Final Results

Big Yellow Group PLC 05 May 2004 5 May 2004 Big Yellow Group PLC Results for the fourth quarter and 12 months ended 31 March 2004 Big Yellow Group PLC ("Big Yellow", "the Group" or "the Company"), the self storage company, is pleased to announce results for the twelve months and for the fourth quarter ended 31 March 2004. __________________________________ 4th quarter 3rd quarter Year Year ended ended ended ended 31 Mar 04 31 Dec 03 % 31 Mar 04 31 Mar 03 % Annualised revenue £27.8m £25.7m +8 £27.8m £19.1m +46 Turnover £6.6m £6.3m +5 £23.8m £15.6m +53 EBDAT (see note 5) £1.6m £1.5m +7 £5.1m £1.3m +292 Profit/ (loss) before tax £0.58m £0.52m +12 £1.2m (£2.3m) Earnings/ (loss) per share 0.66p (2.11p) Number of customers 20,400 19,100 +7 20,400 13,800 +48 Occupied space 1,268k sq ft 1,181k sq ft +7 1,268k sq ft 875k sq ft +45 _________________________________ • Maiden pre-tax profit of £1.2 million (2003: loss of £2.3 million) • Earnings from continuing operations for the year before exceptional items, depreciation, amortisation and tax of £5.1 million (2003: £1.3 million) (see note 5) • Annualised revenue of £27.8 million (2003: £19.1 million), up 46% • Dividend proposed of 1.05 pence per ordinary share (2003:1.0 pence) • 30 stores currently open with a further 8 stores committed, providing 2.3 million sq ft of storage space when completed • The number of customers continues to increase - up 48% to 20,400, compared with 13,800 at 31 March 2003 • Turnover for mature stores up 17% year on year, of which 7% is yield improvement, with the balance representing occupancy growth • Merchandise, packing materials, insurance and other sales increased to 15.0% of storage income (March 2003: 13.5%) • New £70 million facility with Royal Bank of Scotland and Bank of Ireland providing additional £25 million borrowing capacity Nick Vetch, Chairman, commented: "As with previous years, the Group has enjoyed continued growth over the year, following strong trading in the first half. In the second half we experienced the usual winter slowdown but I am pleased to report a robust pick up in trading in the fourth quarter, which has continued into April and we now look forward to a busy summer. "A significant milestone has been achieved this year in turning the Group pre-tax profitable. We now have the twin objectives of increasing earnings per share whilst maintaining a sustainable expansion programme. "We believe that Big Yellow's market position, branding, cash flow, access to capital and real estate skills will allow us to achieve these two objectives." For further information, please contact: Big Yellow Group PLC 01276 470 190 Nicholas Vetch, Executive Chairman James Gibson, Chief Executive Weber Shandwick Square Mile 020 7067 0700 Louise Robson/Josh Royston Notes to Editors Big Yellow Group PLC is one of the leading and most dynamic self-storage groups in the UK. It was founded in 1998 by Nicholas Vetch, Philip Burks and James Gibson and listed on AIM in May 2000, moving to the Official List of the London Stock Exchange in May 2002. Big Yellow has expanded rapidly and now operates from 30 stores in London and the South, with a further 8 stores in development and of the 38, 28 are held freehold. All trading stores, with the distinct yellow branding, are less than five years old, the majority are located within the M25 and the remainder in strong retail towns in the South. When fully built out the portfolio will provide approximately 2.3 million sq ft of flexible storage space. The Group has pioneered the development of the latest generation of self-storage facilities, which utilise state of the art technology and are located in high profile, main road locations. Its focus on the location and visibility of its buildings, coupled with excellent customer service, has created the most recognised brand name in the UK storage industry. Big Yellow Group PLC TRADING SUMMARY Years since Greater than 2 Between 1 and 2 Less than 1 year Total opening at 1 years years April 2003 Number of stores 13 8 8 29 Total capacity (sq ft) 746,000 487,000 524,000 1,757,000 Occupied space (sq ft) 644,000 358,000 266,000 1,268,000 Percentage occupied 86% 74% 51% 72% Freehold Leasehold Freehold Leasehold Freehold Leasehold Total Number of stores 7 6 5 3 7 1 29 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Annualised revenue 7,152 7,249 4,335 3,123 5,367 533 27,759 Turnover Self storage sales 5,934 6,229 3,348 2,126 2,843 240 20,720 Other income* 827 770 505 342 616 50 3,110 ------ ------ ------ ------ ------ ------ ------ Total turnover 6,761 6,999 3,853 2,468 3,459 290 23,830 Direct store operating costs (excluding depreciation) (2,276) (3,556) (1,621) (1,833) (2,160) (450)(11,896) ------ ------ ------ ------ ------ ------ ------ EBITDA** 4,485 3,443 2,232 635 1,299 (160) 11,934 Store depreciation (845) (730) (625) (445) (864) (65) (3,574) ------ ------ ------ ------ ------ ------ ------ Store EBIT*** 3,640 2,713 1,607 190 435 (225) 8,360 Administration expenses (3,641) ------ Operating profit 4,719 Exceptional items 25 Net interest (3,501) ------ Profit before tax 1,243 ------ * Packing material sales, insurance commission and other storage related fees ** Earnings before interest, tax, depreciation and amortisation *** Earnings before interest, tax and amortisation 5 May 2004 Big Yellow Group PLC Results for the fourth quarter and 12 months ended 31 March 2004 CHAIRMAN'S STATEMENT The Board of Big Yellow Group PLC ("Big Yellow", "the Group" or "the Company") is pleased to announce results for the twelve months and for the fourth quarter ended 31 March 2004. As with previous years, the Group has enjoyed continued growth over the year, following strong trading in the first half. In the second half we experienced the usual winter slowdown, but I am pleased to report a robust pick up in trading in the fourth quarter, which has continued into April, and we now look forward to a busy summer. Financial Results Turnover for the year was £23.8 million (2003: £15.6 million), an increase of 53%. Underlying revenues on an annualised basis increased at the year end to £27.8 million (2003: £19.1 million), up 46% compared to the previous year. The Group made a maiden pre-tax profit for the year of £1.2 million compared with a loss of £2.3 million in 2003. Basic earnings per share were 0.66p (2003: loss of 2.11p). Packing materials, insurance and other sales increased to 15% of storage income (March 2003: 13.5%), and at the year end the number of customers had risen to 20,400 from 13,800 at 31 March 2003, an increase of 48%. The Group is becoming increasingly cash generative, making an operating cash surplus of £5.1 million after operating costs, central overhead