Final Results
Benchmark Group PLC
30 September 2003
For immediate release 30 September 2003
PRELIMINARY RESULTS
For the Year Ended 30 June 2003
Benchmark Group PLC ('Benchmark'), the specialist Central London property
investment and development company, announces its preliminary results for the
year ended 30 June 2003.
Financial Highlights
30 June 30 June
2003 2002
Total properties owned including share of jvs (£m) 730.8 942.5
Adjusted net assets per share - diluted (pence)* 278.4 382.4
Net gearing (%) 95.5 65.4
Net rental income including share of jvs (£m) 51.7 48.6
Profit after tax and minority interest (£m) 2.8 11.7
Earnings per share (pence) 2.9 11.0
Adjusted earnings per share (pence)** 10.7 9.6
Dividend per share (pence) 5.05 5.05***
* Net of deferred tax on capital allowances
** Net of deferred tax on capital allowances, post-tax losses on the sale of
properties and provision against investments
*** Excludes special dividend of 60p per share
Corporate Highlights
• A final dividend of 3.1p/share is proposed which when added to the interim
dividend of 1.95p/share paid on 9 April 2002 would result in a total of
5.05p/share for the full year, unchanged from 2002 if the special dividend
of 60p/share is excluded.
• Investment properties showed a net reduction of £43 million based on
independent valuation over the 31 December 2002 figures, representing a 6.0%
decline in the value of the investment properties held at the year end, or a
total of 14% from 30 June 2002.
• City exposure substantially reduced with only one property left in the
City, 1 Cornhill, EC3, representing just 3.2% of the portfolio by value.
• 127,000 sq ft office lettings achieved during year to 30 June 2003
generating annual income of £4.7 million.
• Net rental income increased by 6% to £51.7 million including the Company's
share of joint ventures (2002: £48.6 million). As at the date of this
announcement, the annualised net rental income of the portfolio is £43.0
million.
• Total disposals of £85.5 million to 30 June 2003 and £77.2 million after
the year end.
• Profit after tax and minority interests reduced to £2.8 million from £11.7
million previously, the reduction mainly due to the £3.4 million loss before
tax on disposals of investment properties and the £4.7 million permanent
impairment before tax against the properties sold after the year end.
Correspondingly, the earnings per share dropped to 2.9p from 11.0p
previously.
• £18.7 million spent on development and refurbishment programme during the
year.
• The development of the new Waitrose retail store on Motcomb Street,
Belgravia, SW1 is now completed.
• Golden Square, W1 development is progressing well, on time and within
budget, and will provide some 42,000 sq ft of offices and 17,000 sq ft of
retail and leisure space in early Autumn 2004.
For further information, please contact:
Benchmark Group PLC Tavistock Communications Ltd
Nigel Kempner, Chief Executive Jeremy Carey / Molly Dover
Tel: 020 7659 0500 Tel: 020 7920 3150
www.benchmarkgroup.plc.uk
www.benchmarkdirect.com
The company will make a presentation to analysts at 10 am on Tuesday 30
September 2003 at 1 Cornhill, EC3. A copy of the slide presentation will be
available on www.benchmarkgroup.plc.uk.
CHAIRMAN'S STATEMENT
Since 30 June 2002 the central London property market saw a weakening tenant
market for offices with reductions in rental values. Average rents in the City
came down 33% over the 12 months to 30 June 2003 from £52.50 per sq ft to £35.00
per sq ft whilst in the West End, the decline was less severe - from £62.50 to
£45.00 per sq ft which is a 28% reduction.
Incentives offered to tenants depend on the length of lease granted, amongst
other factors, and these offers had increased significantly during the period.
The decline in rental values and increase in incentives have been caused
principally by lack of demand rather than by over-supply in the case of the West
End but the same cannot be said of the City market where there is currently an
over-supply of office space.
One of our goals was to reduce our City exposure, which we achieved by selling
City properties totalling £90.8 million, which included sales of £64.2 million
since the year end. We now only have one property in the City representing 3.2%
of our portfolio by value compared to 13.9% last year.
Another of our goals was to continue to make significant progress in leasing
vacant space and during the year we leased 127,000 sq ft generating £4.7 million
per annum in rental income. Our current vacancy factor in terms of floor area
is approximately 10% which is in line with the estimates of the West End office
market currently.
With continuing low interest rates and volatile equity and bond markets, the
central London investment market has remained strong with interest from private
and institutional buyers from home and overseas, and over the last 6 months in
particular, 66% by value of purchases totalling £600 million in the West End
have come from overseas.
RESULTS
The adjusted diluted net asset value per share as at 30 June 2003 was 278.4p
compared with 382.4p as at 30 June 2002, a reduction of 27.2%. Compared with
321.5p as at 31 December 2002, this represents a reduction of 13.4%.
