Final Results

Unite Group PLC 14 March 2002 Date: 14 March 2002 On behalf of: The UNITE Group plc ('UNITE') Embargoed until: 0700hrs The UNITE Group plc - PRELIMINARY ANNOUNCEMENT OF RESULTS FOR THE YEAR ENDED 31 DECEMBER 2001 HIGHLIGHTS The UNITE Group plc, the UK's leading specialist provider of student and NHS key worker accommodation services, today releases the preliminary announcement of its results for the year ended 31 December 2001. The key highlights are: * Secured bed spaces up 122% to 23,192 (2000: 10,450) * Net assets up 133% to £207.1m (2000: £88.7m) * Net asset value per share up 53% to 305p (2000: 200p) * Rental income up 130 % to £15.2m (2000: £6.6m) * Profits before tax and internal costs relating to the UniLodge acquisition up 33% at £4.0m (2000 £3.0m) * Final dividend of 1.67p per share (2001 total: 2.50p) * 60 properties in 23 towns and cities across UK, with 6 locations exceeding 1,000 beds * Successful £108.8m acquisition and integration of UniLodge * Confirmation as Preferred Bidder for The University of Sheffield's student accommodation PPP. UNITE also announces today: * Securitisation of 47 completed properties (9,961 completed bed spaces) to raise between £265m and £285m * Acquisition of the 50% stake in Peabody UNITE which is not already owned by the Company from its joint venture partner, Peabody Trust (see separate press releases) Commenting on the announcement, Geoffrey Maddrell, Chairman of The UNITE Group plc, said: 'We are delighted to announce a strong set of preliminary results which demonstrate our accomplishments against our stated strategy. With the achievement of 23,192 secured bed spaces at the end of 2001, UNITE is well positioned to achieve our target of 60,000 beds by the end of 2003. Furthermore, we are pleased to announce our intention to securitise a portfolio of 9,961 completed beds to raise between £265m and £285m, confirming our commitment to recycle capital as an important means of financing growth. Finally, we will take full control of our London joint venture with Peabody Trust with immediate effect, enabling the Group to leverage strong new operational profits and efficiencies.' An analysts' meeting will be held today at 10.00 am at UNITE's London offices, The Tower Building, 15th Floor, 11 York Road, London SE1 on 14th March 2001. Press Enquiries to: The UNITE Group plc Nicholas Porter, Chief Executive Officer Tel: 020 7902 5055 Simon Bernstein, Chief Financial Officer Redleaf Communications Ltd Tel: 020 7955 1410 Emma Kane, Chief Executive Mob: 07876 338339 Notes to Editors: * UNITE was founded in 1991 by Nick Porter * UNITE is currently capitalised at £197 million * Further information on UNITE is available at the Company's website at www.unite-group.co.uk CHAIRMAN'S STATEMENT In my report to you last year I set out our strategy for building a substantial long-term business and forging a dynamic new market sector. In 2001 we accomplished our major first year plan objectives and, in particular, achieved critical mass in our sector. The secured pipeline of bed spaces, including completed properties, more than doubled from 10,450 to 23,192 in the year. With a proven business model we have been able to commence a groundbreaking securitisation of 9,961 bed spaces which will be repeatable as we expand our portfolio of student and key worker accommodation. Equally importantly, we have put in place robust structures and processes to support our longer-term growth plan. These included recruitment and development of management at all levels; the establishment of teams on a regional basis; the development of processes for an integrated structure; and initiating investment in new integrated systems. Finally, we acquired a significant provider of student accommodation, UniLodge, which brought with it major complementary benefits and operational synergies. Financial Results In line with the achievement of our secured pipeline, we have increased net asset value by 133% to £207.1m from £88.7m at the end of 2000. Net asset value added, excluding the impact of the new equity capital raised at the time of the UniLodge acquisition, increased by 39% to £37.3m for the year (2000: £26.8m). Net asset value per share at 31 December 2001 stood at 305p, an increase of 53% over the position at 31 December 2000 (200p). Rental income increased by 130% to £15.2m (2000: £6.6m), reflecting the growth of the Group's income generating portfolio (including Peabody UNITE) to 10,337 bed spaces by the year end (2000: 4,091 bed spaces). On an annualised basis, properties which were income generating by the end of the year