Interim Results

Big Yellow Group PLC 27 November 2007 27 November 2007 Big Yellow Group PLC ("Big Yellow", "the Group" or "the Company") Results for the Six Months and Second Quarter ended 30 September 2007 Big Yellow Group PLC, the self storage company, is pleased to announce results for the six months and for the second quarter ended 30 September 2007. Second First quarter quarter Six months Six months ended ended ended ended 30 Sept 30 Jun 30 Sept 30 Sept 2007 2007 2007 2006 Annualised revenue * £57.8m £55.3m +5% £57.8m £50.0m +16% Revenue £15.1m £13.5m +12% £28.6m £24.4m +17% Profit before tax £46.3m £58.8m -21% Adjusted profit before tax (1) £7.2m £7.0m +3% Basic earnings per share 40.10p 38.37p +5% Adjusted earnings per share (2) 5.89p 4.47p +32% Adjusted NAV per share (3) 471.9p 347.3p +36% Interim dividend 4.0p 3.5p +14% Occupied space 1,918,000 sq ft 1,931,000 sq ft -1% 1,918,000 sq ft 1,792,000 sq ft +7% (1) See note 5 (2) See note 7 (3) See note 13 * Based on revenue at the end of the period in respect of storage and other related income • Revenue increase of 17% to £28.6 million over same period last year (2006: £24.4 million) • Adjusted profit before tax(1) of £7.2 million up 3% (2006: £7.0 million) • Adjusted net assets per share(3) up 8% to 471.9 pence as at 30 September 2007 from 437.8 pence as at 31 March 2007 • Interim dividend up 14% to 4.0 pence per ordinary share (2006: 3.5 pence) • 45 stores now open with a further 27 committed, providing 4.5 million sq ft of self storage space when completed; Sutton opened in the period, Sheen closed for redevelopment and Ealing and Barking Central stores opened after period end • Acquired nine freehold sites for redevelopment as self storage centres to provide 550,000 sq ft of storage space • Three in London at Enfield, Gypsy Corner and New Cross • One each in Reading, Birmingham, Camberley, Sheffield, Edinburgh and Guildford • Six planning consents granted since April 2007 • Formation of £150 million partnership with Pramerica Real Estate Investors Limited to develop Big Yellow stores in the Midlands, the North of England and Scotland • Banking facility increased by £50 million to £325 million, with Lloyds TSB joining the syndicate Commenting on the outlook, Nicholas Vetch, Chairman, said: "We are currently experiencing more testing trading conditions. That said this is a seasonally weak trading period, and we hope to see the usual pick up early in the new year. The group enjoys high operating margins, strong cash flow, relatively low debt gearing and owns 90% of its property assets freehold. This we believe will provide resilience to outside influences, although not complete immunity. Historically, the lack of available sites has acted as a significant barrier to the creation of new purpose built storage centres. We believe that more challenging financial markets will add a further significant barrier except for the most well capitalised companies with well established track records. We believe our £287 million, (1.9 million sq ft) development programme, which is carried at cost, will create significant valuation surpluses over the coming years, starting with the five London stores opening in the second half of this year. The equity and debt available in our newly formed partnership with Pramerica, together with the undrawn debt in our core facility, results in cash resources currently available of approximately £200 million. We feel we are ideally positioned to take advantages of opportunities which may present themselves in the year ahead." - Ends - For further information, please contact: Big Yellow Group PLC 01276 477811 Nicholas Vetch, Chairman James Gibson, Chief Executive Officer Weber Shandwick Financial 020 7067 0700 Louise Robson, John Moriarty or Charlie Hooper 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 2002. Big Yellow has expanded rapidly and now operates from 45 stores, 44 in London and the South, and one in Leeds, with a further 27 stores in development and of the 72, 61 are held freehold and three long leasehold (approximately 90%). All the stores have the distinct yellow branding, in accessible main road locations, with the majority being within the M25 or in strong urban conurbations. When fully built out the portfolio will provide approximately 4.5 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 self-storage industry. Big Yellow Group PLC ("Big Yellow", "the Group" or "the Company") Results for the Six Months and Second Quarter ended 30 September 2007 Chairman's Statement The Board of Big Yellow Group PLC, the self storage company, is pleased to announce results for the six months and for the second quarter ended 30 September 2007. FINANCIAL RESULTS Revenue for the period was £28.6 million, up 17% from the £24.4 million achieved in the comparable period last year. Revenue for the second quarter of £15.1 million was 12% up on the £13.5 million reported for the quarter to 30 June. Profit before tax in the period was £46.3 million, down from £58.8 million, largely resultant from lower revaluation surpluses following the opening of fewer stores in the period when compared to the same period last year. After adjusting for the gain on the revaluation of investment properties and other matters shown in the table below, the Group made an adjusted profit before tax in the period of £7.2 million, up 3% from £7.0 million for the same period last year. The increase in adjusted profit before tax was held back by rising net interest costs in the period (£1.9 million higher than in the comparable period last year), due to a combination of increased debt drawn down to fund the acquisition and development of new sites, and higher interest rates. We expect the impact of higher interest rates will be less going forward as we take advantage of lower medium term rates. Profit before Tax Analysis Six months Six months to Year ended to 30 Sept 30 Sept 31 March 2007 2006 2007 £m £m £m _____________________________________________________________________________ Profit before tax 46.3 58.8 152.8 Gain on revaluation of investment properties (39.8) (51.5) (138.3) Change in fair value of interest rate derivatives 0.3 (0.3) (0.7) (Gains)/losses on sale of non-current assets (0.1) - 1.1 REIT conversion costs 0.2 - 0.5 Non-recurring indirect tax costs 0.3 - - Tenant surrender premium - - (1.2) _____________________________________________________________________________ Adjusted profit before tax 7.2 7.0 14.2 _____________________________________________________________________________ STORES AND THE MARKET At the period end occupied space represented 1,918,000 sq ft, up 7% from 1,792,000 sq ft at the same time last year. This represents a 73% occupancy rate across all 43 stores open at the period end, unchanged from the same period last year. During the period we opened a store in Sutton, with further centres opened in Ealing and Barking Central since the period end. We are intending to open a further three stores in the financial year, in Balham, Merton, and our flagship 139,000 sq ft store in Fulham. We have included, as usual, a table summarising the trading performance of all our stores over the year. The portfolio of 32 stores that were open for more than two years at the beginning of the period was 83% occupied at the end of the period, with an average occupancy during the period of 84%. In addition, these 32 stores achieved EBITDA margins of 63% and after an allocation of central overhead, net operating income margins of 57%, unchanged from the same period last year. Same store revenue for these 32 stores increased 7% year-on-year, of which 6% is a result of yield improvement and the balance is occupancy growth. Total packing materials, insurance and other sales were £4.2 million (2006: £3.2 million), an increase of 31%. TAXATION The Group converted to a Real Estate Investment Trust ("REIT") on 15 January 2007. Since then we have benefited from a zero tax rate on our qualifying self storage earnings. We only pay tax on the profits attributable to our residual business, comprising primarily of the sale of packing materials and insurance. The tax charge for the period ended 30 September 2007 is £327,000. This arises due to taxation on the residual business on the exercise of share options and a £90,000 conversion charge payable on the market value of a property acquired through a corporate structure in the period. Furthermore, Big Yellow has a significant development pipeline of self storage assets within the REIT ringfence and any development profits arising on these assets will generally be tax free. DIVIDENDS Interim Interim Dividend Dividend 2007 2006 p p _________________________________________________________ Property income dividend - n/a Ordinary dividend 4.0 3.5 _________________________________________________________ Total 4.0 3.5 _________________________________________________________ Our dividend policy is governed by our REIT regulatory requirements which determine the level of property income dividend ("PID"), with any ordinary dividend in excess of this assessed by the Board based on prevailing circumstances and the outlook for the Group. As announced previously, the Board's intention in a REIT regime is to pay a total dividend in excess of the minimum PID required under the regulations. Dividends will be set based on 90% of qualifying post depreciation earnings. On the basis of the full year forecasted distributable reserves for PID purposes, no PID will be required. This position will continue to be monitored. Accordingly the Board is recommending an interim dividend of 4.0 pence per share, an increase of 14% from the prior half year dividend of 3.5 pence. The ex-dividend date will be 5 December 2007 and the record date 7 December 2007 with an intended payment date of 28 December 2007. VALUATION AND NET ASSET VALUE The Group's investment properties have been valued by Cushman and Wakefield (C& W). At 30 September 2007 the total value of the Group's properties was £788.7 million, comprising £649.4 million for the 43 storage centres which were open at the period end (and one store which has been closed for redevelopment), £131.4 million for sites held for development and £7.9 million of surplus land held for sale. The properties held for development and sale are held at historical cost less provision for impairment and have not been externally valued. The valuation translates into an adjusted net asset value of 471.9 pence per share (see note 13), up 36% from 347.3 pence per share last year and 8% from 437.8 pence per share at 31 March 2007. The value of the investment property portfolio at 30 September 2007 was £649.4 million (2006: £489.8 million), up £59.3 million from £590.1 million at 31 March 2007. The increase in valuation of the same store portfolio is £32.0 million, representing a 5.5% total uplift, of which we estimate 0.5% is a function of capital growth and 5.0% operational performance. Capital expenditure on existing stores was £8.5 million, including the cost of acquiring the freehold of our Chelmsford store. The balance of £18.8 million is the valuation of the new store opened in the period, Sutton, which comprised capital expenditure of £10.9 million and a revaluation uplift of £7.9 million. The net yield on the portfolio based on the net operating income at store level in the first year after the projected stabilisation of each store is 6.75% (March 2007: 6.80%; September 2006: 7.34%). These yields are taken as being after an allocation of overhead. As a comparison with conventional property yields, the commensurate yield pre overhead allocation is 7.37%. Valuations on self storage assets have been difficult to establish to date due to the lack of transactions. Clearer evidence is now emerging as a number of transactions have been completed recently and importantly in two instances since the current dislocation in financial markets started. Those stores that were sold were for the most part not prime freehold purpose built centres but, notwithstanding that achieved healthy prices. As at As at As at 30 Sept 30 Sept 31 March 2007 2006 2007 Analysis of Net Asset Value £'000 £'000 £'000 ____________________________________________________________________________ Basic net asset value 527.5 319.4 488.0 Exercise of share options 2.9 3.3 3.3 ____________________________________________________________________________ Diluted net asset value 530.4 322.7 491.3 Adjustments: Deferred tax on revaluation surpluses - 87.5 - Tax on fair value of interest rate swaps - - (0.1) ____________________________________________________________________________ Balance sheet adjusted net asset value 530.4 410.2 491.2 ____________________________________________________________________________ Diluted net assets per share (pence) 447.7 273.2 416.0 Balance sheet adjusted net assets per share (pence) 447.7 347.3 415.8 Diluted shares used for calculation (million) 118.5 118.1 118.1 Balance sheet adjusted net asset value (as above) (£m) 530.4 410.2 491.2 Valuation methodology assumption (see note 14) (£m) 28.8 - 25.9 Adjusted net asset value (£m) 559.2 410.2 517.1 Adjusted net assets per share (pence) 471.9 347.3 437.8 ____________________________________________________________________________ PROPERTY AND CONSTRUCTION We have had an active first half of the year with seven sites acquired in the period and a further two sites since the period end, three in London at Enfield, Gypsy Corner and New Cross and a further six in Reading, Birmingham, Camberley, Edinburgh, a second site in Sheffield and Guildford. We have also acquired the freehold of our store in Chelmsford. There are now 27 stores in the pipeline which when fully developed will represent an additional 1.7 million square feet and when open will provide the Group with a total of 72 stores and 4.5 million square feet. We have planning permission on ten of the 27 pipeline stores and are in negotiations on the remaining 17. 