Final Results - Part 2
Capital & Regional PLC
20 March 2001
PART 2
NOTE OF HISTORICAL COST PROFITS AND LOSSES
For the year ended 25th December 2000
Unaudited
2000 1999
£000 £000
Reported profit on ordinary activities before taxation 13,359 12,838
Realisation of property revaluation surplus of previous years 74 2,136
Realisation of other investment revaluation surplus / (deficit)
of previous years 18,099 (774)
Realisation of property revaluation surplus of previous years in 40 -
joint ventures
Historical cost profit on ordinary activities before taxation 31,572 14,200
Historical cost profit for year retained after taxation, minority 22,556 8,452
interests and dividends
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
For the year ended 25th December 2000
Unaudited
2000 1999
£000 £000
Share of unrealised (deficit) / surplus on valuation of (33,361) 54,520
investment properties
Share of unrealised surplus / (deficit) on valuation of other 512 (596)
fixed assets
Share of unrealised (deficit) / surplus on valuation of (814) 46
properties in joint ventures
Revaluation surplus on other investments - 675
Share of tax on revaluation surpluses realised in year (3,614) -
Deferred tax provided on unrealised revaluation surpluses (2,952) -
Exchange differences 3 1
(40,226) 54,646
Profit attributable to shareholders 13,027 12,003
Total recognised gains and losses relating to the year (27,199) 66,649
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
For the year ended 25th December 2000
Unaudited
2000 1999
£000 £000
Profit for the year attributable to shareholders of the 13,027 12,003
Company
Equity dividends paid and payable (5,070) (4,913)
Profit retained in the year 7,957 7,090
Share capital and share premium issued in year 20 14
Share capital purchased and cancelled in year (including (20,759) -
expenses)
Other recognised gains and losses relating to year (see (40,226) 54,646
above)
Net (reduction) / addition to shareholders' funds (53,008) 61,750
Opening shareholders' funds 392,566 330,816
Closing shareholders' funds 339,558 392,566
CONSOLIDATED BALANCE SHEET
As at 25th December 2000
Unaudited
Notes 2000 1999
£000 £000 £000 £000
Fixed assets
Property assets 4 921,681 933,140
Other fixed assets 14,521 14,073
936,202 947,213
Other investments - 21,120
Investment in joint ventures: 5
share of gross assets 67,930 8,650
share of gross liabilities (38,264) (6,428)
29,666 2,222
Investment in associates - 5
965,868 970,560
Current assets
Property assets 18,846 34,660
Debtors: - 4,840
amounts falling due after more
than one year 40,700 40,389
amounts falling due within one year
Cash at bank and in hand 6,091 7,388
65,637 87,277
Creditors: amounts falling due
within one year (128,739) (58,178)
Net current (liabilities) / assets (63,102) 29,099
Total assets less current liabilities 902,766 999,659
Creditors: amounts falling due after more than (556,582) (598,752)
one year (including convertible unsecured loan
stock)
Provisions for liabilities and charges 6 (2,952) -
Net assets 343,232 400,907
Capital and reserves
Called up share capital 8,874 9,827
Share premium account 161,895 161,876
Revaluation reserve 130,008 184,836
Other reserves 1,545 591
Profit and loss account 37,236 35,436
Equity shareholders' funds 339,558 392,566
Equity minority interests 3,674 4,341
Non-equity funding by joint arrangement partners - 4,000
Capital employed 343,232 400,907
Net assets per share adjusted for minority 8 382.7p 399.5p
interests and non-equity funding
Net assets per share adjusted for minority 8 359.6p 376.4p
interests and non-equity funding - diluted
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 25th December 2000
Unaudited
2000 1999
£000 £000 £000 £000
Net cash inflow from operating 54,677 42,269
activities
Dividends received from joint ventures 180 300
Dividends received from associates 5 714
Returns on investments and servicing of
finance
Dividends received from listed 625 1,095
investments
Interest received 795 686
Interest paid (44,063) (32,291)
Dividend paid to minority interests - (87)
Loan arrangement costs (317) (331)
(42,960) (30,928)
11,902 12,355
Taxation
UK corporation tax paid (622) -
UK income tax deducted at source - (66)
UK income tax recovered - 161
USA withholding tax recovered - 17
(622) 112
Net operating cash flow 11,280 12,467
Capital expenditure and financial
investment
Payments for: (61,586) (230,024)
Additions to investment properties (20,746) (34,205)
Additions to properties held as current (1,239) (13,794)
assets
Additions to other tangible assets (2,433) (4,884)
Loans to joint ventures
Receipts from: 1,632 16,225
Sale of investment properties 43,562 16,027
Sale of properties held as current 108 37
assets
Sale of other tangible assets 25,042 2,414
Sale of investments - 2,829
Repayment of capital and loans from 2,337 4,023
associates
Repayment of loans by joint ventures (13,323) (241,352)
