Final Results - Part 2

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