57% of our total stores and sites are located within the M25 and 64 (over 90% by value) are freehold or long leasehold. A further three stores, in Balham, Merton and Fulham, are expected to open in this financial year. We believe the current correction in the property market will inevitably impact the market for raw land. We are seeing signs of this and expect there to be more opportunities to acquire sites for our store development programme. ESTABLISHMENT OF PARTNERSHIP Yesterday we announced the establishment of a £150 million partnership, the Big Yellow Limited Partnership, with Pramerica Real Estate Investors Limited ("Pramerica") to develop up to 25 stores in the Midlands, the North of England and Scotland. Big Yellow is committing £25 million to the venture, and Pramerica £50 million, resulting in a one third, two thirds equity split. Big Yellow is contributing five of its development sites and its existing store in Leeds to the joint venture for a cash payment. The initial value of the sites to be transferred into the venture is £20.3 million. Big Yellow has also entered into conditional contracts to sell two more of its development properties in Birmingham and Manchester to the partnership, when they are substantially complete. A five year term development loan of £75 million has been secured from the Royal Bank of Scotland plc to further fund the Partnership. Big Yellow has the option to buy the assets or Pramerica's share of the equity in the Partnership, exercisable from 31 March 2013. In addition the Group has a right to a promote at the exit date of the partnership. Big Yellow has had an excellent eight year relationship with Pramerica since their initial investment in Big Yellow in 1999. We are pleased to have established this investment with such a prestigious institution. The Partnership will allow us to continue to expand with confidence into the northern part of the UK, whilst at the same time improving the financial performance of the group. Further it will release funds for deployment into the South of England where we expect to see more opportunities in a less competitive property market. Lastly, we will earn certain property related and operational fees from the partnership which should increase the profitability of the group in the short to medium term. FINANCING AND TREASURY The Group is strongly cash generative and draws down from its longer term committed facilities as required to meet obligations. Adjusted cash generated from operations (see note 16) increased by 15% to £16.4 million (2006: £14.3 million) for the period. Net bank debt of £250.1 million at the period end represents 32% of the Group's investment and development property assets, totalling £780.8 million, and 45% of adjusted net assets of £559.2 million. We focus on improving our cash flows and we currently have healthy interest cover of approximately 2.3 times with a relatively conservative debt structure secured principally against the freehold estate. The Group was comfortably in compliance with its bank covenants at 30 September 2007, and we forecast to be in compliance with our banking covenants in the foreseeable future. At the period end the Group had a syndicated bank facility with the Royal Bank of Scotland, Bank of Ireland and Barclays of £275 million, secured on 33 freehold and leasehold assets. Since the period end the Group has increased this facility by a further £50 million, with the addition of Lloyds TSB Bank plc to the syndicate. The net debt at the end of September of £250.1 million gives us £74.9 million, with the new facility, of available funds to expand the business with significant balance sheet space given the relatively low level of gearing. As stated we have incurred higher interest charges in the period but we expect that to diminish as medium term interest rates fall and we take the opportunity to lock in at lower levels. We have recently entered into a five year interest rate swap on £50 million at 6.2% (including margin). This will result in a significant reduction on the floating rate cost. Whilst credit markets are difficult we have demonstrated that we are able to secure debt on sensible terms from high quality lenders. Accordingly, alongside the downstream partnership funding discussed above, we are reasonably confident that we can continue to finance our planned expansion. INTERNATIONAL FRANCHISE I am pleased to announce that in May we signed our second International Franchise Agreement in the Kingdom of Bahrain with Big Yellow FZ LLC, a privately backed business set up to exploit the opportunities for development of a network of Big Yellow stores in the Gulf Cooperation Council states. Big Yellow FZ LLC also hold our franchise in Dubai, and the site for their 280,000 sq ft store is under construction and is expected to open in Spring 2008. As is typical of franchise structures, we are not investing capital in this business but providing operating know-how and the licensing of the Big Yellow brand for an upfront fee and a share of future revenues. RISKS AND UNCERTAINTIES The operational risks facing the Group for the remaining six months of the financial year are consistent with those outlined in the Annual Report for the year ended 31 March 2007. The outlook for the housing market and the economy is weaker than in March 2007, but the risk mitigating factors listed in the 2007 Annual Report are still appropriate. OUTLOOK We are currently experiencing more testing trading conditions. That said this is a seasonally weak trading period, and we hope to see the usual pick up early in the new year. The group enjoys high operating margins, strong cash flow, relatively low