Our investment properties, including those held in our joint venture with JER
Partners, were valued on the basis of open market value at 30 June 2003 by DTZ
Debenham Tie Leung Limited. At the same date, CB Hillier Parker Limited and
ATIS REAL Weatheralls Limited valued the properties in WELPUT. These valuations
showed an aggregate net reduction of £43 million over the 31 December 2002
figures, representing a decline of 6.0% in the value of the investment
properties held at our financial year end compared with the valuation as at 31
December 2002 or a total of 14.0% from 30 June 2002. The principal factor had
been a reduction in estimated rental values which had resulted in a 17.8%
reduction in the valuation, slightly offset by a movement in capitalisation
rates of 0.2% per annum over the year.
Pre-tax profits for the year reduced to £2.9 million from £13.6 million in the
previous year. Profit after tax and minority interests reduced to £2.8 million
from £11.7 million for the previous year. This reduction was primarily due to
the loss before tax on disposal of investment properties of £3.4 million and the
provision for permanent impairment against properties sold after the year end of
£4.7 million. Net annual rental income, including our share of joint ventures,
increased from £48.6 million to £51.7 million.
Taking into account sales since the year end, net rental income, on an
annualised basis, at the date of this report, is £43.0 million. Total net
rental income on an annualised basis from all properties owned and managed by
the Group is currently £55.2 million.
FINANCIAL
Net borrowings, as at the financial year end, were £253.7 million representing
net gearing of 95.5% compared with 65.4% as at 30 June 2002. If sales since 30
June 2003 were taken into account the net gearing would be reduced to 70.8%.
Equity shareholders' funds as at 30 June 2003 were £265.5 million compared with
£377.8 million as at 30 June 2002 and our share of property assets were £731
million compared with £943 million at 30 June 2002. If our share of the
non-recourse joint venture borrowings, taking account of sales subsequent to the
year end, was included the gearing would be 133.4%.
ACQUISITIONS AND DISPOSALS
There were no acquisitions by the Group during the year ended 30 June 2003.
During the year investment properties were disposed of for £78.4 million. In
addition, trading properties owned by one of our joint ventures were sold of
which our share of the proceeds was £7.1 million. Since 30 June 2003 there have
been disposals of a further £77.2 million of properties including the £64.2
million referred to above.
At present, in central London, we manage a portfolio of 1.7 million sq ft, with
some 350 tenants, valued at £953 million, with 97% by value in the West End.
DEVELOPMENTS
We spent £18.7 million on our development and refurbishment programme during the
year.
We completed the development of the new Waitrose retail store on Motcomb Street
Belgravia, SW1. The offices of 17,000 sq ft, above Waitrose, named Cubitt
House, are now ready for occupation and are being actively marketed.
Our development on Golden Square, W1 is progressing well, on time and within
budget, and will provide some 42,000 sq ft of offices and 17,000 sq ft of retail
and leisure space in early Autumn 2004. The residential element of the
development has been sold post year end.
At Melrose House, Savile Row, W1 where we have planning consent and landlord's
consent for a development to provide 33,500 sq ft of offices, we delayed the
start because of market conditions and aim now to commence development in Spring
2004 for completion at the end of 2005.
DIVIDEND
An interim dividend of 1.95p per share was paid on 9 April 2003 and the Board
now recommends the payment of a final dividend of 3.1p per share to be paid on
18 November 2003 to shareholders on the register as at 24 October 2003. The
dividend has been maintained at the same level as that paid in the last
financial year excluding the special dividend of 60p per share.
OUTLOOK
Over the last few weeks there has been clear market evidence that interest from
tenants seeking office space and leasing office space has increased in the West
End, particularly led by businesses in the general media industry. Also there
are signs that some existing tenants who had been seeking to let space surplus
to their requirements, are withdrawing some from the market. These are good
signs, but will take some time to filter through to a growth in real rents,
bearing in mind the level of incentives which have been offered on new lettings,
in some cases 24 months of free rent, which need to be eroded before real growth
appears.
For some time the Directors have been concerned at the size of the discount to
net asset value reflected in the price at which the Company's shares have
traded. Accordingly, the Board, in the interests of all shareholders, has
decided to review all options available to the Company to address the issue of
the discount. Shareholders will be kept informed of any developments.
I would like to thank my co-directors and our entire management team for their
commitment and hard work in tough market conditions and we look to the future
with cautious optimism.
Tan Sri Quek Leng Chan
Chairman
29 September 2003
REVIEW OF OPERATIONS
PROPERTY REVIEW
DISPOSALS
During the year, we continued to pursue our stated objective of achieving sales
of non-core properties especially those in the City. Total investment property
disposals (Group and Joint Ventures) of £78.4 million were achieved in the year
of which £26.6 million were City properties. The principal disposals were:
Group properties
• 147/148 Leadenhall Street, EC3
• 65/68 South Molton Street, W1
• 5 flats at The Halkins, Belgravia, SW1
Joint venture properties
• 100 Fetter Lane, EC4
• Landmark House, Hammersmith, W6
• Buchanan House, St James's Square, SW1
• 24/28 Sackville Street, W1
In addition, the following trading properties owned by our BJER joint venture
were also sold, of which our share of the proceeds was £7.1 million which
resulted in a loss of £1.1 million:
• 12 Norwich Street, EC4
• 95 Fetter Lane, EC4
Subsequent to the year end, there were a total of £77.2 million of disposals.
