Interim Results

CLS HOLDINGS PLC 15 September 1999 CLS Holdings plc Interim Report 1999 Chairman's Statement The Board is pleased to announce the Group's results for the six months ended 30 June 1999. This has been a successful period for our core business and in addition, surrenders at Vista Office Centre (formerly Hoechst House) and Drury Lane have significantly added to profits as well as underpinning further growth. The results have also benefited from a reduction in interest rates. An external valuation, carried out at the half year for the first time, has shown a continuing strong performance of the Group's portfolio and in particular, the revaluation surplus at Solna, Stockholm which was acquired immediately prior to 30 June 1999, has had a significant impact. We have continued to make good progress with lettings in the London portfolio and this, combined with the potential at Solna, means that an annual rent roll in excess of £42 million is in prospect. Financial Highlights - NAV per share of 217.0 pence, (up 17.9 per cent since 31 December 1998) after external valuation. - Profit before tax up 96 per cent at £9.9 million (£5.0 million for the period to 30 June 1998). - Since 31 December 1998, 8,374,966 shares have been purchased by the Company and cancelled, representing 7.4 per cent of share capital. Further tender offer buy back proposed of 1 in 65 shares at 185 pence per share - £42.2 million cash in bank at 30 June 1999 (30 June 1998: £18.5 million). - Potential annual rent roll rises from £32.4 million today, to £42.5 million after letting vacant space and a further investment of approximately £12 million. Our share buy back programme is starting to benefit shareholders and the effect can be seen in the following statistics: Key Statistics 30.06.99 30.06.98 NAV per share 217.0 p 160.8 p up 35 % FRS 13 adjustment (after tax) (15.9) p (20.4) p down 22 % Earnings per share 8.3 p 4.0 p up 108 % Shares in issue (000's) 104,372.7 115,638.7 down 10 % Distribution per share 2.85 p 2.40 p up 19% The Group's financial performance is continuing to show strong growth. Other Financial Information 30.06.99 30.06.98 31.12.98 restated restated Property portfolio £470.3 m £375.0 m up 25 % £404.7 m Net rental income £15.1 m £14.4 m up 5 % £28.8 m Other property related income £4.1 m £ 1.4 m up 193 % £ 2.7 m Operating profit £17.3 m £14.0 m up 24 % £26.8 m Financial income £2.4 m £1.0 m up 143 % £2.1 m Profit before taxation £9.9 m £5.0 m up 96 % £11.1 m Profit after taxation £8.9 m £4.5 m up 97 % £10.1 m Net asset value £226.5 m £186.0 m up 22 % £207.6 m Cash £42.2 m £18.5 m up 129 % £29.0 m Gearing 107.3 % 99.4 % up 8 % 93.0 % Interest Cover 2.34 1.56 up 50 % 1.60 The Group has continued to perform well. A summary of our first six months' activities follows: Financial The solid financial performance of the Group has continued, with pre-tax profit amounting to £9.9 million for the six months, showing a growth of 96.3 per cent over the period to 30 June 1998. The balance sheet has been further strengthened, with net asset value increasing to 217.0 pence per share, an increase of 17.9 per cent over the position at 31 December 1998 and an increase of 35.0 per cent since 30 June 1998. Net assets have benefited from an interim property valuation showing an increase of £20.4 million (19.5 pence per share) this included the acquisition of a substantial investment at Solna in Stockholm, Sweden just prior to the half year end, which has been valued at £12.3 million in excess of cost (equivalent to 11.8 pence per share). Net Rental Income Rental income, at £15.1 million has been restated to include the effect of service charge income and expenditure, a net expense of £0.7 million (30 June 1998: £0.4 million). This reflects an increasing proportion of the portfolio, mainly relating to Swedish properties, being invoiced at an all inclusive rent. The growth of £0.8 million over June 1998 (as restated) reflected the inclusion of rent of £2 million received for a full six months at Vanerparken, which was acquired in September 1998. This was offset by a reduction in rental income from properties undergoing refurbishment, principally £0.4 million