debt gearing and owns 90% of its property assets freehold. This we believe will provide resilience to outside influences, although not complete immunity. Historically, the lack of available sites has acted as a significant barrier to the creation of new purpose built storage centres. We believe that more challenging financial markets will add a further significant barrier except for the most well capitalised companies with well established track records. We believe our £287 million, (1.9 million sq ft) development programme, which is carried at cost, will create significant valuation surpluses over the coming years, starting with the five London stores opening in the second half of this year. The equity and debt available in our newly formed partnership with Pramerica, together with the undrawn debt in our core facility, results in cash resources currently available of approximately £200 million. We feel we are ideally positioned to take advantages of opportunities which may present themselves in the year ahead. Nicholas Vetch Chairman 26 November 2007 - Ends - RESPONSIBILITY STATEMENT We confirm to the best of our knowledge: (a) the condensed set of financial statements has been prepared in accordance with IAS 34 "Interim Financial Reporting"; (b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and (c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein). By order of the Board James Gibson Chief Executive Officer 26 November 2007 BIG YELLOW GROUP PLC PORTFOLIO SUMMARY Years since September September September September September September opening as at 1 2007 2007 2007 2006 2006 2006 April 2007 > 2 years < 2 years Total > 2 years < 2 years Total Number of stores* 32 11 43 32 9 41 ========= ========= ========= ========= ========= ========= As at 30 September 2007 Total capacity (sq ft) 1,949,000 684,000 2,633,000 1,949,000 503,000 2,452,000 Occupied space (sq ft) 1,625,000 293,000 1,918,000 1,625,000 167,000 1,792,000 Percentage occupied 83% 43% 73% 83% 33% 73% £'000 £'000 £'000 £'000 £'000 £'000 Annualised revenue 48,372 9,416 57,788 45,100 4,923 50,023 For the 6 month period: Av. Occupancy 84% 43% 73% 83% 33% 72% Av. annual rent psf £24.68 £23.10 £24.54 £23.86 £17.74 £23.54 Self storage income 20,203 3,384 23,587 19,298 1,481 20,779 Other storage related income(1) 3,379 869 4,248 2,845 405 3,250 Ancillary store rental income 41 7 48 27 20 47 _________ _________ _________ _________ _________ _________ Total revenue 23,623 4,260 27,883 22,170 1,906 24,076 Direct store operating costs (excluding depreciation) (7,704) (2,254) (9,958) (7,091) (1,484) (8,575) Short leasehold rent(2) (1,134) (21) (1,155) (1,113) - (1,113) _________ _________ _________ _________ _________ _________ Store EBITDA(3) 14,785 1,985 16,770 13,966 422 14,388 EBITDA Margin(4) 63% 47% 60% 63% 22% 60% Central overhead(5) (1,418) (248) (1,666) (1,330) (254) (1,584) _________ _________ _________ _________ _________ _________ Store Net Operating Income 13,367 1,737 15,104 12,636 168 12,804 NOI margin 57% 41% 54% 57% 9% 53% _________ _________ _________ Capital expenditure £m £m £m To 30 September 2007 158.4 77.1 235.5 Cost to complete - 2.4 2.4 _________ _________ _________ Total projected cost 158.4 79.5 237.9 _________ * - trading results for our Sheen store, which was closed for redevelopment in June 2007 are shown in stores less than 2 years. (1) Packing materials, insurance and other storage related fees. (2) Rent for 8 short leasehold properties accounted for as investment properties and finance leases under IFRS with total self storage capacity of 482,000 sq ft, plus rent for the Chelmsford store to 29 August 2007 whose Freehold was purchased at that date. The EBITDA for Chelmsford is classed within Freehold stores from 29 August. (3) Earnings before interest, tax, depreciation and amortisation. (4) Of stores open more than 2 years, the leaseholds achieved a store EBITDA of £3.22 million and EBITDA margin of 46%. The freehold stores achieved a store EBITDA of £11.56 million and EBITDA margin of 69%. (5) Allocation of overhead based on 6% of estimated stabilised income. BIG YELLOW GROUP PLC CONSOLIDATED INCOME STATEMENT Six months ended 30 September 2007 Year Six months Six months ended ended ended 31 March 30 Sept 2007 30 Sept 2006 2007 (unaudited) (unaudited) (audited) Note £'000 £'000 £'000 Revenue 2 28,635 24,448 51,248 Cost of sales (11,114) (9,008) (18,536) _________ _________ _________ Gross profit 17,521 15,440 32,712 Administrative expenses (3,024) (2,608) (5,645) _________ _________ _________ Operating profit before gains and losses on property assets 14,497 12,832 27,067 Gain on the revaluation of investment properties 39,826 51,447 138,349 Gains/(losses) on the sale of non-current assets 60 23 (1,078) _________ _________ _________ Operating profit 54,383 64,302 164,338 Investment income 218 733 1,250 Finance costs 3 (8,286) (6,229) (12,751) _________ _________ _________ Profit before taxation 46,315 58,806 152,837 Taxation 4 (327) (17,698) 60,391 _________ _________ _________ Profit for the period (attributable to equity shareholders) 45,988 41,108 213,228 ========= ========= ========= Basic earnings per share 7 40.10p 38.37p 192.97p ========= ========= ========= Diluted earnings per share 7 39.72p 37.81p 190.31p ========= ========= ========= Adjusted earnings per share are shown in note 7. All items in the income statement relate to continuing operations. BIG YELLOW GROUP PLC CONSOLIDATED BALANCE SHEET 30 September 2007 Note 30 Sept 30 Sept 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Non-current assets Investment property 8a 649,420 489,850 590,060 Development property 8a 131,428 72,171 96,393 Interest in leasehold properties 8a 24,027 26,259 27,038 Plant, equipment and owner-occupied property 8b 3,070 3,136 3,170 Goodwill 8c 1,433 1,433 1,433 _________ _________ _________ 809,378 592,849 718,094 _________ _________ _________ Current assets Inventories 362 363 437 Trade and other receivables 9 7,743 7,638 6,982 Derivative financial instruments 151 178 512 Cash and cash equivalents 919 35,960 2,110 Deferred tax asset 11 530 - 650 Non-current assets classified as held for sale 8d 7,891 19,000 18,227 _________ _________ _________ 17,596 63,139 28,918 _________ _________ _________ Total assets 826,974 655,988 747,012 ========= ========= ========= Current liabilities Trade and other payables 10 (20,138) (21,488) (25,586) Obligations under finance leases (2,094) (2,219) (2,306) Current tax liabilities - REIT conversion charge (90) - (11,997) - Corporation