and interest costs but before exceptional items, depreciation, amortisation and tax (2003: £1.3 million) (see note 5). Annualised revenue over the fourth quarter rose by 8% to £27.8 million from £25.7 million at the end of the third quarter to 31 December 2003. Turnover for the fourth quarter rose to £6.6 million, from £6.3 million in the third quarter. Pre-tax profit for the fourth quarter was £580,000, up from £520,000 in the third quarter. Stores During the year we acquired an additional 7 sites of which 6 are located in Greater London and all of which are freehold. This takes the total number of our committed stores to 38, of which 30 are trading, one having opened after the year end. When fully developed, these new stores will provide an additional 400,000 sq ft of net storage capacity, taking the total for the 38 stores to 2.3 million sq ft. 24 of the 38 stores or sites are located in Greater London, and 28 of them are owned freehold by the Group. In the year we increased occupancy by 393,000 sq ft, with total occupancy at 31 March 2004 of 1.27 million sq ft representing a 72% occupancy rate across all trading stores. We have included a table summarising the trading performance of all our stores over the year, analysed between stores open more than two years, between one and two years, and less than a year at the beginning of the period. Our intention is to continue to show the trading results as the maturity profile of the portfolio improves over time. The 13 stores open for more than two years made trading profits before interest, tax, depreciation and amortisation ("EBITDA") of £7.9 million in the year on turnover of £13.8 million, a margin of 57%, comprising an average EBITDA margin for freeholds of 66% and leaseholds 49%. Same store turnover for these 13 stores increased 17% year on year, of which 7% is as a result of yield improvement, and the balance occupancy growth. Dividend The Board is recommending a final dividend of 1.05p per ordinary share for the year ended 31 March 2004 payable on 2 July 2004 to shareholders on the register on 4 June 2004. The Board continues to follow a progressive dividend policy, with payment of a final dividend only. Share Buy-Backs The Company will be seeking a further authority from shareholders at the Annual General Meeting to permit the Company to buy back shares and hold them as treasury shares. The Board will continue to acquire shares where it believes that it is net asset per share enhancing and earnings per share enhancing for the remaining shareholders, and where resources cannot be more effectively deployed in the growth of the business. Shares may also be acquired to satisfy crystallisation of employee options. The Market The self storage market continues to polarise, either into modern, well-located, prominent stores or into first generation, older, poorly maintained and badly situated stores. Big Yellow's portfolio falls entirely into the first category and we believe this is allowing us to expand our revenues and hence our profitability at a significantly faster pace than most of our competitors. Management I should like to take this opportunity of thanking David White, my predecessor, for his significant contribution to the Group over the last four years, during which time we have grown from a start-up to a profitable Group . I am pleased that David White is remaining as Deputy Chairman and Senior Non-Executive Director and I look forward to his continuing guidance. James Gibson was promoted to Chief Executive on 1 July 2003 and is to be congratulated for conducting a seamless takeover of responsibilities, and more importantly for having done much to improve the operational efficiency and maturity of the Group's business. The Group strengthened its operational management in the early part of 2003 and that has and will continue to contribute to the Group's ongoing efficiency and profitability. As always, I am overridingly conscious of the importance of the people who work both in our head office and in our stores and the pivotal part they play in our business. I should like therefore to thank them all for all their hard work over the year and I am confident that their endeavours will continue to provide us with continuing success. Strategy We have long held a target of developing a portfolio of 50 stores in our core area of London and the South. The original target set out at the time of flotation in 2000 contemplated 50 stores of 50,000 sq ft providing a total capacity of 2.5 million sq ft. Over the intervening period we have recognised that there are economies of scale to be obtained by increasing the size of the stores and consequently the average size of our stores has risen to approximately 60,000 sq ft. The result is that, when fully completed, our current portfolio of 38 stores and sites will provide in excess of 2.3 million sq ft of net self storage, close to our original target in capacity terms if not in store numbers. We have now had the benefit of a number of years of trading and are very confident of our business model and we see no reason why we cannot continue expanding the Group for the foreseeable future. Subject to market conditions, it is our current intention to acquire between 6 and 8 stores per annum. We aim to maintain our average store size of 60,000 sq ft per store, which would result in additional capacity of 360,000 to 480,000 sq ft per annum. The exact timing of store openings will largely depend on the time taken to obtain planning permission. The Group acquired 7 properties for development during the year, however the barrier to expansion remains the difficulty of obtaining high profile, quality sites at affordable prices where we can secure the necessary planning permissions. Should opportunities present themselves to allow us to expand faster we will consider them in terms of the increase in risk and return, and the impact on the profit and loss account, and on our market leading brand. We believe the growth in operating cash flow will increasingly allow us to finance our expansion internally and reduce our reliance on increasing bank debt. It will, however, be some time before capital expenditure is entirely met out of cash-flow and therefore we have decided to maintain a progressive dividend policy, allowing us to retain cash for capital expenditure, whilst at the same time providing a modest income return for shareholders. In the future we will continue to assess the prudence of retaining cash for capital expenditure against increasing bank debt to allow larger increases in dividend payments. We have now signed a new £70 million facility with Royal Bank of Scotland and Bank of Ireland which will provide additional facilities