(2,043) (228,885)
Acquisitions and disposals
Additions to joint ventures (18,025) -
Reclassification of cash in joint (591) -
arrangement
Acquisition of minority interests in (100) -
subsidiary
(18,716) -
(20,759) (228,885)
Equity dividends paid (5,134) (6,141)
Cash outflow before financing (25,893) (235,026)
Financing
Issue of ordinary share capital 20 14
Share capital purchased and cancelled in (10,593) -
year
Bank loans received 108,765 349,170
Bank loans repaid (73,596) (112,246)
24,596 236,938
(Decrease) / increase in cash (1,297) 1,912
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 25th December 2000
Unaudited
1. Asset sales
Fixed Current Total
assets assets
2000 1999 2000 1999 2000 1999
£000 £000 £000 £000 £000 £000
Net sale proceeds 26,674 18,640 35,353 31,874 62,027 50,514
Cost of sales (4,273) (15,135)(35,047)(30,228)(39,320) (45,363)
Historical cost profit 22,401 3,505 306 1,646 22,707 5,151
Revaluation surplus (18,173) (1,362) - - (18,173) (1,362)
4,228 2,143 306 1,646 4,534 3,789
Permanent diminution in
value of fixed (225) - - - (225) -
property asset
Share of joint ventures
(see note 5) 89 - - - 89 -
Profit recognised on
sale of assets 4,092 2,143 306 1,646 4,398 3,789
2. Interest payable and similar charges
2000 1999
Bank loans and overdrafts wholly repayable
within five years 42,823 32,998
Other loans 1,663 1,757
44,486 34,755
Capitalised during year (2,678) (2,033)
41,808 32,722
Share of joint ventures' (see note 5) 859 251
Share of associates' - 32
42,667 33,005
3. Earnings per share
Earnings per share have been calculated on the weighted average number of
Ordinary shares of 10p each in issue during the year 97,042,630 (1999:
98,258,784) and have been based on profit on ordinary activities after
taxation and minority interests of £13,027,000 (1999: £12,003,000).
Diluted earnings per share have been calculated after allowing for the
exercise of share options which have met the required exercise conditions and
the full conversion of the Convertible Unsecured Loan Stock, if the effect on
earnings per share is dilutive. The weighted average number of Ordinary Shares
of 10p each is 97,256,996 (1999: 98,611,343) and the relevant earnings are £
13,027,000 (1999: £12,003,000).
4. Property assets
Investment properties
Freehold Leasehold Properties under Total
construction
Properties Properties £000's
£000's £000's £000's
Group
Cost or valuation:
At beginning of year 557,874 345,743 29,523 933,140
Additions 36,625 9,321 17,275 63,221
Reclassified once
construction 8,000 500 (8,500) -
completed
Reclassified as a
joint venture - - (38,534) (38,534)
Reclassified as a current (650) - - (650)
property asset
Amortisation of
short leasehold - (173) - (173)
properties
Permanent diminution
in value of (225) - - (225)
fixed property assets
Disposals (1,123) (127) - (1,250)
Revaluation (21,633) (12,451) 236 (33,848)
At end of year 578,868 342,813 - 921,681
The year end balance
is analysed
as follows:
Historical cost 476,724 315,159 - 791,883
Revaluation surplus 102,144 27,654 - 129,798
A list of the valuers, and the basis of the valuations, are summarised in
note 7.
5. Investment in joint ventures
2000 1999
£000 £000
At beginning of year 2,222 2,267
Subscription for partnership capital and advances 18,050 -
Reclassification of net investment in joint arrangement 10,600 -
Dividends and capital distributions received (180) (300)
Share of results (see below) (178) 310
Share of taxation (see below) (34) (101)
Share of property revaluation (deficit) / surplus (814) 46
At end of year 29,666 2,222
5. Investment in joint ventures (continued)
Xscape The Capital Easter Exchange
Milton Hill Holdings Court
Keynes Partnership Limited Properties Others Total
Partnership Limited
£000 £000 £000 £000 £000 £000
Group share of
results:
Turnover 704 6 11,231 41 - 11,982
Operating profit 346 6 192 29 8 581
Interest receivable 22 - 13 - 8 43
and similar income
Interest payable and (665) - (111) (83) - (859)
similar charges
Profit on disposal - - - - 89 89
of investment
properties
Equity minority - - (32) - - (32)
interests
Profit / (loss) (297) 6 62 (54) 105 (178)
before tax
Taxation - - (32) - (2) (34)
Profit / (loss) (297) 6 30 (54) 103 (212)
after tax
Group share of: 39,250 17,500 2,085 - - 58,835
Investment
properties
Development - - 2,645 1,721 86 4,452
properties at cost
Other current assets 2,076 285 2,035 100 147 4,643
Gross assets 41,326 17,785 6,765 1,821 233 67,930
Current liabilities 8,776 222 1,366 68 17 10,449
Loans 22,569 - 4,257 989 - 27,815
Gross liabilities 31,345 222 5,623 1,057 17 38,264
Share of net assets 9,981 17,563 1,142 764 216 29,666
Effective Group 50% 50% 50% 50% 37.5%
share to 50%
Potential recourse Nil Nil Nil Nil Nil
to the Group
Actual recourse at Nil Nil Nil Nil Nil
end of year
A list of valuers and the basis of the valuation are summarised in note 7.