tax liability (85) - (71) _________ _________ _________ (22,407) (23,707) (39,960) _________ _________ _________ Non-current liabilities Bank borrowings 12 (250,015) (191,429) (189,225) Deferred tax liabilities 11 - (89,766) - Obligations under finance leases (21,933) (24,040) (24,732) Other payables 10 (5,116) (7,674) (5,116) _________ _________ _________ (277,064) (312,909) (219,073) _________ _________ _________ Total liabilities (299,471) (336,616) (259,033) ========= ========= ========= Net assets 527,503 319,372 487,979 ========= ========= ========= Equity Called up share capital 15 11,525 11,443 11,456 Share premium account 15 41,393 40,824 40,864 Reserves 15 474,585 267,105 435,659 _________ _________ _________ Equity shareholders' funds 527,503 319,372 487,979 ========= ========= ========= BIG YELLOW GROUP PLC CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE Six months ended 30 September 2007 Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Current and deferred tax recognised in equity 103 (1,461) (1,230) _________ _________ _________ Net income/(expense) recognised directly in equity for the period 103 (1,461) (1,230) Profit for the year 45,988 41,108 213,228 _________ _________ _________ Total recognised income and expense for the period attributable to equity shareholders 46,091 39,647 211,998 ========= ========= ========= BIG YELLOW GROUP PLC CONSOLIDATED CASH FLOW STATEMENT Six months ended 30 September 2007 Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) Note £'000 £'000 £'000 Operating profit 54,383 64,302 164,338 Gain on the revaluation of investment properties (39,826) (51,447) (138,349) (Gain)/loss on non-current assets (60) (23) 1,078 Depreciation 702 703 1,349 Employee share options 196 148 336 Decrease/(increase) in inventories 75 (25) (99) (Increase)/decrease in receivables (647) 685 (978) Increase in payables 1,137 2,589 2,523 _________ _________ _________ Cash generated from operations 16 15,960 16,932 30,198 Interest paid (8,127) (5,492) (14,073) Interest received 104 264 601 REIT conversion charge paid (11,997) - - _________ _________ _________ Cash flows from operating activities (4,060) 11,704 16,726 _________ _________ _________ Investing activities Sale of non-current assets 10,500 - 2,165 Purchase of non-current assets (61,868) (61,195) (96,006) _________ _________ _________ Cash flows from investing activities (51,368) (61,195) (93,841) _________ _________ _________ Financing activities Issue of share capital 598 38,324 38,376 Purchase of own shares (1,084) - - Equity dividends paid (6,277) (3,066) (7,051) Increase in borrowings 61,000 36,000 33,707 _________ _________ _________ Cash flows from financing activities 54,237 71,258 65,032 _________ _________ _________ Net (decrease)/increase in cash and cash equivalents A (1,191) 21,767 (12,083) Opening cash and cash equivalents 2,110 14,193 14,193 _________ _________ _________ Closing cash and cash equivalents 919 35,960 2,110 ========= ========= ========= BIG YELLOW GROUP PLC A. Reconciliation of net cash flow to movement in net debt Six months ended 30 September 2007 Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Net (decrease)/increase in cash and cash equivalents in the period (1,191) 21,767 (12,083) Cash inflow from increase in debt financing (61,000) (36,000) (33,707) _________ _________ _________ Change in net debt resulting from cash flows (62,191) (14,233) (45,790) Movement in net debt in the period (62,191) (14,233) (45,790) Net debt at start of period (187,890) (142,100) (142,100) _________ _________ _________ Net debt at end of period (250,081) (156,333) (187,890) ========= ========= ========= BIG YELLOW GROUP PLC Notes to the Interim Review 1. ACCOUNTING POLICIES Basis of preparation The results for the half-year ended 30 September 2007 are unaudited and were approved by the Board on 26 November 2007. The financial information contained in this report does not constitute statutory accounts within the meaning of the section 240 of the Companies Act 1985. The full accounts for the year ended 31 March 2007, which received an unqualified report from the auditors, and did not contain a statement under S.237(2) or (3) of the Companies Act 1985, have been filed with the Registrar of Companies. The interim report has been prepared in accordance with IAS 34 "Interim Financial Reporting". The unaudited information in the interim financial statements has been prepared in accordance with International Financial Reporting Standards ("IFRS") and on the basis of the accounting policies set out in the 2007 Big Yellow Group PLC Annual Report and Accounts. 2. SEGMENTAL INFORMATION Revenue represents amounts derived from the provision of self storage accommodation and related services which fall within the Group's ordinary activities after deduction of trade discounts and value added tax. The Group's net assets, revenue and profit before tax are attributable to one activity, the provision of self storage accommodation and related services. These all arise in the United Kingdom with the exception of £100,000 of income which arose in Bahrain. Six months Six months ended ended Year ended 30 Sept 30 Sept 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Open stores Self storage income 23,587 20,779 42,222 Other storage related income 4,248 3,250 6,741 Ancillary store rental income 48 47 86 _________ _________ _________ 27,883 24,076 49,049 Stores under development Non-storage income 652 372 927 Surrender premiums received - - 1,172 _________ _________ _________ 652 372 2,099 Franchise income Franchise fee received 100 - 100 _________ _________ _________ 100 - 100 _________ _________ _________ Total revenue 28,635 24,448 51,248 ========= ========= ========= Further analysis of the Group's operating revenue and costs can be found in the Portfolio Summary. 3. FINANCE COSTS Six months Six months ended ended Year ended 30 Sept 30 Sept 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Interest on bank borrowings 7,133 5,413 11,124 Other interest payable 3 19 20 Interest on finance lease obligations 789 797 1,607 Change in fair value of interest rate swaps 361 - - _________ _________ _________ Finance Costs 8,286 6,229 12,751 ========= ========= ========= 4. TAX Six months Six months ended ended Year ended 30 Sept 30 Sept 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Current tax - UK corporation tax at 30% 237 2,605 2,739 Current tax - REIT conversion charge 90 - 11,997 Deferred tax - 15,093 (75,127) _________ _________ _________ 327 17,698 (60,391) ========= ========= ========= In addition to the current period income statement tax charge of £327,000, there is an overall credit to reserves of £103,000. This consists of a credit for the current tax deduction of £223,000 and a charge of £120,000 in respect of the reduction in the deferred tax asset arising on potential future deductions from the exercise of share options. 