of £25 million and refinance existing facilities of £45 million. On completion we will have total available facilities of £103 million, with net debt at 31 March 2004 of £68 million. Outlook A significant milestone has been achieved this year in turning the Group pre-tax profitable. We now have the twin objectives of increasing earnings per share whilst maintaining a sustainable expansion programme. We believe that Big Yellow's market position, branding, cash flow, access to capital and real estate skills will allow us to achieve these two objectives. Nicholas Vetch Chairman OPERATING REVIEW Store Performance In the last 12 months we have focused on raising operational standards in the stores to ever higher levels and improving consistency of performance across the portfolio. The roles of our Senior Store Managers have been redefined and a new, improved store audit implemented. In addition we have revised the store bonus scheme to move to targets based on profit rather than revenue, recognising the increasing proportion of mature stores in the business. Furthermore, we have also increased the level of training in stores and improved yields through the proactive management of room sizes and prices to reflect local demand. During the year, we opened stores in Byfleet, Orpington and after the year end, Swindon, bringing the number of stores now trading to 30. These provide a total capacity of 1.8 million sq ft. 26 of the stores are now trading profitably at the pre-tax level and 27 have positive operating cash flow. Of the stores now open, 14 have reached maturity with current average occupancy of 88%. The maturity profile across the stores open at the end of the year is set out in the trading summary and shows a blended occupancy for the portfolio of 72% at the year end. There are a further 8 stores in the pipeline which when fully developed will increase the total capacity of the portfolio to 2.3 million sq ft of which 1.3 million sq ft was occupied at the year end. Customer move-ins per store averaged 100 per month over the year 16% up on the 86 per month last year. Other sales, comprising largely the selling of packaging materials and insurance commission income, represented 15% of storage income for the year (2003: 13.5%). Packing material sales in the year were £1.5 million. Security The safety and security of our customers and stores is our first priority. To achieve this we invest in state of the art access control systems, individual room alarms, digital CCTV systems, intruder and fire alarm systems and the remote monitoring of our stores out of hours. We have rigorous security procedures in relation to customers. We have reviewed recent advice from the Metropolitan Police (circulated by the Self Storage Association to members) and have adapted our procedures where necessary to comply with their recommendations. Furthermore, we continue to review our operational procedures in terms of security and for example, all new customers are now digitally photographed at move-in. The importance of security and the need for vigilance is communicated to all staff and reinforced through training. Property and Construction We have had an active year, acquiring 7 sites for development into self storage at North Kensington, Byfleet, Tolworth, Beckenham, Edmonton, East Finchley and Kingston. The total portfolio of stores and sites is now 38 of which 28 are held freehold. We now have planning permissions on 33 stores and the remaining 5 proposed stores are currently subject to Planning Applications, including one which is subject to an appeal. We are primarily focused on acquiring freeholds and where opportunities arise, we will seek to acquire the freehold of our leasehold stores, and indeed acquired the freehold of our Milton Keynes store during the year. As a result we would expect the proportion of the portfolio held freehold to increase from its current level of 74%. During the year, the Group sold surplus land at three of its stores for £3.25 million which has been recycled into funding capital expenditure. The Company manages the construction and fit-out of its stores in house as we believe it provides better control in terms of cost and delivery to schedule. We continue to make efficiency improvements and have reduced the construction programme for a new build store by a month, recently opening Swindon in 6 months from going onto a cleared site. Marketing During the year the Company spent approximately 4.2% of turnover on marketing (2003: 6.7%) including all the costs associated with the television and radio campaign in the summer of 2003. We anticipate our marketing costs remaining at these levels over the next year. We believe last year's advertising campaigns on television and radio succeeded in increasing awareness of Big Yellow as the quality provider of self storage services in this growing market. In addition, the campaigns and other marketing initiatives contributed to Big Yellow achieving a record increase in occupancy over the year of approximately 0.4 million sq ft, of which 0.25 million was achieved in the first half. To build on this success and reinforce Big Yellow's brand position we have recently launched a further TV and radio advertising campaign with Carlton/ London Weekend Television and Heart FM respectively. The timing of the campaign is to coincide with our busier trading period, with a focus on Greater London and surrounding towns, benefiting 21 of our stores. The initial feedback in terms of enquiries and reservations is encouraging. People At 31 March we had 148 employees, and attracting and retaining the right people is critical to the success of Big Yellow. We are committed to providing a partnership culture in the business and an enjoyable workplace environment. Big Yellow encourages all staff to build on their skills through appropriate training and regular performance appraisals. We now run 11 key-skills courses which have been developed over the last few years. All employees are eligible to participate in share option plans after 6 months of employment and three quarters of our employees have share options. In addition we will be circulating proposals to shareholders for approval at the June AGM of a new Inland Revenue approved Sharesave Scheme intended to encourage further participation in the share ownership of the Company by employees. Systems As part of our drive to improve the efficiency of our operations in the stores we have rolled out into all stores a new "off the shelf" centralised self storage operating system. The process commenced in August 2003 and was completed on time and on budget at the end of February 2004. This process also involved upgrading our Wide Area Network and investing