at Vista Office Centre (previously Hoechst House) and £0.2 million at 230 Blackfriars Road (previously Conoco House). Other property related income Other property related income increased by £2.7 million to £4.1 million. The principal elements included a profit of £2.5 million on the surrender of a lease at Vista Office Centre and a profit of £0.8 million on the surrender of a lease at Drury Lane. No property disposals were made during the period. Administrative expenditure Administrative expenditure increased by £0.3 million to £1.6 million. The principal reasons for this increase were costs of £0.1 million which related to new computer systems, partly in preparation for year 2000 and an increase of £0.2 million reflecting the addition of some senior staff strengthening the management team in the areas of development, international investment and finance. Of the increase in staff costs, £0.1 million was recovered as part of the management charge to Citadel Holdings plc of £0.3 million. Associate Company Citadel Holdings plc owns a high quality French office portfolio and is performing well in this improving market. In May 1999 we took the opportunity of increasing our investment in Citadel through the purchase of 1,679,074 shares from Bengt Mortstedt taking our direct holding to 17.4 per cent. As a result of our increased influence over the business of Citadel the Company is being treated as an associate in this period's figures. This contributed an additional £0.2 million to Operating profit for the six months to 30 June 1999. In addition net asset value increased by 0.08 pence as a result. Financial income and costs Interest receivable and financial income increased from £1.0 million for the period to 30 June 1998, to £2.4 million for the six months to 30 June 1999. This reflects our greatly increased level of cash balances and our improved contribution from treasury activities. Interest income amounted to £0.7 million, whilst Treasury activities contributed £1.7 million in the period mainly as a result of the timely investment of a small portion of our cash resources in Ericsson, Nokia and Scania. The book value of our treasury investments at 30 June 1999 was £1.9 million, since that date our holdings have been reduced through profitable sales of investments. Interest payable and related charges has decreased slightly to £9.8 million (30 June 1998: £9.9 million). This reflects the effect of falling interest rates, notwithstanding an increase in overall borrowing. At the period end UK sterling floating rate loans totalled £151 million. All of our UK floating rate debt is hedged by interest rate caps. Three month LIBOR rates moved from 7.81 per cent at 30 June 1998 to 5.16 per cent at 30 June 1999 although the full effect of this movement was not felt until the end of the period. The Group is continuing with its active refinancing programme. During the first half of the year the Group has incurred costs of £0.2 million in relation to associated valuation and legal fees. Taxation The Group will continue to benefit from brought forward tax losses and capital allowances, for the full year. The Profit & Loss charge of £0.9 million reflects an apportioned estimate of the charge for the whole year. Buy-backs and dividends At the year end we stated that in lieu of paying a final dividend in cash, the Company intended to make a distribution to shareholders by way of a tender offer buy-back. This was taken up in full in March of this year. With the current share price remaining at a considerable discount to net asset value we are proposing an interim distribution by way of a further tender offer buy-back of shares on the basis of 1 in 65 at a price of 185 pence per share. This will enhance net asset value per share and is equivalent in cash terms to an interim net dividend of 2.846 pence per share (1998: 2.4 pence per share), an increase of 18.6 per cent. Should the buy-back be taken up in full, the total cash expenditure will be £3.0 million and as a result, share capital will be further reduced by 1.5 per cent and the proforma net asset value per share would increase to 217.5 pence. At 31 December 1998 there were 112,747,693 ordinary