All disposals were at or above their book value as at 30 June 2003. The
principal disposals were:
• 158/164 Bishopsgate, EC2
• New Chapter House, Bishopsgate, EC2
• 120 Cheapside & 4 Wood Street, EC2
• Spirella House, Oxford Circus, W1
These disposals substantially reduce our City exposure to 3.2% in terms of value
compared to 13.9% last year.
ACQUISITIONS
There were no acquisitions made by the Group during the year.
DEVELOPMENT AND REFURBISHMENT PROGRAMME
We spent £18.7 million on our development and refurbishment programme during the
year and this includes £5.2 million for the purchase of the superior lease of
our property at 25/27 Old Burlington Street, W1.
Our only ongoing development project is on the south side of Golden Square, W1
and, when completed in early 2005, will provide 59,000 sq ft of offices, retail
and leisure. At Melrose House, Savile Row, W1, we aim to commence the
redevelopment in Spring 2004 to provide 35,000 sq ft of offices and retail.
Planning consent and landlord's consent have been obtained.
The refurbishment programme has now been substantially completed. This includes
53,000 sq ft at 90 Long Acre and 78,000 sq ft at 125 Shaftesbury Avenue. We do
not foresee any new substantial refurbishment works coming on stream in the next
12 months.
LETTINGS
During the year, 127,000 sq ft of lettings were achieved which generated an
annual rent of £4.7 million. Subsequent to the year end, we have let 20,650 sq
ft and another 21,000 sq ft is under offer.
VACANCY
Currently, of the 1.73 million sq ft owned and under management, 226,600 sq ft
or 13.1% is vacant with a total estimated rental value of £7.6 million per
annum. However, our share is only 131,500 sq ft or 10.0% and on a rental basis,
our share is £4.8 million per annum.
THE WEST END OF LONDON PROPERTY UNIT TRUST ('WELPUT')
In September 2002, the WEL Property Limited Partnership ('WEL Partnership')
contracted to acquire the freehold of Invensys House, Carlisle Place, SW1 from
the trustee of Schroder Exempt Property Unit Trust ('SEPUT') for £26.1 million.
The acquisition was completed on 9 January 2003 and SEPUT subscribed for £15.1
million of units in WELPUT. Also in January, WEL Partnership purchased the long
leasehold interest in Regent Arcade House, Regent Street, W1 for £29.0 million
from Allied Dunbar Assurance PLC, who subscribed for £10.5 million of units in
WELPUT. In January 2003 WEL Partnership sold the freehold of 24/28 Sackville
Street, W1 for £22.95 million and in June 2003, sold the freehold of Buchanan
House, 3 St James's Square, SW1 for £36.0 million.
Following these transactions, our effective interest in WELPUT has been reduced
from 72.9% to 55.3% as at 30 June 2003. This may rise to 57.5% if certain units
in WELPUT are redeemed by Allied Dunbar in December 2003.
The properties in WEL Partnership were valued on a monthly basis by CB Hillier
Parker Limited and ATIS REAL Weatheralls Limited. The value of the properties
fell by 6.3% in the 6 months to 30 June 2003 whilst for the 12 months period,
the drop was 6.6%.
Subsequent to our year end, WEL Partnership has exchanged contracts to purchase
from us the long leasehold of Spirella House, Oxford Circus, W1 for an initial
consideration of £10.3 million which can be topped up to £11.5 million depending
on the outcome of the 30 June 2003 rent review of the retail unit. The
consideration will be in the form of partnership interests in WEL Partnership.
At the same time, the trustee of SEPUT had signed a subscription agreement to
subscribe for £11.5 million of units in WELPUT. Following these transactions,
our effective interest in WELPUT will be 55.0%.
PORTFOLIO ANALYSIS
The following analysis takes into account all properties owned as at the date of
this report by the Company, its subsidiaries, our 50% share of the portfolio
held in the Benchmark JER Limited Partnerships and our share of the WELPUT
portfolio.
• Lease profile
33% of our annual net rental income extends beyond 10 years.
Lease length
More than 15 years 16.7%
11-15 years 16.6%
5-10 years 26.6%
Less than 5 years 40.1%
• Location
97% by value of our properties are in the West End.
West End 96.8%
City 3.2%
The breakdown of the West End portfolio into key sub-markets by value
are as shown below.
Mayfair and St James's 33.8%
Soho / Covent Garden 31.9%
Kensington 17.3%
Knightsbridge / Belgravia 10.0%
Victoria / Westminster 7.0%
• Use
77% of the annual net rental income is derived from offices and 20%
from retail use. The 'others' category includes residential, leisure
and car parking uses.
Offices 77.4%
Retail 19.7%
Others 2.9%
• Tenure
Despite our concentration in the West End, where many properties are
leasehold, we hold 64% by value of our properties as freeholds or on
leases with at least 100 years unexpired.