have a rent roll of £29.7m. Profits from the completed portfolio rose to 110% to £10.1m (2000: £4.8m). Profits before tax, excluding the impact of £1.0m of internal costs written off to the profit and loss account as a result of the UniLodge acquisition, rose by 33% to £4.0m (2000: £3.0m). Reported profits before and after tax for the year stood at £2.9m. Dividend The Board is pleased to recommend a final dividend of 1.67p per share (2000: 1.367p per share) making a total dividend of 2.50p per share (2000: 2.05p per share). Strategy UNITE pursues a highly focused strategy, to build our business for the long-term and lead in the field of accommodation and related services for students and nurses. Our large market continues to grow: we expect a 25% growth in our underlying customer base by 2010. It is also a market where the need is for affordable accommodation. Therefore, we adopt a unique integrated approach, with control from planning through to supporting students and nurses in their accommodation. This approach enables us to achieve consistent improvements in quality and reductions in lifetime costs. In reporting against this strategy, it is very encouraging that we are ahead of plan in securing critical mass. This included the acquisition of UniLodge in the early part of the year, which added 4,091 secured bed spaces and, more importantly, enabled us to gain a stronger local presence in Manchester, Liverpool and Newcastle, as well as to establish a firmer foothold in Scotland. The full integration of Unilodge has been successfully achieved. Finally, with the announcement of full control over our London joint venture, the company is now afforded 100% of development and operating profits on the existing 1,553 secured bed spaces together with a strong pipeline of future growth. We made very real progress in securing arrangements with Universities and NHS Trusts under the Government's Public Private Partnership initiative, including being confirmed as Preferred Bidder in the transfer of some 5,500 bed spaces from the University of Sheffield. Negotiations continue and we hope that this contract will be signed in time for the start of the next academic year. As a key building block in funding long-term growth, we have commenced the pre-marketing of a groundbreaking securitisation of 9,961 bed spaces, representing substantially all of our income generating properties at 31 December 2001. We anticipate that this will be repeatable as we expand our portfolio of student and key worker accommodation. Furthermore, throughout the year a great deal of management's focus has been on shifting the balance from a smaller, entrepreneurial business to a more substantial and decentralised group with supporting processes. In addition we have commenced investment in an integrated information system, initially for customer relationship management, payroll and human resources. People As part of the process of creating a structure for long-term growth the Human Resources department has introduced throughout the company a highly commendable competency-based appraisal and development system to support every member of our growing team. I reported on a number of key management appointments at the interim stage, all of whom are now making important contributions. With an exciting growth strategy in attractive markets and a publicly responsible approach, we have made a point of attracting dedicated and committed people, with the potential to grow with the company. We warmly appreciate the efforts of everyone in the business, frequently beyond the call of duty. Outlook UNITE is uniquely placed, with a focused strategy, crafted to suit the changing demands of our large and growing market and the careful development of long-term partnerships which the sector demands. Therefore, with a strong pipeline of opportunities and an infrastructure largely in place to achieve our three-year plan of 60,000 beds, I am fully confident of our ability to deliver continued growth in net asset value in the year ahead. Geoffrey Maddrell Consolidated balance sheet at 31 December 2001 Note 2001 2000 £000 £000 £000 £000 Fixed assets Intangible assets 12,886 475 Tangible assets Investment and development properties 3 376,566 151,438 Other tangible fixed assets 7,921 4,474 Investments - 273 387,487 156,185 Joint venture undertakings 4 Share of gross assets 51,252 41,390 Share of gross liabilities (37,950) (28,448) 13,302 12,942 410,675 169,602 Current assets Stocks 4,384 5,689 Debtors 33,371 11,093 Cash at bank and in hand 5,984 4,276 43,739 21,058 Creditors: amounts falling due within one