shares in issue. Since that date the Company has purchased 4,775,907 shares in the market for cancellation and completed the 1998 year end tender offer buy back of 3,599,059 shares. This has involved a total cash expenditure of £10,159,986 and leaves the number of shares in issue at today's date of 104,372,727. Should the current tender o ffer buy back be fully taken up, the number of shares in issue would be further reduced by 1,605,734 to 102,766,993. Investment Properties Tangible Assets, at £470.6 million, have increased by £65.7 million (16.2 per cent) since 31 December 1998. This increase reflects the cost of acquisition of Solna (£34.5 million (SEK463 million) ) and Colne House, Watford (£6.4 million) together with the interim revaluation surplus of £20.4 million (of which Solna represented £12.3 million). Creditors Creditors falling due within one year show an increase of £50.4 million reflecting the fact that the Solna completion (£32.7 million) took place after the period end and £16.7 million of refinancings were in progress at 30 June 1999. Since the period end, the Solna acquisition has been financed by third parties on a long term basis. Debt Structure The net borrowing of the Group at 30 June 1999 was £207.8 million (31 December 1998 - £189.8 million). This reflected the active refinancing programme pursued by the Group and the funding of the acquisitions detailed above. The fair value of the Group's fixed rate debt was in excess of book value by an amount of £23.7 million (31 December 1998 - £33.2 million). The notional after tax adjustment to NAV, at a corporation tax rate of 30 per cent (31 December 1998 - 31 per cent), resulting from holding loans at fair value was £16.6 million or 15.9 pence per share (31 December 1998 - £23.0 million or 20.4 pence per share). This was the result of increased bond yields. Whilst the FRS13 adjustment is noteworthy the additional interest cost is of course expensed through the Profit & Loss Account. This excess interest charge amounted to approximately £0.7 million in the six months to 30 June 1999. Gearing at 30 June 1999 was 107.3 per cent, (31 December 1998 - 93.0 per cent) the balance of the purchase price for the acquisition of Solna of £32.7 million has been included in the calculation of gearing. Non-interest bearing debt amounted to £53.8 million (31 December 1998: £19.5 million). Year 2000 Since our review of the position at 31 December 1998, the Group's in house systems and those of its properties, where appropriate, have been fully tested to ensure they will be compliant before the year 2000 and the programme of upgrading / replacement of equipment is nearing completion. Property 230 Blackfriars, London Following the receipt of £775,000 in settlement of dilapidation in December 1998 from Conoco, we are refurbishing this property. The works are proceeding in line with our budget and due for completion this month. In April we pre-let half of the 60,000 sq ft (5,575 sq m), available, to American Express Europe Limited at £23 per sq ft (£253 per sq m). We are at an advanced stage of letting the remaining available space. Citadel House Citadel House, Fetter Lane, EC4 (now renamed Elan House) is now completely let and this will be fully income producing during the final quarter of the current year. Colne House, Watford On 2 March 1999 we acquired Colne House, Watford. This is a high yielding office investment, acquired on an initial yield of 10 per cent and let to Hitachi Europe until September 2010. Coventry House On 19 January 1999 we announced the outcome of the rent review with Aberdeen Steak Houses. This resulted in a rental uplift from £430,000 per annum to £655,000 per annum and re-affirmed our confidence in this location. We have now received consent to extend the building to create 17 luxury apartments on the upper three floors and these will be aimed at the top end of the rental market. Work has commenced on site and we anticipate completion in the summer of 2000. Negotiations are continuing with a number of potential operators of the advertising sign on top of the building and we hope to announce further progress shortly. 