Freehold 40.3%
More than 100 years 23.7%
75-100 years 24.2%
50-74 years 10.4%
25-49 years 1.3%
Less than 25 years 0.1%
• Tenant profile
Tenants from the financial services sector contribute 22.8% of our
gross annual income, whilst 15.7% comes from major retailers with
serviced offices contributing another 11.5%. Exposure to the
technology, media and telecommunications sector is 11.4%.
Financial Services 22.8%
Others 20.1%
Major Retailers 15.7%
Serviced Offices 11.5%
TMT 11.4%
UK Corporates 8.2%
Government 6.7%
Professional Services 3.6%
FINANCIAL REVIEW
NET ASSETS PER SHARE
The investment portfolio, including those held in our joint venture with JER
Partners, was valued at 30 June 2003 by DTZ Debenham Tie Leung Limited. The
valuation showed a net decrease of £43.1 million representing a 6.0% drop on the
investment properties held at the year end, compared to the 31 December 2002
interim valuation. Correspondingly, for the full year the value of the
investment properties dropped by 14.0% (2002 - no uplift).
The adjusted diluted net assets per share as at 30 June 2003 is 278.4p, a 27.2%
decrease on the previous year's figure of 382.4p and a 13.4% decrease compared
to the 31 December 2002 figure of 321.5p.
OPERATING RESULTS
Gross rental income (including share of joint ventures) increased by 7.0% to
£56.9 million (2002 - £53.2 million). Net rental income rose by 6.4 % to £51.7
million including the Company's share of joint ventures (2002 - £48.6 million).
Our joint ventures contributed £18.8 million of net rental income (2002 - £18.5
million). During the year, we received £1.3 million of management fees compared
to £0.9 million in 2002.
Profit after tax and minority interests reduced to £2.8 million from £11.7
million previously, the reduction being mainly due to the £3.4 million loss
before tax on disposals of investment properties and the £4.7 million permanent
impairment before tax against the properties sold after the year end. As a
result, the earnings per share on a diluted basis reduced to 2.9p from 11.0p
previously.
The adjusted earnings per share, which exclude the post-tax losses/profits
arising on sale of trading and investment properties, provision against
investments and the exclusion of the taxation charge in respect of capital
allowances was 10.7p per share compared to 9.6p previously.
OVERHEADS
Total overheads for the year amounted to £5.5 million (2002 - £6.0 million) and
these included £435,000 of non-recurring expenses such as office relocation
costs of £200,000 and redundancy payments totalling £124,000. The annualised
savings resulting from the redundancies will be £290,000. Stripping out the
non-recurring expenses, this represents 0.5% of the value of properties under
management (2002 - 0.5%).
TAXATION
The taxation credit of £1.1 million (2002 - charge of £1.7 million) arises after
the release of £2.1 million of provisions relating to prior years. The tax
charge before the release of the provision represents 36.8% of our pre-tax
profits (2002 - 12.8%). The higher percentage is mainly due to a £3.4 million
release of deferred tax charge on properties sold in 2002.
FINANCE
The Group finances its operations through a mixture of equity, convertible loan
stock and bank borrowings. The Group's objective is to maintain sufficient
resources to meet its financing requirements at the lowest achievable cost and
minimal risk, while maintaining sufficient flexibility to fund property
acquisitions and capital expenditure. No speculative treasury transactions are
undertaken.
The main risk arising from the Group's financial liabilities is interest rate
risk. The Group borrows at both fixed and floating rates of interest and
additionally uses interest rate derivatives to manage exposure to interest rate
movements.
At the year end 74% (2002 - 73%) of borrowings were at fixed interest rates and
the weighted average rate of interest was 6.3% (2002 - 6.5%). However, in
October 2003, the weighted average rate of interest will drop to 5.9% as two
major swaps expire. Total net borrowings at the year end amounted to £253.7
million (2002 - £246.9 million) representing a gearing of 95.5% (2002 - 65.4%).
However if our share of the joint ventures' non-recourse debt is included, the
gearing would be 171.7% (2002 - 129.6%).
However, if the post year end disposals are taken into account, our net
borrowings would be £188.0 million representing a gearing of 70.8% and if our
share of the joint ventures' non-recourse debt is included, the gearing would be
133.4%.
DEBT STRUCTURE
In June, the Group's facilities with HSBC and Barclays were restructured and
extended. The HSBC facility was increased from £110 million to £160 million
whilst the Barclays facility was increased from £50 million to £75 million.
Both the term loan elements were extended to June 2008. Of the total £235
million facility, £127.5 million was drawn down at the year end and post the
year end, the amount drawn was reduced to £64.5 million as a result of further
disposals.
The chart below shows the breakdown of the type of borrowings based on total
borrowings of £464.9 million which include our share of the joint venture debt.