in Head Office server infrastructure. The objectives of improving management information, control, IT support and operational efficiencies have largely been achieved although, we continue to develop and improve our systems. This has been a significant achievement in the year and although many individuals were involved and deserve our thanks, special recognition should go to Stuart Grinnall our IT Manager and Shauna Beavis our Finance Manager for their commitment to achieving the successful delivery of this project. FINANCIAL REVIEW Profit and Loss Account Annualised revenue continues to increase and at 31 March was £27.8 million up from £19.1 million last year, an increase of 46%. Turnover for the year was £23.8 million, up 53% from the £15.6 million for 2003. The Group made a pre-tax profit in the year of £1.2 million compared to a loss in the previous year of £2.3 million of which £0.8 million was in relation to the French operation that was closed in the prior year. The Group made a net profit of £675,000 on the disposal of surplus land. In addition we have booked a provision of £650,000 against a development site, which is the subject of a planning appeal (see note 5). The basic earnings per share for the year was 0.66p (2003: loss per share 2.11p) and the fully diluted earnings per share was 0.64p (2003: loss per share 2.11p). The Group's cash flows continue to build as reflected by the increase in EBDAT for the year to £5.1 million (see note 5) from £1.3 million on continuing operations last year. The Company has 148 employees at the year end with the average number of employees increasing to 140 (2003: 116). Total administration expenses including the cost of construction management were £3.6 million (2003: £3.6 million). Last year's administration expenses included £484,000 of costs in respect of the discontinued French operation. The increase in this year's UK administration expenses relates primarily to increased staff costs in relation to national insurance, pension contributions, annual increases, improved staff bonus payments and in addition includes a provision in respect of the Directors' long term bonus plan. The Group incurred a net interest expense for the year of £3.5 million up from £1.6 million in 2003 reflecting the increase in net borrowing over the period. The total depreciation charge and goodwill amortisation for the year increased to £3.8 million (2003: £2.6 million) in line with increased capital expenditure on new store openings. A final dividend of 1.05p per share is proposed, which represents a 5% increase over the dividend for 2003. Borrowings At the end of the year, the Group had net borrowings of £68 million, an increase of £28 million over last year following £36 million of capital expenditure, £3 million of net interest paid, a dividend of £1.0 million, offset by operating cash flow of £9 million, and land disposal proceeds of £3 million. The Group has signed a new £70 million facility with the Royal Bank of Scotland and Bank of Ireland. When completed, this facility will re-finance existing facilities of £45 million and provide additional facilities of £25 million. This new facility will be secured on a portfolio of freehold and leasehold assets, and will increase total bank facilities to £103 million. Net debt at the end of March was £68 million, and this will leave available facilities to fund expansion of £35 million. Treasury Management Treasury continues to be closely monitored and our policy approved by the Board. We maintain a close watch on medium and long term rates and the Group's policy in respect of interest rates is to maintain a balance between flexibility and hedging of interest rate risk. At today's date, the Group has total borrowings of £70 million of which £43 million is fixed at maturities expiring in 2007 and 2008 at an average cost of 6.4% including margin with the balance at variable rates. We will continue to review policy in relation to future interest rate exposure based on assessment of prevailing market conditions. Cash deposits are only placed with approved financial institutions in accordance with Group policy. Balance Sheet and Cash Flow The Group's property fixed assets are held in the balance sheet at historical cost net of depreciation. The historical cost net assets of the Group 31 March 2004 were £58.4 million (2003: £59.0 million), the movement comprising a profit after tax of £0.6 million; a dividend of £1.0 million and share buy backs of £0.2 million. The cash inflow from operating activities for the year was £9.1 million compared with an inflow of £3.5 million in 2003. During the year the Company incurred capital expenditure of £36 million. The Group had net current liabilities of £5.1 million at 31 March 2004 (2003: net current liabilities of £1.2 million). The Group is strongly cash flow generative and draws down from its longer term committed facilities as required to meet obligations as they fall due. Taxation No liability to corporation tax arises on the Group's results. There is a deferred tax asset in the balance sheet of £1,200,000 (2003: £1,792,000), principally in respect of trading losses with a tax charge in the current year of £592,000 (2003: £73,000). We anticipate that this asset will unwind in the year ended 31 March 2005. The Group has an effective tax rate for the year of 47.6%. This high effective tax rate arises because the Group d£s not receive full tax relief for the cost of acquiring or redeveloping its property fixed assets, primarily in relation to its buildings. As a result, a significant proportion of the depreciation of the Group's property fixed assets d£s not create a deductible expense for tax purposes, which has created a high effective tax rate for this year. As the Group grows and if the level of profits increases we would expect to see a reduction in the effective tax rate. However the effective tax rate will always continue to be higher than the standard corporation tax rate whilst the Group continues to depreciate its property fixed assets and a proportion of its capital expenditure on property fixed assets, primarily in relation to buildings, continues to not qualify for tax relief (see note 8). International Financial Reporting Standards ("IFRS") For financial years commencing after 1 January 2005, all companies quoted in the European Union will be required to adopt IFRS. The International Accounting Standards Board has finalised the standards that must be adopted in 2005. The first financial statements that the Group will report under IFRS will be for the year ended 31 March 2006. We will continue to monitor developments and manage the transition to IFRS. For further information, please contact: Big