172 Drury Lane, London WC2 On 30 June we accepted a payment of £1.85 million from Aegis to surrender their lease. This gave rise to a profit of £0.8 million reflected in these results. The empty space has been refurbished by Aegis and we are actively marketing this space. Vista Office Centre On 18 January 1999 we announced that we had received £7.982 million from Hoechst UK Ltd for the surrender of its leasehold interest at Hoechst House, Heathrow (now renamed The Vista Office Centre). This resulted in a £2.5 million profit in the first half. The first phase of our refurbishment programme which will be completed shortly, includes a new reception area, gymnasium, tennis court, swimming pool and restaurant. We expect further progress on new lettings later in the year. Solna, Sweden On 23 June we announced our second major acquisition in Sweden. The freehold property extends over a site area of 5.2 hectares (12.9 acres) and comprises a total net lettable area of 112,900 sq. m. (1.215 million sq. ft.) made up of 60,900 sq. m. (656,000 sq. ft.) offices, 47,300 sq. m. (509,000 sq. ft) warehousing and distribution facilities, 3,500 sq. m. (38,000 sq. ft.) retail and 1,152 sq. m. (12,000 sq. ft.) residential. The site also includes over 1,600 car parking spaces, of which 59 per cent are situated underground. The property is multi let to over 60 tenants and approximately 35 per cent of the space is vacant. The current total net income of the property is in excess of SEK 28.4 million (£2.1 million) per annum and is expected to rise to SEK 60.3 million (£4.5 million) per annum when fully let. In addition, on an ERV basis total rents may rise to over SEK 80.0 million (£6.0 million). The effective cost of acquiring the company was SEK 463 million (£34.5 million) which gives an initial yield of 6.1 per cent rising to 11.2 per cent when fully let and after taking into account further investment of SEK 75 million (£5.6 million). Solna has been valued at 30 June 1999 at SEK 660 million (£49.3 million) giving rise to a surplus of £12.3 million on cost of £34.5 million. The acquisition has been financed in Swedish Kronor, therefore only equity and profits are exposed to movements in exchange rates. Total bank finance on our Swedish properties is currently SEK 843.3 million. SEK 643.3 million of which has been fixed at the rate of 6.0 per cent, the remainder floating at 4.75 per cent. The overall effective rate of interest is 5.7 per cent. Set out below is a table, first published in our annual report and accounts for the year ended 31 December 1998. The table analyses the categories of assets we own and the future potential available from new lettings and refurbishment. Comparison can also be made between the performance of our international properties and those located in London. The table has been updated to reflect acquisitions and letting activity since the year end. Yield Rent based Contracted Contract Unlet June 1999 on Receivable not yet Space Description Area Area Book receiv Rent receivable at London sq m sq ft Value able ERV (000's) (000's) £m rent £m £m £m % < 5 yrs 37.1 398.4 50.0 10.87 5.4 - 0.1 5 - 10 yrs 52.8 568.9 115.8 7.79 9.0 0.3 0.7 > 10 yrs 49.8 535.7 135.2 7.30 9.9 1.2 - Refurbish- 25.6 275.8 72.3 2.14 1.6 2.9 2.5 ment Projects Total 165.3 1,778.8 373.3 6.93 25.9 4.4 3.3 International Sweden < 10 yrs 82.0 882.5 ( 2.1 - - ( 49.3 4.26 Refurbish 30.9 332.5 ( - - 2.4 ment Projects > 10 yrs 43.2 467.8 44.4 9.19 4.1 - - Germany < 5 yrs 5.4 58.2 3.3 9.70 0.3 - - Total 161.5 1,741.0 97.0 6.71 6.5 - 2.4 Total 326.8 3,519.8 470.3 6.89 32.4 4.4 5.7 Portfolio Total Potential Income 42.5 The above table does not reflect over and underrenting of existing receivable rental income. In the UK we estimate reversionary income to be £1.5 million per annum and overrented income is £1.0 million per annum. However, virtually all of the overrented income is secured on leases with strong tenants for at least the next ten years. In relation to international properties, we estimate the net reversionary income to be approximately £1.0 million per annum. Conclusion We are satisfied with the first half year's results and continue to work on the prospects for future growth. The recently completed