Secured, recourse 28.9%
Unsecured, recourse 10.5%
Secured, non-recourse 15.1%
Share of JV's debt, secured, non-recourse 46.5%
SHARE BUY BACK
In April 2003, we announced that we were seeking authority to implement a
buy-back of up to 6,680,000 of our own shares by way of market purchases and a
waiver under the City code for our two largest shareholders, Friends Provident
plc and GuocoLand Limited of any obligations to make a general offer for the
ordinary shares not owned by them were such authority to be utilised. The
resolutions were approved by shareholders in the Extraordinary General Meeting
held in May. The authority will lapse in October 2004.
As at 29 September 2003, no purchases have been made.
7 YEAR REVIEW
Since its recapitalisation in October 1996, Benchmark has undergone
transformation to become a key central London property specialist and as at the
year end it now has £953 million of properties under management compared to £20
million in June 1996. Its track record in terms of acquisitions, disposals and
capital expenditure is shown on the table below: -
£ million
1996/7 1997/8 1998/9 1999/0 2000/01 2001/02 2002/03
Acquisitions 176.9 222.0 35.3 186.5 169.7 159.0 -
Disposals - 49.0 85.9 167.0* 76.8 262.7 78.4
Capital
Expenditure 2.4 31.4 63.8 44.4 40.2 14.3 16.0
* Excluding sale of 49.9% of Kensington Estate
Consolidated Profit and Loss Account
Year ended 30 June 2003
Note 2003 2002
£'000 £'000
GROSS RENTAL INCOME
Group and share of joint ventures 56,850 53,227
Less: share of joint ventures (20,410) (19,375)
36,440 33,852
NET RENTAL INCOME
Group and share of joint ventures 51,650 48,554
Less: share of joint ventures (18,808) (18,523)
32,842 30,031
Administration expenses (5,527) (5,968)
GROUP OPERATING PROFIT 27,315 24,063
Share of operating profit of joint ventures 16,224 17,801
TOTAL OPERATING PROFIT 43,539 41,864
(Loss)/profit on disposal of investment properties 1 (3,678) 2,287
Share of loss on disposal of investment properties by
joint ventures 1 (3,128) -
Provision against investments (1,260) -
PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST 35,473 44,151
Group net interest payable and similar charges 2 (15,890) (13,914)
Share of net interest payable by joint ventures (16,698) (16,674)
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 2,885 13,563
Tax credit/(charge) on profit on ordinary activities 3 1,078 (1,734)
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 3,963 11,829
Minority interests (1,116) (107)
PROFIT FOR THE FINANCIAL YEAR 2,847 11,722
Dividends 4 (4,905) (77,925)
RETAINED LOSS FOR THE FINANCIAL YEAR (2,058) (66,203)
EARNINGS PER SHARE - BASIC 5 2.9p 11.0p
- DILUTED 5 2.9p 11.0p
ADJUSTED EARNINGS PER SHARE 5 10.7p 9.6p
All income was derived from within the United Kingdom from continuing
operations.
Consolidated Balance Sheet
As at 30 June 2003
2003 2002
Note £'000 £'000
FIXED ASSETS
Investment and development properties 482,611 571,112
Joint ventures
Share of gross assets 295,491 382,361
Share of gross liabilities (224,374) (278,471)
6 71,117 103,890
Investments 105 3,213
Other tangible assets 510 255
554,343 678,470
CURRENT ASSETS
Debtors 13,770 14,902
Investments 916 916
Cash at bank and in hand 4,999 5,172
19,685 20,990
CREDITORS - AMOUNTS FALLING DUE
WITHIN ONE YEAR (31,632) (39,866)
NET CURRENT LIABILITIES (11,947) (18,876)
TOTAL ASSETS LESS CURRENT LIABILITIES 542,396 659,594
CREDITORS - AMOUNTS FALLING DUE
AFTER MORE THAN ONE YEAR (258,668) (252,099)
PROVISIONS FOR LIABILITIES AND CHARGES (10,028) (10,225)
NET ASSETS 273,700 397,270
CAPITAL AND RESERVES
Called up share capital 7 60,908 60,906
Share premium account 8 151,492 151,490
Revaluation reserve 8 16,167 145,769
Other reserves 8 51 51
Profit and loss account 8 36,921 19,627
EQUITY SHAREHOLDERS' FUNDS 265,539 377,843
Minority interests 8,161 19,427
TOTAL CAPITAL EMPLOYED 273,700 397,270
NET ASSETS PER SHARE - BASIC 5 272.5p 387.7p
- DILUTED 5 272.5p 378.4p
ADJUSTED NET ASSETS PER SHARE
- BASIC 5 278.4p 392.4p
- DILUTED 5 278.4p 382.4p
Other Primary Statements
Year ended 30 June 2003
Consolidated Statement of Total Recognised Gains and Losses
2003 2002
£'000 £'000
Profit for the financial year 2,847 11,722
Share of deficit arising on revaluation of investment properties (107,470) (7,968)
Unrealised profit on sale to WELPUT - 5,393
Tax on realisation of revaluation surpluses on investment
property disposals (2,780) (10,573)
Total recognised gains and losses for the year (107,403) (1,426)
The total recognised gains and losses include the following balances in relation
to joint ventures: deficits on revaluation reserves of £41,613,000 (2002 -
£12,187,000) and deficits on retained earnings of £5,300,000 (2002 - retained
profit of £773,000).