5. ADJUSTED PROFIT BEFORE TAX Six months Six months ended ended Year ended 30 Sept 30 Sept 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Profit before tax 46,315 58,806 152,837 _________ _________ _________ Gain on revaluation of investment properties (39,826) (51,447) (138,349) Change in fair value of interest rate swaps 361 (320) (654) (Gains)/losses on sale of non-current assets (60) (23) 1,078 REIT conversion costs 153 - 493 Non-recurring indirect tax cost 304 - - Tenant surrender premium - - (1,172) _________ _________ _________ Adjusted profit before tax 7,247 7,016 14,233 ========= ========= ========= Adjusted profit before tax, excluding gains on revaluation of investment properties, changes in fair value of interest rate swaps, non recurring items of income and expenditure, and gains or losses on the sale of non-current assets, has been disclosed to give a clearer understanding of the Group's underlying trading performance. 6. DIVIDENDS An interim dividend of 4.0 pence per ordinary share has been declared (2006: 3.5 pence). The ex-dividend date will be 5 December 2007 and the record date 7 December 2007 with an intended payment date of 28 December 2007. The interim dividend has not been included as a liability at 30 September 2007. The 2007 final dividend of £6,277,000 representing 5.5 pence per ordinary share was paid on 18 July 2007 and is included in Note 15, Movements in Equity. 7. EARNINGS PER ORDINARY SHARE Six months ended Six months ended Year ended 30 September 2007 30 September 2006 31 March 2007 (unaudited) (unaudited) (audited) Pence Pence Pence Earnings Shares per Earnings Shares per Earnings Shares per £m Million share £m Million share £m million share Basic 45.99 114.68 40.10 41.11 107.15 38.37 213.23 110.50 192.97 Adjustments: Dilutive share options 1.09 (0.38) 1.57 (0.56) 1.54 (2.66) _______ _______ _______ _______ _______ _______ _______ _______ _______ Diluted 45.99 115.77 39.72 41.11 108.72 37.81 213.23 112.04 190.31 _______ _______ _______ _______ _______ _______ _______ _______ _______ Adjustments: Gain on investment properties (39.83) (34.40) (51.45) (47.32) (138.35) (123.48) Change in fair value of interest rate swaps 0.36 0.31 (0.32) (0.29) (0.65) (0.58) (Gain)/loss on sale of non-current assets (0.06) (0.05) (0.02) (0.02) 1.08 0.96 Tenant surrender premium - - - - (1.17) (1.04) REIT conversion costs 0.15 0.13 - - 0.49 0.44 Non-recurring indirect tax cost 0.30 0.26 - - - - REIT conversion charge - - - - 12.00 10.71 Deferred tax - - - - (75.13) (67.06) Tax effect of non- recurring items* (0.09) (0.08) 15.54 14.29 (0.28) (0.25) _______ _______ _______ _______ _______ _______ _______ _______ _______ Adjusted 6.82 115.77 5.89 4.86 108.72 4.47 11.22 112.04 10.01 _______ _______ _______ _______ _______ _______ _______ _______ _______ The adjustment for gains and losses on sale of non-current assets has been included for consistency with the calculation of adjusted profit before tax (see note 5). * - this takes into account the tax effect of the change in fair value of derivatives, the losses on non-current assets and the non-recurring indirect tax cost to the extent that they fall outside the exempt business. 8. NON-CURRENT ASSETS a) Investment property, Development property and Interests in leasehold properties Interest in Investment Development leasehold property property properties £'000 £'000 £'000 At 1 April 2007 590,060 96,393 27,038 Additions 3,431 45,974 - Purchase of freehold 5,164 - (2,459) Adjustment to present value - - (183) Reclassifications 10,939 (10,939) - Revaluation 39,826 - - Depreciation - - (369) ________ ________ ________ At 30 September 2007 649,420 131,428 24,027 ======== ======== ======== b) Plant equipment and owner occupied property Fixtures, fittings Freehold Leasehold Plant and and office property improvements machinery equipment Total £'000 £000 £'000 £'000 £'000 Cost At 1 April 2007 1,796 17 563 4,044 6,420 Additions 5 18 23 187 233 ________ ________ ________ _______ _______ At 30 September 2007 1,801 35 586 4,231 6,653 ________ ________ ________ _______ _______ Accumulated Depreciation At 1 April 2007 (50) (17) (215) (2,968) (3,250) Charge for the period (22) (2) (35) (274) (333) ________ ________ ________ _______ _______ At 30 September 2007 (72) (19) (250) (3,242) (3,583) ________ ________ ________ _______ _______ Net book value At 30 September 2007 1,729 16 336 989 3,070 ======== ======== ======== ======= ======= At 31 March 2007 1,746 - 348 1,076 3,170 ======== ======== ======== ======= ======= c) Goodwill Goodwill relates to the purchase of Big Yellow Self Storage Company Limited in 1999. The asset is tested annually for impairment. The carrying value of £1.4 million remains unchanged from the prior year as there is considered to be no impairment in the value of the asset. d) Non-current assets classified as held for sale The Group has land at one site with a total book value of £7.9 million. Land at this site is surplus to requirements and the Group intends to sell it within the next 12 months. 9. TRADE AND OTHER RECEIVABLES 30 Sept 30 Sept 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Trade receivables 1,839 1,322 1,449 Other receivables 1,456 2,499 267 Prepayments and accrued income 4,448 3,817 5,266 ________ ________ ________ 7,743 7,638 6,982 ======== ======== ======== 10. TRADE AND OTHER PAYABLES 30 Sept 30 Sept 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Current Trade payables 5,743 2,822 5,283 Other payables 3,966 5,393 2,584 Accruals and deferred income 7,872 11,778 15,162 VAT repayable under Capital Goods Scheme 2,557 1,495 2,557 ________ ________ ________ 20,138 21,488 25,586 ======== ======== ======== Non-current VAT repayable under Capital Goods Scheme 5,116 7,674 5,116 ======== ======== ======== 11. DEFERRED TAX 30 Sept 30 Sept 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £'000 £'000 £'000 The amounts provided in the accounts are: Revaluation of investment properties - 87,493 - Capital allowances in advance of depreciation - 3,579 - Deduction for share options (530) (454) (650) Other items - (852) - ________ ________ ________ (530) 89,766 (650) ======== ======== ======== 12. BANK BORROWINGS 30 Sept 30 Sept 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Bank borrowings 251,000 192,259 190,000 Unamortised loan arrangement costs (985) (830) (775) ________ ________ ________ 250,015 191,429 189,225 ======== ======== ======== The bank loans are secured on certain of the Group's properties. The loan is due to expire on 4 April 2010. Subsequent to the period end, the facility has been extended from £275 million to £325 million. 