leisure development at One Leicester Square opened to the public last week to great critical acclaim and we are proud of our involvement in this London landmark property. The total refurbishment of 230 Blackfriars Road and the first phase of our refurbishment of Vista Office Centre will be completed within the next few weeks and we are pleased with the tenant demand for the high quality schemes. At today's date the Group's aggregate annual contracted rent roll stands at £36.8 million with a further £5.7 million in the pipe line as we let vacant space. This will provide the fuel for further growth. Of the £4.4 million of contracted rent not yet receivable, £3.9 million will be receivable for the full year ending 31 December 2000. We have a strong cash position and feel well placed to move quickly when attractive opportunities arise. We continue to believe that our London portfolio has further potential. There are further opportunities to invest outside the UK and we are investigating a number of interesting possibilities. The second half of the year is proceeding well, although we are not anticipating the significant one-off profits earned in the first half. Subject to unforeseen events occurring the Group will grow strongly and is well placed to provide attractive long-term returns for its shareholders. I take this opportunity to thank my fellow Directors, our staff and professional advisors for their support during the period. S. A. Mortstedt Executive Chairman * September 1999 CLS Holdings plc Consolidated Profit and Loss Account 6 months to 6 months to 30.06.98 12 months to 30.06.99 £ 000 31.12.98 £ 000 restated £ 000 (unaudited) (unaudited) restated Net rental income 15,129 14,378 28,758 Other property related income 4,109 1,403 2,741 19,238 15,781 31,499 Administrative expenses (1,621) (1,327) (3,228) Non recoverable property expenses (503) (493) (1,460) (2,124) (1,820) (4,688) Operating Profit 17,114 13,961 26,811 Share of operating profit in associates 170 - - Gains from sale of subsidiary - - 465 Gains from sale of investment properties - - 2,131 Profit on Ordinary Activities Before Interest 17,284 13,961 29,407 Interest receivable and financial income: Group 2,433 1,003 2,080 Associate 5 - - Interest payable and related charges: Group (9,744) (9,925) (20,433) Associate (87) - - Net interest payable (7,397) (8,922) (18,353) Profit on Ordinary Activities Before Taxation 9,891 5,039 11,054 Tax on ordinary activities: Group (939) (493) (961) Associate (7) - - Profit For The Period 8,945 4,546 10,093 Dividends - (3,406) (3,406) Retained Profit For The Period 8,945 1,140 6,687 Earning per Share 8.3p 4.0p 8.8p Diluted Earnings per Share 8.2 p 4.0p 8.8 p '000 '000 '000 Ordinary shares in issue Cumulative total 104,373 115,639 112,748 Weighted average number during the period 107,989 113,435 114,300 CLS Holdings plc Consolidated Balance Sheet 30.06.99 30.06.98 31.12.98 £ 000 £ 000 £ 000 (unaudited) (unaudited) Fixed Assets Tangible Assets 470,641 375,225 404,966 Investments 468 4,284 4,435 Investment in associate 6,268 - - 477,377 379,509 409,401 Current Assets Stocks: trading properties 83 164 83 Debtors - amounts falling due 2,402 2,851 2,597 after more than one year Debtors - amounts falling due 8,238 6,186 4,735 within one year Investments 2,594 1,611 3,217 Cash at bank and in hand 42,240 18,480 28,975 55,557 29,292 39,607 Creditors: amounts falling due (80,146) (27,223) (29,764) within one year Net Current (Liabilities) /Assets (24,589) 2,069 9,843 Total Assets Less Current 452,788 381,578 419,244 Liabilities Creditors: amounts falling due (226,250) (195,602) (211,674) after more than one year Net Assets 226,538 185,976 207,570 Capital and Reserves Called up share capital 26,093 28,910 28,187 Share premium account 38,153 49,211 49,211 Revaluation reserve 101,080 63,091 80,707 Capital Redemption Reserve 2,816 - 723 Other reserves 18,996 18,828 19,010 Profit and loss account 39,400 25,936 29,732 Total Equity Shareholders' Funds 226,538 185,976 207,570 CLS Holdings plc Cash Flow Information 30.06.99 30.06.98 31.12.98 £ 000 £ 000 £ 000 (unaudited) (unaudited) Net cash inflow from operating 21,616 15,032 28,389 activities