Yellow Group PLC 01276 470 190 Nicholas Vetch, Executive Chairman James Gibson, Chief Executive Weber Shandwick Square Mile 020 7067 0700 Louise Robson/Josh Royston Big Yellow Group PLC Consolidated profit & loss account Year ended 31 March 2004 2003 Note 2004 2003 Discontinued Continuing Continuing French 2003 operations operations operations Total £'000 £'000 £'000 £'000 Turnover 2 23,830 15,579 - 15,579 Cost of sales (15,470) (12,397) - (12,397) ------- ------- ------- ------- Gross profit 8,360 3,182 - 3,182 Administrative expenses (3,641) (3,147) (484) (3,631) ------- ------- ------- ------- Operating profit/(loss) 4 4,719 35 (484) (449) Loss on termination of French operation 5 - - (270) (270) Gains and losses on fixed assets 5 25 - - - Other interest receivable and similar income 187 619 8 627 Interest payable and similar charges 6 (3,688) (2,171) (31) (2,202) ------- ------- ------- ------- Profit/(loss) on ordinary activities before taxation 1,243 (1,517) (777) (2,294) Taxation 8,18 (592) (73) - (73) ------- ------- ------- ------- Profit/(loss) on ordinary activities after taxation 20 651 (1,590) (777) (2,367) ======= ======= Dividends 9,20 (1,044) (994) ------- ------- Retained loss for the financial year (393) (3,361) ======= ====== Basic earnings/(loss) per share 10 0.66p (2.11)p Diluted earnings/(loss) per share 10 0.64p (2.11)p ======= ====== Big Yellow Group PLC Consolidated balance sheet 31 March 2004 Note 2004 2003 £'000 £'000 Fixed assets Intangible assets 11 1,432 1,529 Tangible assets 12 130,692 100,933 ------- ------- 132,124 102,462 ------- ------- Current assets Stocks 288 252 Debtors 14 5,822 5,986 Cash at bank and in hand 756 2,267 ------- ------- 6,866 8,505 Creditors: amounts falling due within one year 15 (12,017) (9,667) ------- ------- Net current liabilities (5,151) (1,162) ------- ------- Total assets less current liabilities 126,973 101,300 Creditors: amounts falling due after more than one year 16 (68,582) (42,349) ------- ------- Net assets 58,391 58,951 ======= ======= Capital and reserves Called up share capital 19 9,940 9,940 Capital redemption reserve 20 1,653 1,638 Share premium account 20 1,959 1,923 Other distributable reserve 20 51,045 52,307 Profit and loss account 20 (6,206) (6,857) ------- ------- Equity shareholders' funds 58,391 58,951 ======= ======= Big Yellow Group PLC Reconciliation of movements in shareholders' funds Year ended 31 March 2004 2004 2004 2003 2003 Group Company Group Company £'000 £'000 £'000 £'000 Group Profit/(loss) for the financial year 651 7 (2,367) (12) Foreign exchange differences - - (16) - Dividends (1,044) (1,044) (994) (994) ------ ------ ------ ------ (393) (1,037) (3,377) (1,006) Issue of shares (net of issue costs) 51 51 - - Repurchase and cancellation of ordinary shares (218) (218) (11,699) (11,699) ------ ------ ------ ------ Net deduction from shareholders' funds (560) (1,204) (15,076) (12,705) Opening shareholders' funds 58,951 65,920 74,027 78,625 ------ ------ ------ ------ Closing shareholders' funds 58,391 64,716 58,951 65,920 ====== ====== ====== ====== Statement of total recognised gains and losses Year ended 31 March 2004 2004 2003 £'000 £'000 Profit/(loss) for the financial year 651 (2,367) Foreign exchange differences - (16) ------ ------ Total recognised gains and losses for the year 651 (2,383) ====== ====== Big Yellow Group PLC Consolidated cash flow statement Year ended 31 March 2004 Note 2004 2004 2003 2003 £'000 £'000 £'000 £'000 Cash inflow from operating activities 23 9,107 3,510 Returns on investments and servicing of finance 24(a) (3,346) (1,385) Capital expenditure and financial investment 24(a) (32,671) (29,349) Equity dividends paid (994) - ------ ------ Cash outflow before financing (27,904) (27,224) Financing Issue of ordinary share capital (net of expenses) 24(a) 51 - Repurchase/cancellation of ordinary shares 24(a) (218) (11,699) Increase in debt 24(a) 26,293 22,662 ------ ------ 26,126 10,963 ------ ------ Decrease in cash in the year 24(b) (1,778) (16,261) ====== ====== Reconciliation of net cash flow to movement in net debt Year ended 31 March 2004 Note 2004 2004 2003 2003 £'000 £'000 £'000 £'000 Decrease in cash in the year (1,778) (16,261) Cash inflow from increase in debt financing 24(b) (26,293) (22,662) ------- ------- Change in net debt resulting from cash flows (28,071) (38,923) ------- ------- Movement in net debt in the year 24(b) (28,071) (38,923) Net debt at start of year (40,333) (1,410) ------- ------- Net debt at end of year (68,404) (40,333) ======= ======= Big Yellow Group PLC Company balance sheet 31 March 2004 Note 2004 2003 £'000 £'000 Fixed assets Tangible assets 12 402 160 Investments 13 2,029 2,029 ------ ------ 2,431 2,189 ------ ------ Current assets Debtors 14 80,151 63,116 Cash at bank and in hand - 2,044 ------ ------ 80,151 65,160 Creditors: amounts falling due within one year 15 (1,970) (1,429) ------ ------ Net current assets 78,181 63,731 ------ ------ Total assets less current liabilities 80,612 65,920 Creditors: amounts falling due after more than one year 16 (15,896) - ------ ------ Net assets 64,716 65,920 ====== ====== Capital and reserves Called up share capital 19 9,940 9,940 Capital redemption reserve 20 1,653 1,638 Share premium account 20 1,959 1,923 Other distributable reserve 20 51,045 52,307 Profit and loss account 20 119 112 ------ ------ Equity shareholders' funds 64,716 65,920 ====== ====== Big Yellow Group PLC Notes to the accounts Year ended 31 March 2004 The financial information set out above does not constitute the company's statutory accounts for the years ended 31 March 2004 or 2003, but is derived from those accounts. Statutory accounts for 2003 have been delivered to the Registrar of Companies and those for 2004 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 statements under s237(2) or (3) Companies Act 1985. 