13. ADJUSTED NET ASSETS PER SHARE Analysis of net asset value As at As at As at 30 Sept 2007 30 Sept 2006 31 March 2007 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Basic net asset value 527,503 319,372 487,979 Exercise of share options 2,943 3,346 3,345 _______________________________________ Diluted net asset value 530,446 322,718 491,324 _______________________________________ Adjustments: Deferred tax on revaluation - 87,493 - Tax on fair value of interest rate swaps (7) (53) (154) _______________________________________ Adjusted net asset value 530,439 410,158 491,170 _______________________________________ Basic net assets per share (pence) 461.0 280.6 428.3 Diluted net assets per share (pence) 447.7 273.2 416.0 Balance sheet adjusted net assets per share (pence) 447.7 347.3 415.8 Balance sheet adjusted net asset value 530,439 491,170 Valuation methodology assumption (see note 14) 28,750 * 25,890 ___________ ___________ Adjusted net asset value (£'000) 559,189 517,060 Adjusted net assets per share (pence) 471.9 437.8 Shares in issue 115,251,181 114,437,110 114,559,534 Own shares held (815,000) (615,000) (615,000) Basic shares in issue used for calculation 114,436,181 113,822,110 113,944,534 Exercise of share options 4,053,196 4,282,645 4,167,888 Diluted shares used for calculation 118,489,377 118,104,755 118,112,422 * - there was no valuation carried out on the basis of a sale in a corporate structure at 30 September 2006. Net assets per share are shareholders' funds divided by the number of shares at the period end. The shares currently held in the Group's employee benefits trust and treasury shares (own shares held) are excluded from both net assets and the number of shares. Adjusted net assets per share include: • the effect of those shares issuable under employee share option schemes; • deferred tax on the revaluation uplift on freehold and leasehold properties; • tax on the fair value adjustment on interest rate swaps; and • the effect of the revised valuation methodology assumptions (see note 14) 14. VALUATIONS Revaluation on deemed £'000 Deemed Cost Valuation cost Freehold Stores* As at 1 April 2007 192,951 521,420 328,469 Movement in period 19,392 57,970 38,578 Transfer on purchase of freehold 1,649 4,050 2,401 ________ ________ ________ As at 30 Sept 2007 213,992 583,440 369,448 Leasehold Stores As at 1 April 2007 18,563 68,640 50,077 Movement in period 142 1,390 1,248 Transfer on purchase of freehold (1,649) (4,050) (2,401) ________ ________ ________ As at 30 Sept 2007 17,056 65,980 48,924 All Stores As at 1 April 2007 211,514 590,060 378,546 Movement in period 19,534 59,360 39,826 ________ ________ ________ As at 30 Sept 2007 231,048 649,420 418,372 ======== ======== ======== * Includes one long leasehold property The freehold and leasehold investment properties have been valued as at 30 September 2007 by external valuers, Cushman & Wakefield ("C&W"). The valuation has been carried out in accordance with the RICS Appraisal and Valuation Standards published by The Royal Institution of Chartered Surveyors ("the Red Book"). The valuation of each of the trading properties has been prepared on the basis of Market Value as a fully equipped operational entity, having regard to trading potential. The valuation has been provided for accounts purposes and as such, is a Regulated Purpose Valuation as defined in the Red Book. In compliance with the disclosure requirements of the Red Book, C&W have confirmed that: • The members of the RICS who have been the signatories to the valuations provided to the Group for the same purposes as this valuation have done so since September 2004. • C&W have continuously been carrying out this valuation for the same purposes as this valuation on behalf of the Group since September 2004. • C&W do not provide other significant professional or agency services to the Group. • In relation to the preceding financial year of C&W, the proportion of the total fees payable by the Group to the total fee income of the firm is less than 5%. Methodology C&W have adopted different approaches for the valuation of the leasehold and freehold assets as follows: Freehold The valuation is based on a discounted cash flow of the net operating income over a ten year period and notional sale of the asset at the end of the tenth year. Assumptions A. Net operating income is based on projected revenue received less projected operating costs together with a central administration charge representing 6% of the estimated annual revenue. The initial net operating income is calculated by estimating the net operating income in the first 12 months following the valuation date. B. The net operating income in future years is calculated assuming straight-line absorption from day one actual occupancy to an estimated stabilised/mature occupancy level. In the valuation the assumed stabilised occupancy level for the 43 trading stores (both freeholds and leaseholds) open at 30 September 2007 averages 86.07% (March 2007: 86.06%; September 2006: 86.06%). The projected revenues and costs have been adjusted for estimated cost inflation and revenue growth. C. The capitalisation rates applied to existing and future net cash flow have been estimated by reference to underlying yields for industrial and retail warehouse property, bank base rates, ten year money rates, inflation and the available evidence of transactions in the sector. On average, for all 43 trading stores, the yield (net of purchaser's costs) arising from the first year of the projected cash flow is 5.39% (March 2007: 5.24%; September 2006: 5.77%). This rises to 6.75% (March 2007: 6.8%; September 2006: 7.34%) based on the projected cash flow for the first year following estimated stabilisation in respect of each property. D. The future net cash flow projections (including revenue growth and cost inflation) have been discounted at a rate that reflects the risk associated with each asset. The weighted average annual discount rate adopted (for both freeholds and leaseholds) is 10.22% (March 2007: 10.19%; September 2006: 10.39%). E. Purchaser's