Note of Historical Cost Profits and Losses
2003 2002
£'000 £'000
Profit on ordinary activities before taxation 2,885 13,563
Realisation of property revaluation surpluses in prior periods 22,132 20,105
Historical cost profit on ordinary activities before taxation 25,017 33,668
Historical cost profit/(loss) retained after tax, minority interests
and dividends 14,514 (56,671)
Reconciliation of Movements in Shareholders' Funds
2003 2002
£'000 £'000
Total recognised gains and losses for the year (107,403) (1,426)
Dividends (4,905) (77,925)
Issue of shares 4 154
Decrease in shareholders' funds during the year (112,304) (79,197)
Opening shareholders' funds 377,843 457,040
Closing shareholders' funds 265,539 377,843
Consolidated Cash Flow Statement
Year ended 30 June 2003
2003 2002
Note £'000 £'000
NET CASH INFLOW FROM OPERATING ACTIVITIES 9(a) 24,998 15,315
DIVIDENDS FROM JOINT VENTURES AND ASSOCIATES 1,941 341
RETURNS ON INVESTMENTS AND SERVICING
OF FINANCE
Interest received 441 785
Interest paid (16,332) (15,230)
NET CASH OUTFLOW FOR RETURNS ON INVESTMENTS
AND SERVICING OF FINANCE (15,891) (14,445)
TAXATION
Corporation tax paid (6,727) (7,301)
CAPITAL EXPENDITURE
Acquisition and capital expenditure on investment &
development properties (16,030) (83,629)
Disposals and other capital receipts 20,085 263,179
Purchase of other fixed assets (425) (65)
Repayment of loan notes by associate 1,848 -
NET CASH INFLOW FOR CAPITAL EXPENDITURE 5,478 179,485
ACQUISITIONS AND DISPOSALS
Investment in joint ventures (11,640) (74,658)
NET CASH OUTFLOW FOR ACQUISITIONS
AND DISPOSALS (11,640) (74,658)
EQUITY DIVIDENDS PAID (4,905) (78,068)
CASH (OUTFLOW)/INFLOW BEFORE USE OF
LIQUID RESOURCES AND FINANCING (6,746) 20,669
FINANCING
Issue of shares 4 154
Increase/(decrease) in debt 9(b) 6,569 (23,469)
NET CASH INFLOW/(OUTFLOW) FROM FINANCING 6,573 (23,315)
DECREASE IN CASH IN THE YEAR 9(b) (173) (2,646)
Notes to the Accounts
1. (LOSS)/PROFIT ON DISPOSAL OF INVESTMENT PROPERTIES
The (loss)/profit on disposal of investment properties comprises:
2003 2002
£'000 £'000
Aggregate consideration 78,445 262,731
Less: sales costs (963) (1,551)
Net proceeds 77,482 261,180
Less: historical cost of properties (73,525) (179,118)
Historical cost profit 3,957 82,062
Less: revaluation surpluses in prior periods (7,392) (74,382)
(3,435) 7,680
Less: profit on retained interests - (5,393)
Less: permanent impairment in properties disposed of post year-end (4,671) -
(8,106) 2,287
Add: write back of accruals 1,300 -
(6,806) 2,287
Attributable to:
Group (3,678) 2,287
Share of joint ventures (3,128) -
(6,806) 2,287
2. GROUP NET INTEREST PAYABLE AND SIMILAR CHARGES
2003 2002
£'000 £'000
Amounts payable on bank loans and overdrafts 13,015 10,365
5.75% Convertible Unsecured Loan Stock 2013 2,875 2,875
15,890 13,240
Amortisation of loan issue costs 459 1,478
16,349 14,718
Interest receivable (459) (804)
15,890 13,914
Interest receivable includes £16,000 (2002 - £161,000) arising from loan notes
issued by Agnew's Property Investments Limited in which the Company has a 25%
interest.