year Build facilities and other short term borrowings (including convertible debt) (42,354) (16,387) Other creditors (50,399) (15,125) Net current liabilities (49,014) (10,454) Total assets less current liabilities 361,661 159,148 Creditors: amounts falling due after more than one year Long term borrowings (151,931) (67,552) Other creditors (2,625) (2,940) Net assets 207,105 88,656 Capital and reserves Called up share capital 6 16,989 11,075 Share premium account 71,685 34,752 Merger reserve 40,177 - Revaluation reserve 73,588 39,513 Profit and loss account 4,666 3,316 Equity shareholders' funds 207,105 88,656 Net asset value per share 305p 200p Consolidated profit and loss account for the year ended 31 December 2001 Internal Unilodge Acquired Continuing acquisition Total Total Note Operations Operations costs 2001 2000 £000 £000 £000 £000 £000 Group turnover and share of turnover of joint venture 3,802 22,510 - 26,312 30,444 Less: share of turnover of joint - (1,813) - (1,813) (492) venture Group turnover 2 3,802 20,697 - 24,499 29,952 Cost of sales (779) (7,766) - (8,545) (21,359) Gross profit 3,023 12,931 - 15,954 8,593 Administrative expenses (659) (5,217) (1,041) (6,917) (3,013) Group operating profit 2,364 7,714 (1,041) 9,037 5,580 2,364 10,078 Share of operating profit of joint 4 1,428 - 1,428 381 venture Profit on disposal of investment 262 - 262 372 properties Profit on ordinary activities before interest and taxation 11,768 (1,041) 10,727 6,333 Interest receivable 560 - 560 474 Interest payable and similar charges 7 Group (7,201) - (7,201) (3,450) Joint venture (1,167) - (1,167) (331) (8,368) - (8,368) (3,781) Profit on ordinary activities before 3,960 (1,041) 2,919 3,026 taxation Taxation 8 - - - - Profit for the financial year 3,960 (1,041) 2,919 3,026 Dividends paid and proposed 9 (1,825) - (1,825) (908) Retained profit for the financial year 2,135 (1,041) 1,094 2,118 Earnings per share Basic 10 7.04p 5.19p 7.71p Excluding goodwill amortisation 10 7.17p 5.32p 7.73p Diluted 10 6.95p 5.13p 7.54p The results in 2000 arose from continuing operations Consolidated cash flow statement for the year ended 31 December 2001 Note 2001 2000 £000 £000 Cash flow from operating activities 13 (5,072) 2,836 Returns on investments and servicing of finance 14 (8,325) (5,045) Taxation - (28) Acquisitions and disposals 14 (3,620) - Capital expenditure and financial investment 14 (86,784) (63,749) Equity dividends paid (1,190) (569) Cash outflow before financing (104,991) (66,555) Financing 14 106,699 68,967 Increase in cash in the year 1,708 2,412 Reconciliation of net cash flow to movement in net debt for the year ended 31 December 2001 Note 2001 2000 £000 £000 Increase in cash in the year 1,708 2,412 Cash flow from increase in debt and lease financing (77,811) (32,570) Change in net debt resulting from cash flows (76,103) (30,158) Debt acquired in subsidiary undertaking 12 (31,864) - New hire purchase agreements (528) (477) Amortisation of loan stock issue costs (143) (143) Movement in net debt in the year (108,638) (30,778) Net debt at beginning of year 15 (79,663) (48,885) Net debt at end of year 15 (188,301) (79,663) Consolidated statement of total recognised gains and losses for the year ended 31 December 2001 Note 2001 2000 £000 £000 Profit for the financial year Group 2,658 2,976 Share of joint venture 4 261 50 2,919 3,026 Unrealised surplus on revaluation of properties 30,971 15,082 Unrealised surplus on revaluation of joint venture 99 8,336 Unrealised profit on trading with joint venture 3,261 391 Total gains and losses for the financial year 37,250 26,835 Net asset value added per share 11 66.2p 68.4p Note of consolidated historical cost profits and losses for the year ended 31 December 2001 2001 2000 £000 £000 Reported on ordinary activities before taxation 2,919 3,026 Realisation of property revaluation gains of previous 256 474 years Historical cost profit on ordinary activities before 3,175 3,500 taxation Historical cost profit for the year retained after taxation and Dividends 1,350 2,592 Reconciliation of movements in shareholders' funds for the year ended 31 December 2001 2001 2000 £000 £000 Profit attributable to ordinary shareholders 2,919 3,026 Dividends paid and proposed (1,825) (908) 1,094 2,118 Net surplus on revaluations 34,331 23,809 New share capital subscribed 83,024 36,397 Net addition to shareholders' funds 118,449 62,324 Opening equity shareholders' funds 88,656 26,332 Closing equity shareholders' funds 207,105 88,656 Notes 1. Basis of Preparation The group accounts include the accounts of the company and its subsidiary