1. Accounting policies The financial statements are prepared in accordance with applicable United Kingdom accounting standards. The principal accounting policies adopted are described below. They have all been applied consistently throughout the current and preceding year. Accounting convention The financial statements are prepared under the historical cost convention. Basis of consolidation The Group accounts consolidate the accounts of Big Yellow Group PLC and all its subsidiaries at the year end using acquisition accounting principles. Goodwill Purchased goodwill is capitalised in the year in which it arises and amortised over 20 years. The Directors regard 20 years as a reasonable maximum for the estimated useful life of goodwill since it is difficult to make projections exceeding this period. Capitalised purchased goodwill in respect of subsidiaries is included within intangible fixed assets. Tangible fixed assets No depreciation is provided on land and assets in the course of construction. Interest, overhead and pre-opening launch costs are not capitalised. Depreciation is provided on cost in equal annual instalments over the estimated useful lives of the assets. The useful economic lives of the assets are as follows: Freehold property 50 years Mezzanine flooring and staircases 25 years Leasehold improvements Over period of the lease Plant and machinery 10 years Motor vehicles 4 years Fixtures and fittings 5 years Computer equipment 3 years Mezzanine flooring and staircases are disclosed in note 12 under freehold property or short leasehold improvements as appropriate. Investments Investments held as fixed assets are stated at cost less provision for any impairment. Stocks Stocks represent goods held for resale and are held at the lower of cost and net realisable value. Pension costs Pension costs represent payments to defined contribution schemes, the assets of which are held separately from those of the Group. Deferred taxation Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets and liabilities are not discounted. Leases Operating lease rentals are charged to income in equal annual amounts over the lease term. Foreign exchange Transactions denominated in foreign currencies are translated at the exchange rate at the date of the transaction. Foreign currency assets and liabilities held at the year end are translated at year-end exchange rates. The resulting exchange gain or loss is dealt with through the profit and loss account. Turnover Turnover represents amounts derived from the provision of services which fall within the Group's ordinary activities after deduction of trade discounts and value added tax. Insurance commissions are recognised over the period to which they relate. 2. Segmental information The Group's net assets, turnover and profit before tax are attributable to one activity, the provision of self storage and related services. All the Group's net assets, turnover and profit before tax arise in the United Kingdom. The 2003 comparative figures included a loss before tax of £777,000 and net liabilities of £1,256,000 in relation to the Group's discontinued French operations. 3. Information regarding employees Employees 2004 2003 £'000 £'000 Wages and salaries (including Directors) 4,285 3,434 Social security costs 467 325 Other pension costs 132 110 ----- ----- 4,884 3,869 ===== ===== The average number of employees (including Directors) employed by the Group during the year: No. No. Sales 112 88 Administration 28 28 ----- ----- 140 116 ===== ===== 4. Operating profit/(loss) 2004 2003 £'000 £'000 Operating profit/(loss) is stated after charging: Depreciation 3,737 2,546 Amortisation of goodwill 97 97 Costs of admittance to the Official List - 191 Auditors' remuneration - Group audit fees 89 72 - non-audit services 29 47 Operating leases - other 2,391 2,235 ===== ===== Included in Group audit fees are £10,000 (2003: £10,000) in respect of the Company. The non-audit services provided during the year were for general advice on accounting and control matters. 5. Profit/(loss) before depreciation, amortisation, tax and exceptional items ("EBDAT") 2003 2004 2003 Discontinued Continuing Continuing French 2003 operations operations operations Total £'000 £'000 £'000 £'000 Profit/(loss) before tax 1,243 (1,517) (777) (2,294) ------ ------ ------ ------ Add back / (deduct) Exceptional items (25) 191 270 461 Depreciation 3,737 2,546 - 2,546 Amortisation 97 97 - 97 ====== ====== ====== ====== Profit/(loss) before depreciation, amortisation and exceptional items 5,052 1,317 (507) 810 ====== ====== ====== ====== Exceptional items 2004 2003 £'000 £'000 Loss on termination of French operations - (270) Profit on disposal of fixed asset land 675 - Provision against fixed asset development site (650) - ----- ----- 25 (270) ===== ===== On 7 June 2002, the Company was admitted to the Official List and cancelled its AIM listing, incurring exceptional administration costs of £191,000, which are included in Administrative Expenses in 2003 In November 2002 the Group announced its intention to terminate all activities in France. Exceptional costs incurred on terminating the operation amounted to £270,000 and are disclosed under discontinued French operations. During the year, the Group sold land held within fixed assets, giving rise to an exceptional profit of £675,000. The Group has booked an exceptional provision of £650,000 against a development site, which is the subject of a planning appeal. 6. Interest payable and similar charges 2004 2003 £'000 £'000 Bank loans 3,625 2,144 Bank overdraft and other borrowings 63 15 Foreign exchange and other charges - 43 ----- ----- 3,688 2,202 ===== ===== 7. Profit of parent company As permitted by section 230 of the Companies Act 1985, the profit and loss account of the parent Company is not presented as part of these accounts. The consolidated profit for the financial year includes a profit of £7,000 (2003: profit of £12,000), which is dealt within the accounts of the parent Company. 8. Taxation No liability to corporation tax arises on the Group's result for the year. A reconciliation of the current tax charge is shown below. 2004 2003 £'000 £'000 Profit/(loss) on ordinary activities before tax 1,243 (2,294) ----- ----- Tax (charge)/credit at 30% thereon (373) 688 Effects of: Expenses not deductible for tax purposes (551) (482) Capital allowances in excess of depreciation 533 (265) Utilisation of tax losses 511 282 Movement in short term timing differences - 10 Overseas tax losses - (233) Chargeable gains (120) - ----- ----- - - ===== ===== The Group has unrelieved tax losses for which a deferred tax asset has been recognised (see note 18). An analysis of the deferred tax charge for the year is shown below: 2004 2003 £'000 £'000 Origination and reversal of timing differences (1,017) (73) Adjustments in respect of prior years 425 - -------- -------- (592) (73) 9. Dividends 2004 2003 £'000 £'000 Final equity dividend proposed - 1.05 pence per ordinary share (2003: 1.0 pence) 1,044 994 ===== ===== 10. Earnings/(loss) per ordinary share Basic earnings/(loss) per ordinary share has been calculated on the profit for the financial year of £651,000 (2003: loss £2,367,000) and on the weighted average number of shares in issue during the year of 99,379,569 (2003: 111,940,282). Diluted earnings/(loss) per ordinary share have been calculated after allowing for the exercise of share options which have met the required exercise conditions. The weighted average number of shares is 100,973,605 (2003: 111,940,282), and the relevant profit is £651,000 (2003: loss of £2,367,000). 