3. TAX ON PROFIT ON ORDINARY ACTIVITIES
2003 2002
£'000 £'000
Taxation based on profit for the year:
Corporation tax at 30% (2002 - 30%) 2,536 2,272
Tax arising on capital items (1,034) 1,512
Prior year over-provision (2,140) -
Current tax (credit)/charge for the year (638) 3,784
Deferred taxation on revenue profit (note 19) 1,204 1,325
Deferred taxation on permanent impairment on property values (1,401) -
Release of deferred taxation (note 19) - (3,406)
Group tax (credit)/charge (835) 1,703
Share of tax from joint ventures (243) 31
(1,078) 1,734
Factors affecting the current tax (credit)/charge for the year
The tax assessed for the year is lower than the standard rate of corporation tax
in the UK of 30% (2002 - 30%). The differences are explained below:
2003 2002
£'000 £'000
Profit on ordinary activities before taxation 2,885 13,563
Profit on ordinary activities multiplied by the standard rate of
corporation tax at 30% 866 4,069
Capital allowances (1,544) (1,567)
Additional tax on property sales 1,007 826
Expenses disallowed 930 487
Prior year over-provision (2,140) -
Share of tax from joint ventures 243 (31)
Tax (credit)/charge on profit on ordinary activities (638) 3,784
4. DIVIDENDS
2003 2002
£'000 £'000
First interim dividend paid of nil p (2002 - 60p) per share - 73,006
Second interim dividend paid of 1.95p (2002 - 1.95p) per share 1,894 1,898
Final dividend proposed of 3.1p (2002 - 3.1p) per share 3,021 3,021
Dividends waived by The Benchmark Employee Benefit Trust in
respect of earlier years (10) -
Total dividends payable for the year of 5.05p (2002 - 65.05p)
per share 4,905 77,925
5. EARNINGS/NET ASSETS PER SHARE
Earnings per share
Earnings per share of 2.9p (2002 - 11.0p) are calculated on the weighted average
number of shares in issue during the year of 97,450,290 (2002 - 106,317,100) and
the earnings attributable to ordinary shares of £2,847,000 (2002 - £11,722,000).
2003 2002
£'000 Pence per £'000 Pence per
share share
Earnings attributable to shareholders 2,847 2.9 11,722 11.0
Adjustments:
Loss/(profit) on sale of investment properties 3,435 3.5 (2,287) (2.1)
Provision for impairment on investment
properties sold after the year end 4,671 4.7 - -
Share of loss on sale of joint venture trading
properties 1,128 1.2 - -
Provision against investment 1,260 1.3 - -
Capital accruals written back (1,300) (1.3) - -
12,041 12.3 9,435 8.9
Tax on adjustments (2,773) (2.8) 1,512 1.4
9,268 9.5 10,947 10.3
Deferred tax in respect of capital allowances 1,204 1.2 (780) (0.7)
Adjusted earnings 10,472 10.7 10,167 9.6
Deferred tax is excluded, as the Group's experience is that it is very unusual
for capital allowances to be claimed back through balancing charges on the
disposal of a property.
Neither the conversion of the 5.75% Convertible Unsecured Loan Stock 2013 ('CULS
') nor the exercise of outstanding share options results in a dilution to the
stated earnings per share for the years ended 30 June 2003 or 30 June 2002.
Net assets per share
The number of shares in issue at 30 June 2003 was 97,452,344 (2002 - 97,450,240)
and net assets attributable to shareholders were £265,539,000 (2002 -
£377,843,000).
Adjusted net assets per share have been calculated on the same number of shares
but excludes the additional deferred tax liability in respect of capital
allowances of £5,735,000 (2002 - £4,531,000). Adjusted net assets have been
calculated on this basis, as the Group's experience is that it is very unusual
for capital allowances to be claimed back through balancing charges on the
disposal of a property.
As at 30 June 2003, neither the conversion of the CULS nor the exercise of
outstanding share options result in a dilution to the net assets of the Group
(2002 - dilution of 10.0p).
6. JOINT VENTURES
£'000
At 1 July 2002 at valuation 103,890
Net equity investments 14,140
Deficit on revaluation of investment properties (41,613)
Share of loss for the year (3,359)
Distributions received (1,941)
Share of net assets at 30 June 2003 71,117
During the year Benchmark's effective interest in the West End of London
Property Unit Trust ('WELPUT') and the WEL Property Limited Partnership ('WEL
Partnership') was diluted following the contribution of properties to WEL
Partnership by other unit holders of WELPUT. WELPUT's major asset is its
investment in WEL Partnership. The effect of these transactions was to reduce
Benchmark's interest in WEL Partnership from 49.9% to 35.1% as at 30 June 2003,
and dilute its interest in WELPUT from 46.0% to 31.1%. WELPUT, the only other
unit holder in WEL Partnership increased its interest in the Limited Partnership
during the year from 50.1% to 64.9%. Overall, as at 30 June 2003, Benchmark's
effective interest in WELPUT and WEL Partnership was 55.3% (2002 - 72.9%).
During the year redeemable units in WELPUT were issued to Allied Dunbar
Assurance PLC as part of the consideration for Regent Arcade House, W1 acquired
by WEL Partnership. These units are redeemable by the managers of WELPUT at any
time up until 31 December 2003 and at Allied Dunbar's option on 31 December
2003. If these units are redeemed, subject to no other equity transactions
occurring in the meantime, Benchmark's effective interest in WELPUT and WEL
Partnership will increase to 57.5%.
Under the terms of the WEL Partnership deed and the WELPUT Trust deed, Benchmark
does not have the right to control either entity. In view of Benchmark's
effective interest it has accounted for its WELPUT interests as a joint venture
in accordance with Financial Reporting Standard 9 - Associates and Joint
Ventures. Benchmark will be seeking to reduce its effective interest below 50%
through the introduction of new unit holders to WELPUT in the future.