The joint ventures all operate in the UK.
6. Provision for liabilities and charges
Deferred taxation
The amounts of deferred taxation provided and unprovided in the accounts
are as follows:
Provided Provided Not Not
provided provided
2000 1999 2000 1999
£000 £000 £000 £000
Tax on capital gains if investment assets 2,952 - 24,356 45,347
were sold at their current valuation
Accelerated capital allowances - - 10,442 6,818
2,952 - 34,798 52,165
If a provision was made for deferred taxation that has not been provided
it would have an adverse effect on net assets per share of 39.2p (1999:
53.1p) and on fully diluted net assets per share of 34.4p (1999: 47.1p).
7. Valuations
The properties were valued at 25th December 2000, as follows:
Valuer Basis of valuation £000
Group properties DTZ Debenham Tie Open market value 702,730
Leung
Insignia Richard Open market value 34,790
Ellis Limited
Directors Net sale proceeds of properties 183,941
sold after 25th December 2000
Directors Open market value 220
Total fixed 921,681
property assets
Other fixed DTZ Debenham Tie Open market value 13,700
assets Leung
Total property 935,381
assets
Valuer Basis of valuation £000
Properties held by
joint ventures
Xscape Milton
Keynes Partnership DTZ Debenham Open market value 78,500
Partnership Tie Leung
Capital Hill
Partnership DTZ Debenham Open market value 35,000
Tie Leung
Easter Holdings
Limited Easter Holdings Open market value 4,170
Limited
117,670
Valuations are at open market value as defined in the Appraisal and Valuation
Manual of The Royal Institution of Chartered Surveyors.
8. Net assets per share
Net assets per share have been calculated on Ordinary shares of 10p each
88,734,623 (1999: 98,265,697) in issue at the year end and have been based on
net assets attributable to shareholders of £339,558,000 (1999: £392,566,000).
Diluted net assets per share assume that all the CULS had converted at the
balance sheet date. Diluted net assets per share have been calculated on
101,146,794 (1999: 110,677,868) Ordinary shares of 10p each and have been
based on adjusted net assets attributable to shareholders of £363,690,000
(1999: £416,607,000) by adding the £24,132,000 (1999: £24,041,000) balance
sheet value of CULS.
9. Post balance sheet events
The Group has sold the following properties after the year end:
Date Property Gross consideration (£000)
9th February St Andrew House, Glasgow 19,950
2001
12th February Portfolio of various industrial 91,076
2001 properties
12th February Westway Cross Shopping Park, Greenford 43,750
2001
29th February Unit E, Hylton Riverside 650
2001
On 14th March 2001 the Group transferred the Sauchiehall Shopping Centre into
a joint venture with Stannifer for a total consideration of £31,000,000.
8. Post balance sheet events (continued)
The effect of the above transactions on the Group balance sheet as at 25th
December 2000 is as follows:
December Effect of Pro-forma
2000 above £000
£000 transactions
£000
Fixed assets
Property assets 921,681 (183,941) 737,740
Other fixed assets 14,521 - 14,521
Investment in joint ventures 29,666 2,100 31,766
965,868 (181,841) 784,027
Current assets 65,637 - 65,637
Creditors: amounts falling due within one year (128,739) 35,000 (93,739)
Net current liabilities (63,102) 35,000 (28,102)
Total assets less current liabilities 902,766 (146,841) 755,925
Creditors: amounts falling due after one year (556,582) 146,841(409,741)
Provision for liabilities and charges (2,952) - (2,952)
Net assets 343,232 - 343,232
Net debt 609,501 (181,841) 427,660
Gearing ratios:
- including convertible unsecured loan stock 177.6% 124.6%
- excluding convertible unsecured loan stock 170.4% 117.4%
- assuming conversion of convertible unsecured 159.2% 109.7%
loan stock
10. Status of financial information
The financial information contained in this announcement has been prepared in
accordance with the normal accounting policies of the Group and does not
constitute statutory financial statements within the meaning of Section 240
Companies Act 1985. The comparative figures have been extracted from the
audited financial statements for the year ended 25th December 1999 which have
been filed at Companies House. The auditors have reported on those accounts;
their reports were unqualified and did not contain statements under S237(2) or
(3) Companies Act 1985. Financial statements for the year ended 25th December
2000 will be filed at Companies House.