11. Intangible fixed assets Group Goodwill £'000 Cost At 1 April 2003 and 31 March 2004 1,940 ------ Amortisation At 1 April 2003 411 Charge for the year 97 ------ At 31 March 2004 508 ------ Net book value At 31 March 2004 1,432 ====== At 31 March 2003 1,529 ====== 12. Tangible fixed assets Group Fixtures, Leasehold Assets Plant fittings and Freehold improve- under and Motor office Property ments construction machinery vehicles equipment Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 Cost At 1 April 2003 67,479 13,900 10,113 12,799 19 1,854 106,164 Additions 14,591 1,344 16,501 3,066 - 544 36,046 Reclassifications 4,794 (742) (4,162) 87 - 23 - Disposals (1,300) - (1,250) - - - (2,550) ------ ------ ------ ------ ------ ------ ------ At 31 March 2004 85,564 14,502 21,202 15,952 19 2,421 139,660 ------ ------ ------ ------ ------ ------ ------ Accumulated depreciation At 1 April 2003 (1,498) (1,291) - (1,703) (7) (732) (5,231) Charge for the year (1,173) (600) - (1,470) (4) (490) (3,737) Reclassifications (170) 170 - - - - - ------ ------ ------ ------ ------ ------ ------ At 31 March 2004 (2,841) (1,721) - (3,173) (11) (1,222) (8,968) ------ ------ ------ ------ ------ ------ ------ Net book value At 31 March 2004 82,723 12,781 21,202 12,779 8 1,199 130,692 ====== ====== ====== ====== ====== ====== ====== At 31 March 2003 65,981 12,609 10,113 11,096 12 1,122 100,933 ====== ====== ====== ====== ====== ====== ====== A net profit on disposal of fixed assets of £675,000 arose during the year. Company Fixtures, fittings Leasehold Plant and Motor and office property machinery vehicles equipment Total £'000 £'000 £'000 £'000 £'000 Cost At 1 April 2003 7 - 14 365 386 Additions 14 8 - 259 281 Transfers with other group companies 16 6 - 107 129 ----- ----- ----- ----- ----- At 31 March 2004 37 14 14 731 796 ----- ----- ----- ----- ----- Accumulated depreciation At 1 April 2003 (2) - (4) (220) (226) Charge for the year (5) (1) (3) (135) (143) Transfers with other group companies - - - (24) (24) ----- ----- ----- ----- ----- At 31 March 2004 (7) (1) (7) (379) (394) ----- ----- ----- ----- ----- Net book value At 31 March 2004 30 13 7 352 402 ===== ===== ===== ===== ===== At 31 March 2003 5 - 10 145 160 ===== ===== ===== ===== ===== 13. Investments held as fixed assets Company Investment in subsidiary undertakings £'000 Cost At 1 April 2003 and 31 March 2004 2,029 The investments relate to the 100% ownership of the ordinary share capital of the Group's subsidiaries. All of the Group's subsidiaries are incorporated in Great Britain and registered at the same address as the Company. Details of the Group's principal subsidiaries are shown below: Company Principal activity .Big Yellow Self Storage Provision of self storage services to private Company Limited individuals and businesses Big Yellow Self Storage Provision of self storage services to private Company 1 Limited individuals and businesses Big Yellow Self Storage Provision of self storage services to private Company 2 Limited individuals and businesses Big Yellow Self Storage Provision of self storage services to private Company 3 Limited individuals and businesses Big Yellow Self Storage Provision of self storage services to private Company 4 Limited individuals and businesses Big Yellow Construction Property construction Company Limited Big Yellow Holding Company Intermediate holding company Limited 14. Debtors 2004 2004 2003 2003 Group Company Group Company £'000 £'000 £'000 £'000 Trade debtors 357 - 267 - Amounts owed by Group undertakings - 80,097 - 63,020 Other debtors 587 4 823 38 Deferred tax (see note 18) 1,200 - 1,792 - Prepayments and accrued income 3,678 50 3,104 58 ----- ----- ----- ----- 5,822 80,151 5,986 63,116 ===== ===== ===== ===== 15. Creditors: amounts falling due within one year 2004 2004 2003 2003 Group Company Group Company £'000 £'000 £'000 £'000 Bank overdraft 267 267 - - Trade creditors 3,985 72 3,351 233 Taxation and social security 117 56 165 118 Other creditors 1,518 6 1,200 1 Proposed dividend 1,044 1,044 994 994 Accruals and deferred income 5,086 525 3,957 83 ----- ----- ----- ----- 12,017 1,970 9,667 1,429 ===== ===== ===== ===== 16. Creditors: amounts falling due after more than one year 2004 2004 2003 2003 Group Company Group Company £'000 £'000 £'000 £'000 Bank loans 68,893 16,000 42,600 - Unamortised loan arrangement costs (311) (104) (251) - ----- ----- ----- ----- 68,582 15,896 42,349 - ===== ===== ===== ===== The bank loans are secured on certain of the Group's properties. Details of the maturity of the loans and the interest rates they bear are given in note 17. 17. Financial instruments The Group's only financial instruments as at 31 March 2004 are bank loans of £68,893,000 (2003: £42,600,000), cash of £756,000 (2003: £2,267,000), bank overdraft of £267,000 (2003: nil) and trade debtors and trade creditors, which arise directly from its operations. Other than as noted below short term debtors and creditors have been omitted from all disclosures below. The Group does not trade in financial instruments. Maturity profile of financial assets and liabilities 2004 2004 2003 2003 Financial Financial Financial Financial assets liabilities assets liabilities £'000 £'000 £'000 £'000 Within one year or on demand 756 (267) 2,267 - Between two and five years - (68,893) - (42,600) ----- ----- ----- ----- Gross financial liabilities 756 (69,160) 2,267 (42,600) ===== ===== ===== ===== The Group has £9,000,000 in undrawn borrowing facilities at 31 March 2004 which expire after two but before five years (2003: £11,000,000). Interest rate profile of financial assets and liabilities Weighted Period for Weighted Floating average fixed which average period Total rate Fixed rate interest the rate until £'000 £'000 £'000 rate is fixed maturity At 31 March 2004 Gross financial liabilities 69,160 26,267 42,893 6.4% 4.4 years 3.2 years ------ ------ ------ ------ ------ ------ At 31 March 2003 Gross financial liabilities 42,600 16,000 26,600 6.5% 3.43 years 3.1 years ------ ------ ------ ------ ------ ------ At 31 March 2004 Gross financial assets 756 - 756 4.2% 0.6 years 0.3 years ------ ------ ------ ------ ------ ------ At 31 March 2003 Gross financial assets 2,266 176 2,090 3.9% 0.1 years 0.1 years ------ ------ ------ ------ ------ ------ Currency profile of financial assets and liabilities 2004 2003 £'000 £'000 Financial assets Sterling 734 2,222 Euro 22 45 ------ ------ 756 2,267 ====== ====== Financial liabilities Sterling 69,160 42,600 ====== ====== All monetary assets and liabilities, including short term debtors and creditors are denominated in sterling, other than the £22,000 Euro cash balance shown