undertakings, all of which are made up to 31 December 2001. Internal costs arising on the acquisition of Unilodge Holding Limited have been disclosed separately on the face of the consolidated profit and loss account. The financial information set out in this document does not constitute the company's statutory accounts for the years ended 31 December 2001 or 2000. The financial information for 2000 is derived from the statutory accounts for 2000, which have been delivered to the Registrar of Companies. The auditors have reported on the 2000 accounts; their report was unqualified and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985. The statutory accounts for 2001 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the company's annual general meeting; the financial information set out in this document in respect of 2001 is therefore unaudited. 2. Segmental analysis of operations 2001 2000 Profit before Profit before Turnover Interest and Tax Net Assets Turnover Interest and Tax Net Assets £000 £000 £000 £000 £000 £000 Investment activities 15,219 10,117 145,410 6,623 4,842 64,654 Development and corporate activities 9,280 610 61,695 23,329 1,491 24,002 24,499 10,727 207,105 29,952 6,333 88,656 3. Investment and development properties Properties held Investment Developments in for future Properties progress development Total £000 £000 £000 £000 Group Cost or valuation and net book value At beginning of year 119,450 22,396 9,592 151,438 Additions 120,365 60,744 15,798 196,907 Disposals (1,850) (900) - (2,750) Transfers 33,787 (22,537) (11,250) - Revaluations 16,868 9,836 4,267 30,971 At 31 December 2001 288,620 69,539 18,407 376,566 At 31 December 2000 119,450 22,396 9,592 151,438 Included within investment and development properties are the following values in respect of leasehold interests: Properties held Completed Developments in for future Total Total developments progress development 2001 2000 £000 £000 £000 £000 £000 Cost or valuation and net book value Long leasehold 49,838 2,640 - 52,478 7,957 Short leasehold 6,630 1,671 1,087 9,388 545 56,468 4,311 1,087 61,866 8,502 The valuation of investment and development properties comprise: 2001 2000 £000 £000 Group Historical cost 319,610 125,197 Revaluation 56,956 26,241 376,566 151,438 4. Joint venture undertaking Interest in joint venture 2001 2000 £000 £000 Group Cost or valuation and net book value At beginning of year 12,942 4,556 Share of operating profit in year 1,428 381 Share of interest payable for year (1,167) (331) Share of retained profit for year 261 50 Revaluation 99 8,336 At end of year 13,302 12,942 The Group's joint venture represents a 50% interest in the ordinary shares of Peabody UNITE plc, a company incorporated in England & Wales, whose principal activity is the development, holding and letting of investment properties in the London area. The value of the Group's interest in the joint venture is held at an amount equivalent to its share of the underlying net asset value of the undertaking. The amounts included in respect of the joint venture comprise the following: 2001 2000 £000 £000 Share of assets Fixed assets 50,677 40,948 Current assets 575 442 51,252 41,390 Share of liabilities Due within one year (13,166) (12,277) Due after one year (24,784) (16,171) Share of net assets 13,302 12,942 5. Analysis of debt 2001 2000 £000 £000 Bank loans, other loans and overdrafts fall due: In one year or less, or on demand 42,353 16,158 Between one and two years 1,559 1,470 Between two and five years 87,158 12,763 In five years or more 63,215 52,940 194,285 83,331 The Group has various borrowing facilities available to it. The undrawn committed facilities available at 31 December 2001 in respect of which all conditions precedent had been met at that date were as follows: 2001 2000 £000 £000 Expiring in one year or less Build facilities 7,428 17,761 Other facilities 5,300 5,000 12,728 22,761 6. Called up share capital 2001 2000 £000 £000 Authorised 120,000,000 (2000: 75,000,000) ordinary shares of 25p each 30,000 18,750 Allotted, called up and fully paid 67,957,895 (2000: 44,299,438) ordinary shares of 25p each 16,989 11,075 On 20 June 2001, the company increased its authorised share capital by £11,250,000 to £30,000,000 divided into 120 million shares by the creation of 45 million ordinary shares of 25p each. On 28 June 2001, the company allotted and issued 23,205,557 ordinary shares of 25p each by way of a placing and an open offer at 370p per share upon the acquisition of Unilodge Holding Limited. The net proceeds of the issue were £82,743,000. 