Returns on investments and servicing of finance Interest received 2,370 983 2,020 Interest paid (8,938) (9,085) (18,730) Interest rate caps purchased (95) - (51) Net cash outflow from returns on investments and servising of (6,663) (8,102) (16,761) finance Taxation paid (1,622) (325) (899) Capital expenditure Purchase and enhancement of (12,369) (5,398) (51,352) properties Sale of investment properties - 3,900 41,392 Disposal of other fixed assets 79 14 53 Purchase of other fixed assets (2,143) (31) (296) Net cash outflow from capital (14,433) (1,515) (10,203) expenditure Acquisitions and disposals Sale of subsidiary undertaking - - 2,803 Equity dividends paid - (741) (3,517) Cash (outflow)/inflow before management of liquid resources and (1,102) 4,349 (188) financing Management of liquid resources Cash (placed)/released on short (4,550) (4,589) (10,324) term deposits Current asset investments 623 (1,400) (1,576) Net cash outflow from the management of liquid resources (3,927) (5,989) (11,900) Financing Issue of equity share capital - - - Buyback of share capital (10,335) - (3,614) Expenses paid in connection with - (7) (9) share issue New loans 38,656 1,726 51,733 Repayment of loans (14,577) (5,188) (36,310) Net cash inflow/(outflow) from 13,744 (3,469) 11,800 financing Increase/(Decrease) in cash 8,715 (5,109) (288) CLS Holdings plc 30.06.99 30.06.98 31.12.98 Statement of Total Recognised £ 000 £ 000 £ 000 Gains and Losses (unaudited) (unaudited) Profit for the period/year 8,945 4,546 10,093 Unrealised surplus on the 20,352 - 19,478 revaluation of properties Share of unrealised surplus on the revaluation of 727 - - associate properties Currency translation differences 118 on foreign (14) (66) Currency net investments Other recognised gains relating to 21,065 (66) 19,596 the year Total gains and losses recognised 30,010 4,480 29,689 Basis of Preparation and Accounting policies The unaudited results for the half-year to 30 June 1999 have been prepared in accordance with UK generally accepted accounting principles. The accounting policies applied are those set out in the Group's 1998 Annual Report and accounts except for changes in accounting as follows: Accounting for scrip dividends During the year, the Company has taken legal advice over the accounting treatment of scrip and enhanced scrip dividends which had previously been treated as a reinvestment of capital with a credit to share premium account. The Company has been advised that the legal form of these scrip dividends was a bonus issue of shares which should not result in the creation of any share premium. The accounting entries for past scrip dividends have been recalculated and as a result, an amount of £11.1 million has been transferred from share premium account to profit and loss account. Investment properties Investment properties were stated at their open market value at 30 June 1999 and as a result a £20.4 million surplus has been credited to reserves. In the past investment properties were revalued annually. CLS Holdings plc Directors, Officers and Advisors Directors Sten Mortstedt (Executive Chairman) Glyn Hirsch LLB ACA (Chief Executive) Bengt Mortstedt Juris Cand (Non-Executive Director) Keith Harris PhD *+@ (Non-executive Director) Thomas Lundqvist *+ (Non-executive Director) James Dean FRICS * (Non-executive Director) (Appointed 9 April 1999) * = member of Remuneration Committee + = member of Audit Committee @ = senior independent director Company Secretary & Solicitor Thomas J Thomson BA (Solicitor) Registered Office 6 Spring Gardens Tinworth Street London SE11 5EH Registered Number 2714781 Registered Auditors PricewaterhouseCoopers Chartered Accountants 1 Embankment Place London WC2N 6NN Registrars and Transfer Office Computershare Services plc P O Box 435 Owen House 8 Bankhead Crossway North Edinburgh EH11 4BR Clearing Bank Royal Bank of Scotland plc 24 Grosvenor Place London SW1X 7HP Financial Advisors HSBC Investment Bank plc Vintner's Place 68 Upper Thames Street London EC4V 3BJ Stockbrokers Sutherlands Ltd Dashwood House 69 Old Broad Street London EC2M 1NX CLS Holdings plc website www.clsholdings.com

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