above. Fair values of financial assets and liabilities 2004 2004 2003 2003 Carrying Estimated Carrying Estimated fair amount fair value amount value £'000 £'000 £'000 £'000 Cash at bank, in hand, and other liquid investments 756 756 2,267 2,267 ==== ==== ==== ==== Bank overdraft 267 267 - - ==== ==== ==== ==== Bank borrowings 68,893 69,113 42,600 43,940 ==== ==== ==== ==== The fair values have been calculated by discounting expected cash flows at interest rates prevailing at the year end. 18. Deferred taxation 2004 2004 2003 2003 Provided Provided Provided Provided Group Company Group Company £'000 £'000 £'000 £'000 The amounts provided in the accounts are: Capital allowances in advance of depreciation (330) - (556) - Short term timing differences - - (2) - Less trading losses carried forward (870) - (1,234) - ------- ------- ------- ------- (1,200) - (1,792) - ======= ======= ======= ======= There is no unprovided deferred tax at 31 March 2004 and 31 March 2003. The movement in deferred tax from the prior year relates to the charge in the profit and loss account of £592,000 (2003: charge of £73,000). The deferred tax asset is recoverable against future trading profits. 19. Called up share capital 2004 2003 £'000 £'000 Authorised: 20,000,000 (2003: 20,000,000) ordinary shares of 10p each 20,000 20,000 ======= ======= Allotted, called up and fully paid: 99,400,216 (2003: 99,400,616) ordinary shares of 10p each 9,940 9,940 ======= ======= Movements in issued share capital during the year were as follows: No. £'000 At 1 April 2003 Ordinary shares of 10p each 99,400,616 9,940 Repurchase of 150,000 10p shares for cancellation (150,000) (15) Issue of new shares 149,600 15 ------- ------- At 31 March 2004 99,400,216 9,940 ======= ======= At 31 March 2004 there were options in issue to other employees of the Group for a further 1,208,490 ordinary shares (2003: 1,203,604). Details of these options are as follows: Option Date price per Date on which Number of ordinary first the exercise ordinary Date option granted share exercisable period expires shares 16 November 1999 62.5p 16 November 2002 15 November 2009 16,500 5 May 2000 100p 5 May 2003 4 May 2010 87,700 30 November 2000 137.5p 30 November 2003 29 November 2010 47,250 1 June 2001 125.5p 1 June 2004 31 May 2011 34,500 8 November 2001 98p 8 November 2004 7 November 2011 373,550 15 May 2002 102p 15 May 2005 14 May 2012 80,300 16 December 2002 81.5p 16 December 2005 15 December 2012 193,390 2 July 2003 82.5p 2 July 2006 1 July 2013 239,150 11 November 2003 96p 11 November 2006 10 November 2013 136,150 Options to acquire 149,600 ordinary shares were exercised in the year and options to acquire 402,560 shares lapsed in the year. 20. Statement of movements on reserves Capital Share Other Profit Group Share redemption premium distributable and loss capital reserve account reserves account Total £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 April 2003 9,940 1,638 1,923 52,307 (6,857) 58,951 Profit for the financial year - - - - 651 651 Dividends - - - - (1,044) (1,044) Appropriation - - - (1,044) 1,044 - Issue of shares 15 - 36 - - 51 Purchase of own shares (15) 15 - (218) - (218) ----- ----- ----- ----- ----- ----- Balance at 31 March 2004 9,940 1,653 1,959 51,045 (6,206) 58,391 ===== ===== ===== ===== ===== ===== Company Balance at 1 April 9,940 1,638 1,923 52,307 112 65,920 2003 Profit for the financial year - - - - 7 7 Dividends - - - - (1,044) (1,044) Appropriation - - - (1,044) 1,044 - Issue of shares 15 - 36 - - 51 Purchase of own shares (15) 15 - (218) - (218) ----- ----- ----- ----- ----- ----- Balance at 31 March 2004 9,940 1,653 1,959 51,045 119 64,716 ===== ===== ===== ===== ===== ===== During the year, 150,000 ordinary shares of 10 pence each were repurchased at a price of 83 pence per share (total consideration - £125,000). The cost of the share repurchase has been offset against distributable reserves. In addition to the costs of the buy back, the Group spent £93,000 on legal fees and brokers' fees in order to gain the authority to undertake further repurchases of its own shares. These costs have also been offset against distributable reserves. 21. Financial commitments The Group has non-cancellable 2004 2004 2003 2003 operating lease Group Company Group Company commitments payable Land and Land and Land and Land and within the next year, buildings buildings buildings buildings expiring as follows: £'000 £'000 £'000 £'000 Within one year - - - - Within two to five years 174 174 110 75 After five years 2,217 - 2,321 - ------ ------ ------ ------ 2,391 174 2,431 75 ====== ====== ====== ====== 22. Capital commitments 2004 2004 2003 2003 Group Company Group Company £'000 £'000 £'000 £'000 Amounts contracted but not provided in respect of the Group's properties 7,897 - 4,711 - ====== ====== ====== ====== 23. Reconciliation of operating profit/(loss) to net cash inflow from operating activities 2004 2003 £'000 £'000 Operating profit/(loss) 4,719 (449) Depreciation 3,737 2,546 Amortisation of goodwill 97 97 Foreign exchange loss - (16) Increase in stock (36) (102) Increase in debtors (428) (1,345) Increase in creditors 1,018 2,676 Loss on disposal of fixed assets - 103 ------ ------ Net cash inflow from operating activities 9,107 3,510 ====== ====== 24. (a) Analysis of cash flows for headings netted in the cash flow statement 2004 2004 2003 2003 £'000 £'000 £'000 £'000 Returns on investments and servicing of finance Interest received 189 627 Interest paid (3,353) (1,798) Loan arrangement fees (182) (214) ------ ----- (3,346) (1,385) ===== ===== Capital expenditure and financial investment Purchase of tangible fixed assets (35,921) (29,100) Costs of termination of French operation - (270) Sale of tangible fixed assets 3,250 21 ------ ----- (32,671) (29,349) ===== ===== Financing Issue of ordinary share capital (net of expenses) 51 - Repurchase of ordinary shares (218) (11,699) ------ ----- (167) (11,699) Debt due after more than one year: Loans repaid - - New loans acquired 26,293 22,662 ------ ----- 26,293 22,662 ------ ----- Net cash inflow from financing 26,126 10,963 ===== ===== (b) Analysis of net debt At At 1 April Cash 31 March 2003 flow 2004 £'000 £'000 £'000 Cash at bank and in hand 2,267 (1,511) 756 Bank overdraft - (267) (267) ----- ----- ----- 2,267 (1,778) (489) Debt due after one year (42,600) (26,293) (68,893) ----- ----- ----- Total net debt (40,333) (28,071) (68,404) ===== ===== ===== 25. Related party transactions No related party transactions took place during the years ended 31 March 2004 and 31 March 2003. This information is provided by RNS The company news service from the London Stock Exchange
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