 57,532 52,080 - 366,525
_______ _______ _______ _______ _______
The historical cost of
investment properties
Balance at 1 April 2000 134,904 45,750 36,725 7 217,386
_______ _______ _______ _______ _______
Balance at 31 March 2001 154,788 48,564 40,426 7 243,785
_______ _______ _______ _______ _______
The directors are advised that the value of the properties at 31 March
2001 was not less than their book cost (see Note 9(b) ).
Additions during the year are stated net of £100,000 relating to grants
receivable (2000 - £129,800) and include capitalised interest, gross of
tax element, of £1,138,000.
9(b) Valuation
The Group's investment properties were valued by Insignia Richard Ellis,
Chartered Surveyors, at 31 March 2001 on the basis of open market existing
use value and in accordance with the guidance notes issued by the Royal
Institution of Chartered Surveyors. The valuation at that date amounted to
£366,875,000 (2000 - £312,385,000) including £350,000 (2000: £350,000) 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. After this adjustment the aggregate valuation for accounts
purposes is £366,525,000 (2000 - £304,248,000).
10. Debtors
Group Company
2001 2000 2001 2000
£000 £000 £000 £000
Amounts falling due within one year:
Trade debtors 3,202 3,175 - -
Amounts owed by subsidiary undertakings - - 120,785 118,400
Prepayments and accrued income 1,792 1,594 - -
Deposits on investment acquisitions 571 240 - -
Deposit on investment disposal 50 - - -
Taxation and social security 42 - - -
Corporation Tax - payment on account - - 4,996 1,311
________ ________ ________ ________
5,657 5,009 125,781 119,711
________ ________ ________ ________
Amounts falling due after one year:
Advance Commissions 187 227 - -
________ ________ ________ ________
Total Debtors 5,844 5,236 125,781 119,711
11. Investments
Investments of £5,373,000 (2000 - £11,424,000) comprise short-term deposits
with an original maturity date of less than 3 months. £5,373,000 comprised
deposits held short-term for debt service and other costs under the
securitised loan facility with WestLB of £2,785,000 and other deposits of £
2,588,000.
12. Creditors: Amounts falling due within one year
Group Company
2001 2000 2001 2000
£000 £000 £000 £000
Secured mortgage borrowings (Note 13) 2,511 2,189 - -
Bank Loan and overdraft (secured) 1,844 3,322 - -
Trade creditors 1,496 2,126 - -
Amounts owed to subsidiary undertakings - - 32,752 46,037
Taxation and social security 1,676 1,107 220 222
Deferred income-rent and service charges 4,948 4,294 - -
Tenants' deposits 3,255 2,595 - -
Accruals 7,054 6,537 86 28
Corporation tax payable 4,576 851 - -
Dividends 2,653 2,357 2,653 2,357
________ ________ ________ ________
30,013 25,378 35,711 48,644
________ ________ ________ ________
See note 13 for details of security in relation to the bank loans and
overdraft.
13.Creditors: Amounts falling due after more than one year.
Group Company
2001 2000 2001 2000
£000 £000 £000 £000
Long-term borrowings consist of:
Unsecured:
11% Convertible Loan Stock 2011 4,040 4,040 4,040 4,040
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 137,342 133,494 21,500 12,266
________ ________ ________ ________
160,882 157,034 45,040 35,806
Less: amount falling due within one year (2,511) (2,189) - -
________ ________ ________ ________
158,371 154,845 45,040 35,806
The secured loans are secured on properties of value £325,426,000. Interest on
the Debenture Stocks is payable on 31 March and 30 September in 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 £
117,975,000 carrying an interest rate of 1.0% over LIBOR and repayable in
2011.
Workspace Holdings Ltd, the subsidiary company used for the WestLB financing,
holds an interest rate collar on £120.1 million which has a cap of 9% until 16
July 2001, falling then to 8% until 15 July 2009, and a floor of 5% until 16
July 2001, falling to 4.5% until 15 July 2009.
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 £121,096,100 have a maturity of five years or more.
14. 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 collar held by the Group to manage
interest rate exposure on its £122m facility with WestLB are given in Note 13.
No premium payment was made for this collar which is financed by a 0.22%
adjustment to the interest rate margin paid on the borrowing.
The Group's policy is to fix or cap at least 50% of its borrowings. At the
year-end 15% (2000: 15%) of the Group's borrowings were fixed with a further
74% (2000: 74%) subject to a collar.
The Group's policy is to ensure that at least 50% of borrowings have a
maturity in excess of 5 years. At 31 March 2001 77% (2000: 82%) of the Group's
borrowings mature after 5 years or more.
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 which comprised cash at bank and in hand
are denominated in sterling. The interest rate profit at 31 March 2001 was:
2001 2000
£000 £000
Fixed Rate Financial Asset 5,579 11,625
______ ______
(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 2001
was:
2001 2000
£000 £000
Floating Rate Financial Instruments 141,032 138,838
Fixed Rate Financial Liabilities 23,540 23,540
_______ _______
164,572 162,378
As noted above (note 13) the Group has the benefit of an interest rate collar
until July 2009.
For its fixed rate financial liabilities:
Weighted average interest rate 11.25%
Weighted average period fixed 6.7 years
Floating rate financial liabilities comprise mortgages that bear interest at
rates based upon 1, 3, 6 or 12 month LIBOR. The average margin on these
borrowings at 31 March 2001 was 1.02%.
(iv) Maturity of Financial Liabilities
A maturity analysis of loans is shown below
Group Company
2001 2000 2001 2000
£000 £000 £000 £000
Less than one year 4,355 5,511 - -
Between one year and two years 3,660 15,124 - 12,300
Between two years and three years 3,660 9,658 - -
Between three years and four years 3,670 3,561 - -
Between four years and five years 25,775 3,571 21,500 -
In five years and more 123,452 124,953 23,540 23,540
________ ________ ________ ________
164,572 162,378 45,040 35,840
Less cost of raising finance (1,846) (2,022) (34) (34)
________ ________ ________ ________
162,726 160,356 45,040 35,806
(v) Borrowing Facilities
At 31 March 2001 the Group had undrawn borrowing facilities of £5,677,000 on
which conditions precedent had been met (total undrawn £12,190,000). Of the
total undrawn £656,000 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 Liabilities
Book and fair values of financial liabilities are:
2001 2001 2000 2000
Book Value Fair Value Book Value Fair Value
£000 £000 £000 £000
Primary Financial Instruments
Short term liabilities (4,355) (4,355) (5,511) (5,511)
Long term borrowing (158,371) (165,299) (154,845) (163,828)
Financial Assets 5,579 5,579 11,625 11,625
Derivative Financial Instruments
Interest Rate Swaps 322 1,076 361 (1,076)
________ ________ ________ ________
(156,825) (162,999) (148,370) (158,790)
________ ________ ________ ________
The fair value of the interest rate cap/collar swap 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 38.6 pence per share (15.6 pence based on diluted share
capital).
15. Availability of Financial Information
Copies of this statement will be available from the Group's registered office
at Magenta House, 85 Whitechapel Road, London, E1 1DU from 9.00am on 25 June
2001. The full audited accounts for the year ended 31 March 2001 will be
circulated to the shareholders for approval at the Annual General Meeting,
which will be held on 30 July 2001. Copies of the report and accounts will be
available from that date at he Group's registered office.