7. Interest payable and similar charges 2001 2000 £000 £000 Amounts payable on bank loans and overdrafts On loans not wholly repayable within five years 4,189 3,217 On loans wholly repayable within five years 4,284 1,300 On bank overdrafts 59 144 Amounts payable on other loans On convertible unsecured loan stock 609 609 On unsecured loan notes 231 - Finance charges payable in respect of hire purchase agreements 7 8 9,379 5,278 Transfer to cost of investment and development properties (2,178) (1,828) 7,201 3,450 Share of interest payable by joint venture 1,167 331 8,368 3,781 8. Taxation There was no liability to taxation in respect of either year. 9. Dividends 2001 2000 £000 £000 Equity Interim dividend paid of 0.83p (2000: 0.683p) per 25p ordinary share 585 303 Final dividend proposed of 1.67p (2000: 1.367p) per 25p ordinary share 1,240 605 1,825 908 10. Earnings per share Basic earnings per share has been calculated using a weighted average number of shares of 56,243,133 (2000: 39,225,847) as follows: Earnings EPS After goodwill Before goodwill After Before goodwill goodwill amortisation amortisation amortisation amortisation £000 £000 Basic earnings per share 2,919 2,994 5.19p 5.32p Internal Unilodge acquisition costs 1,041 1,041 1.85p 1.85p Prior to internal UniLodge acquisition 3,960 4,035 7.04p 7.17p costs Year ended 31 December 2000 Basic earnings per share 3,026 3,033 7.71p 7.73p Diluted earnings per share of 5.13p (2000: 7.54p) has been calculated on earnings of £2,919,000 (2000: £3,026,000) and after including the effect of all dilutive potential ordinary shares, which increases the average number of shares to 56,941,757 (2000: 40,128,789). 11. Net asset value added per share Net asset value added per share of 66.2p (2000: 68.4p) has been calculated on total gains and losses recognised in the year of £37,250,000 (2000: £26,835,000) divided by the average number of ordinary shares in issue during the year of 56,243,133 (2000: 39,225,847). 12. Purchase of subsidiary undertakings On 28 June 2001, the group completed the acquisition of Unilodge for a consideration (including the costs of acquisition) of £57 million satisfied by the issue of shares, £45 million, loan stock, £9 million, and cash £3 million. Book Fair value Value Adjustments Fair value £000 £000 £000 Tangible fixed assets 68,356 10,434 78,790 Stocks 198 198 Debtors 703 703 Cash 397 397 Creditors (3,678) (3,678) Bank loans (31,864) (31,864) 34,112 10,434 44,546 Goodwill 12,906 57,452 Satisfied by: Cash (including costs of acquisition; £2,526,000) 3,317 Shares allotted 44,835 Issue of loan notes 9,300 57,452 13. Reconciliation of operating profit to operating cash flows 2001 2000 £000 £000 Operating profit 9,037 5,580 Depreciation and amortisation charges 1,167 455 Decrease/(increase) in stocks 204 (4,031) (Increase) in debtors (19,417) (4,880) Increase in creditors and provisions 3,912 5,712 Loss on sale of fixed assets 25 - Net cash (outflow) / inflow from operating activities (5,072) 2,836 14. Analysis of cash flows 2001 2000 £000 £000 Returns on investment and servicing of finance Interest received 560 474 Interest paid (8,878) (5,511) Interest element of hire purchase payments (7) (8) Net cash flow from returns on investment and servicing of finance (8,325) (5,045) Acquisitions and disposals Purchase of subsidiary undertaking (4,017) - Cash balances acquired with subsidiary 397 - Net cash flow from acquisitions and disposals (3,620) - Capital expenditure and financial investments Purchase of tangible fixed assets (89,797) (69,910) Purchase of intangible fixed assets - (466) Disposal of tangible fixed assets 3,063 6,900 Purchase of own shares (50) (273) Net cash flow from capital expenditure and financial investments (86,784) (63,749) Financing Issue of share capital 38,188 36,397 Movement of build facilities 11,419 (9,630) Movement on bank loans 57,437 42,335 Capital element of hire purchase payments (345) (135) Net cash flow from financing 106,699 68,967 15. Analysis of net debt At 1 January Cash flow Acquired with Other changes At 31 December 2001 subsidiary 2001 £000 £000 £000 £000 £000 Cash at bank and in hand 4,276 1,708 - - 5,984 Bank overdraft - - - - - 4,276 1,708 - - 5,984 Financing Debt due within one year (16,158) (25,608) - (143) (41,909) Debt due after one year (67,173) (52,548) (31,864) - (151,585) Hire purchase agreements (608) 345 - (528) (791) (77,811) (31,864) Net debt at end of year (79,663) (76,103) (31,864) (671) (188,301) This information is provided by RNS The company news service from the London Stock Exchange

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