Summarised aggregated financial statements:
Benchmark Benchmark WEL
JER 1 JER 2 Partnership
Limited Limited and Total Total
Partnership Partnership WELPUT 2003 2002
£'000 £'000 £'000 £'000 £'000
Percentage interest at year end 50.0% 49.9% 55.3%
Profit and loss accounts
- Group Share
Year to 30 June 2003
Gross rental income 6,560 1,433 12,417 20,410 19,375
Operating profit 4,694 1,227 10,303 16,224 17,801
Loss on disposal of investment
properties (1,055) - (2,073) (3,128) -
Profit on ordinary activities before
interest 3,639 1,227 8,230 13,096 17,801
Net interest payable (6,504) (1,302) (8,892) (16,698) (16,674)
(Loss)/profit on ordinary activities
before taxation (2,865) (75) (662) (3,602) 1,127
Taxation 243 - - 243 (31)
(Loss)/profit for the year (2,622) (75) (662) (3,359) 1,096
Balance sheets - Group Share
As at 30 June 2003
Total Total
2003 2002
£'000 £'000 £'000 £'000 £'000
Investment properties at valuation 84,998 26,334 136,811 248,143 364,377
Trading properties - - - - 6,976
Cash 1,882 590 6,913 9,385 8,505
Other current assets 16,723 101 21,139 37,963 2,503
Current liabilities due in less than one year (2,572) (1,996) (8,241) (12,809) (26,496)
Borrowings due after more than one year (76,768) (21,259) (113,538) (211,565) (251,975)
24,263 3,770 43,084 71,117 103,890
The investment properties are stated on the basis of their open market values as
at 30 June 2003. The valuations were carried out by DTZ Debenham Tie Leung
Limited (Benchmark JER 1 & 2 Limited Partnerships portfolios), CB Hillier Parker
Limited and Atis Real Weatheralls Limited (WELPUT portfolio), Chartered
Surveyors, acting as External Valuers and in accordance with the Appraisal and
Valuation Manual of the Royal Institution of Chartered Surveyors.
The accounting period end for Benchmark JER 1 & 2 Limited Partnerships is 30
June and for WEL Partnership and WELPUT the period end is 30 September.
All joint venture borrowings are non-recourse to the Group.
7. SHARE CAPITAL
Number Class £'000
Authorised:
At 1 July 2002 and
30 June 2003 141,600,000 ordinary shares of 62.5p each 88,500
Allotted, called up
and fully paid:
At 1 July 2002 97,450,240 ordinary shares of 62.5p each 60,906
Issued during the year 2,104 ordinary shares of 62.5p each 2
At 30 June 2003 97,452,344 60,908
8. RESERVES
Share Profit
premium Revaluation Other and loss
account reserve reserves account Total
£'000 £'000 £'000 £'000 £'000
GROUP
At 1 July 2002 151,490 145,769 51 19,627 316,937
Premium on shares issued 2 - - - 2
Deficit arising on revaluation of
investment properties - (107,470) - - (107,470)
Revaluation surpluses realised on
investment property disposals - (22,132) - 22,132 -
Tax on realisation of revaluation
surpluses on investment property
disposals - - - (2,780) (2,780)
Profit for the financial year - - - 2,847 2,847
Dividends - - - (4,905) (4,905)
At 30 June 2003 151,492 16,167 51 36,921 204,631
The revaluation reserve solely relates to investment properties.
9 NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
(a) Reconciliation of operating profit to operating cash flows
2003 2002
£'000 £'000
Operating profit 27,315 24,063
Depreciation 170 82
Amortisation of leasehold properties 890 874
Increase in debtors (1,352) (7,878)
Decrease in creditors (2,025) (1,826)
Net cash inflow from operating activities 24,998 15,315
(b) Reconciliation of net cash flow to movement in net debt
2003 2002
£'000 £'000
Decrease in cash in the year (173) (2,646)
(Increase)/decrease in debt during the year (6,569) 23,469
Movement in net debt (6,742) 20,823
Net debt at start of year (246,927) (267,750)
Net debt at end of year (253,669) (246,927)
(c) Analysis of net debt
2003 Cashflow 2002
£'000 £'000 £'000
Cash at bank and in hand 4,999 (173) 5,172
Debt due after more than one year (258,668) (6,569) (252,099)
Net debt (253,669) (6,742) (246,927)
10. BASIS OF PREPARATION
The above financial information does not constitute the Company's full statutory
accounts for the years ended 30 June 2002 or 2003 but is derived from those
accounts. Statutory accounts for the year ended 30 June 2002 have been
delivered to the Registrar of Companies, whereas those for 2003 will be
delivered following the Company's Annual General Meeting. The auditors have
reported on those accounts; their reports were unqualified and did not contain a
statement under Section 237 (2) or (3) of the Companies Act 1985.
The Annual Report and Accounts will be posted to shareholders on or before 10
October 2003 and will be available from the Company's Registered Office at: 11
Grafton Street, London W1S 4EW.
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