costs of 5.75% have been assumed initially and sale plus purchaser's costs totalling 6.75% are assumed on the notional sales in the tenth year in relation to the freehold stores. Leasehold The same methodology has been used as for freeholds, except that no sale of the assets in the tenth year is assumed but the discounted cash flow is extended to the expiry of the lease. The average unexpired term of the Group's leaseholds is 18.0 years (March 2007: 18.8 years; September 2006: 19.3 years). Valuation assumption for purchaser's costs The Group's investment property assets have been valued for the purposes of the financial statements after deducting notional purchaser's cost of 5.75% of gross value, as if they were sold directly as property assets. The valuation is an asset valuation which is entirely linked to the operating performance of the business. They would have to be sold with the benefit of operational contracts, employment contracts and customer contracts, which would be very difficult to achieve except in a corporate structure. We believe therefore that the valuation assumptions should be adjusted to reflect the reality. This approach follows the logic of the valuation methodology in that the valuation is based on a capitalisation of the net operating income after allowing a deduction for operational cost and an allowance for central administration costs. Sale in a corporate structure would result in a reduction in the assumed Stamp Duty Land Tax but an increase in other transaction costs reflecting additional due diligence resulting in a reduced notional purchaser's cost of 2.75% of gross value. All the significant sized transactions that have been concluded in the UK in recent years were completed in a corporate structure. We therefore instructed C&W to carry out a Red Book valuation on the above basis, and this results in a higher property valuation at 30 September 2007 of £678,170,000 (£28,750,000 higher than the value recorded in the financial statements or 24.2 pence per share). We have included this revised valuation in the adjusted diluted net asset calculation (see note 13). 15. MOVEMENT IN EQUITY Share Capital Share premium redemption Retained Own capital account reserve earnings Shares Total £'000 £'000 £'000 £'000 £'000 £'000 At 1 April 2007 11,456 40,864 1,653 434,818 (812) 487,979 Profit for the period - - - 45,988 - 45,988 Current/deferred tax - - - 103 - 103 Dividend - - - (6,277) - (6,277) Issue of shares 69 529 - - - 598 Equity share options - - - 196 - 196 Purchase of own shares - - - - (1,084) (1,084) _______ _______ _______ _______ _______ ________ At 30 September 2007 11,525 41,393 1,653 474,828 (1,896) 527,503 ======= ======= ======= ======= ======= ======== 16. ADJUSTED CASH GENERATED FROM OPERATIONS Six months Six months Year ended ended ended 30 Sept 30 Sept 31 March 2007 2006 2007 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Cash generated from operations 15,960 16,932 30,198 Movement in debtors from excluding effects of share options 1,141 - - Movement in creditors from excluding effects of share options (666) (2,643) - ________ ________ ________ Adjusted cash generated from operations 16,435 14,289 30,198 ======== ======== ======== 17. RELATED PARTY TRANSACTIONS There were no related party transactions during the period. 18. JOINT VENTURE Big Yellow Group PLC (BYG) is pleased to announce the establishment of a £150 million investment partnership ("the Partnership") with funds managed by Pramerica Real Estate Investors Limited ("Pramerica") to develop up to 25 stores in the Midlands and North of England and Scotland. The Partnership will have a four year exclusivity period on the defined territory. BYG and Pramerica are investing up to £25 million and £50 million respectively into the Partnership, of which £4.5 million and £9 million respectively, will be invested on 30 November 2007, the completion date. All further investments into the Partnership by Big Yellow and Pramerica will be in the ratio of one third and two thirds respectively. A five year term non recourse loan of £75 million has been secured by the Partnership from the Royal Bank of Scotland PLC to provide investment and development funding. BYG has initially agreed to sell five of its development sites together with its existing store in Leeds to the Partnership. The consideration for the sites and the store to be transferred into the Partnership, is £20.3 million in cash, representing a small surplus on book value. BYG has also entered into conditional contracts to sell two more of its development sites at Manchester and Birmingham to the Partnership. In the case of Birmingham it is intended that BYG will develop the store which will be transferred to the Partnership shortly prior to its completion at cost plus a small surplus. In the case of Manchester, BYG has previously entered into a conditional agreement with Crosby Homes (North West) Limited, ("Crosby") for the development of a significant sized mixed use scheme to include the shell of an 80,000 sq ft self storage centre to be developed at the expense of Crosby. In the event that the conditions of that agreement are satisfied, then BYG will fit out the store at its own cost and shortly prior to its completion transfer the store, to the Partnership at the then open market value. The initial proceeds received by BYG from the sale of the development sites and the Leeds store to the Partnership will be used to further the Group's southern UK business, and also to finance its contributions to the Partnership. In the year ended 31 March 2007, the profits before tax attributable to the development sites and the Leeds store being sold to the Partnership, amounted to £0.3 million. BYG has further entered into agreements with the Partnership to provide both development and operational management services on the initial sites and future sites and stores. In consideration for these services, BYG will receive certain acquisition, planning, construction management and operating fees. BYG has an option to purchase the assets contained within the Partnership or the interest in the Partnership which it does not own exercisable from the 31 March 2013. On exit whether by way of exercise of the options as set out above or a sale to a third party, BYG is entitled to certain promotes, which would result in BYG sharing in the surplus created in the partnership. The Board of the Partnership will comprise two representatives of both Pramerica and BYG. 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