Final Results - Year Ended 31 December 1999

Derwent Valley Holdings PLC 14 March 2000 DERWENT VALLEY HOLDINGS PLC Preliminary announcement of results Year ended 31st December 1999 - Derwent Valley, the specialist investor/refurbisher of Central London properties, announces a 19.4% increase in net asset value, together with increased profits and dividend for the year ended 31st December 1999. 1999 1998 Increase NAV Per share (p) 720 603 19.4% Net rental income (£m) 27.1 26.1 3.8% Adjusted profit before tax (£m) 11.5 10.3 11.7% FRS3 profit before tax (£m) 16.6 10.6 56.6% Adjusted earnings per share (p) 18.89 15.65 20.7% Dividend per share (p) 7.70 7.20 6.9% - Investment portfolio valued at £604 million, of which 97% by value is in Central London. - Acquisitions totalled £97 million in 1999, including a portfolio of nine properties costing £70 million. - Property disposals realised £45 million in 1999 and contracts have been exchanged on a further £15 million to date in 2000. - Capital expenditure is planned to nearly double to £60 million over 2000 and 2001 compared with the previous two years. - Schemes ongoing in 2000 include Broadwick Street, Soho, W1 (3,020 m2), Oliver's Yard, EC2 (16,400 m2) and Panton House, SW1 (2,630 m2). - Both major schemes completed in 1999 have been fully let - Hythe House, Hammersmith, W6 (5,330 m2) and Holden House, Rathbone Place, W1 (3,720 m2). - John Ivey, Chairman, commented: 'This performance has been driven by the group's ongoing strategy of investing in, and vigorous management of, property in one defined area, the metropolis - Central London. I remain confident that our investment in Central London, supported by enterprising management and innovative refurbishment projects, will deliver the strong growth that your board strives to achieve.' Enquiries: Derwent Valley Holdings plc John Burns, Managing Director 020 7486 4848 Citigate Dewe Rogerson John Rudofsky 020 7638 9571 CHAIRMAN'S STATEMENT The final year of the century saw continued growth for Derwent Valley with net asset value per share rising 19.4% from 603p to 720p. Over the last five years, the net asset value per share has risen by 137%, equating to a compound growth rate of 18.8% per annum. This performance, which ranks as one of the highest in the sector, has been driven by the group's ongoing strategy of investing in, and vigorous management of, property in one defined area, the metropolis - Central London. Profit before taxation for the year, after adjusting for the surplus on the disposal of investment properties, rose £1.2 million to £11.5 million. Earnings per share, calculated on the same basis, rose from 15.65p per share to 18.89p, an increase of over 20%. The disposal of investment properties raised £45 million and realised a profit of £5.3 million compared with £0.6 million in 1998. Consequently, FRS3 profit before taxation increased 56% from £10.6 million to £16.6 million. Net rental income rose £1.0 million in 1999. Lettings and rent reviews added £2.5 million to the rent roll but this was offset by £1.2 million of income foregone due to the continuing level of refurbishment and redevelopment activity. Acquisitions and disposals had a broadly neutral net effect on rent received and property outgoings showed only a marginal increase on the previous year. Administrative costs included two items which had no comparables in 1998. The first of these was the result of the company's forthcoming move to new premises, which led to the accelerated amortisation of £0.3 million of capitalised costs associated with the existing head office. Secondly, a provision of £0.3 million has been made in respect of the estimated payments due under the performance related bonus scheme introduced in 1999. However, profits did benefit from lower interest rates during the year and also a small contribution from trading. A final dividend of 5.35p per share is recommended by the directors. This, when taken with the interim dividend of 2.35p, brings the total for the year to 7.7p, an increase on the previous year of nearly 7%. The final dividend will be paid on 5th June 2000 to those shareholders on the register on 19th May 2000. The year end valuation of the investment portfolio was £604 million, an uplift of £53 million. Driven by the strong rental growth seen throughout Central London, the underlying increase in value of those properties held for the full year was 10.4% compared with the Investment Property Databank Capital Growth Annual Index of 7.4%. This result was achieved in spite of the fact that the value of the investment portfolio included £32 million of properties undergoing development, which are not revalued at the year end, compared with £7 million the previous year. Despite a strong and competitive Central London investment market, the group was able to add £97 million of property to its portfolio, all of which was located in its core operating area. The principal purchase, completed in October, was a £70 million portfolio of nine properties, which introduced new opportunities for refurbishment and active lease management. During the year, 10 properties, including four in the provinces, were sold. Refurbishment from within the portfolio is one of the driving forces of the group's business and last year the ongoing programme of works incurred capital expenditure of £18 million, making a total of £34 million over the last two years. During 2000 and 2001, capital expenditure is planned to nearly double to £60 million, of which £28 million is anticipated to be spent this current year. Projects include Broadwick House, Soho, W1 where the 3,020m2 redevelopment is due for completion in autumn 2000, Oliver's Yard, EC2 (formerly known as Companies House) where work has commenced on a 16,400 m2 scheme with the first phase being available in mid-2001 and Panton House, Haymarket, SW1, acquired in the October portfolio transaction, where a 2,630 m2 scheme is due for completion in autumn 2001. The group's recent major refurbishment schemes at Hythe House, Hammersmith, W6 and Holden House, Rathbone Place, W1, have been fully let. The strength of tenant demand was confirmed at Holden House, where the entire 3,720m2 of refurbished offices was pre-let to five tenants. The investment market in the metropolis remains strong, with rental levels continuing to move forward. The group has a number of exciting, current and future, refurbishment projects, and has sufficient resources for further acquisitions when opportunities arise. I remain confident that our investment in Central London, supported by enterprising management and innovative refurbishment projects, will deliver the strong growth that your board strives to achieve. 14th March 2000 J. C. Ivey PROPERTY REVIEW Since its formation in 1984, Derwent Valley has maintained its strategy of creating a Central London property portfolio. This will continue. Central London is seeing a transformation, as it moves to a 24 hour 7 day city, with the arrival of new types of occupiers and a resurgence for living in the capital. As a result, locations which were considered unfashionable a few years ago, but had the potential to offer exciting space and the amenities to support it, are now the new vibrant areas. Acquisitions are made not only in the established locations such as Soho, Covent Garden and Victoria but also in these new and emerging 'villages', for example the areas in and around Clerkenwell and that north of Oxford Street, now known as Noho. The group has significant holdings in these locations, having identified their potential early on. Derwent Valley is a disciplined purchaser, in terms of price and in seeking the right opportunity. We buy investment properties with certain key characteristics - multi-tenanted, varied lease profiles, for instance - and with the potential for refurbishment or redevelopment. A recent example of this is Panton House, SW1, purchased in October 1999, and where a refurbishment scheme is scheduled to commence later this year to provide 2,630 m2 of office and retail/restaurant space. For the medium term, we are reviewing the development opportunities provided by the unutilised courtyard within the centre of the five Covent Garden properties, which were also acquired in October 1999. In the meantime, these have good rental growth prospects. The on-going process of portfolio realignment is equally as important as acquisitions. The aim is to focus the portfolio not only on larger buildings, which have more potential, but also to dispose of those non-core properties where further growth is limited, following either completion of a refurbishment or lease management opportunities having been exploited. During the year, we took the opportunity to dispose of 10 properties which raised £45 million. These included four properties from the provincial portfolio, which was the poor performer in 1999, but which now represents only 3% of the portfolio against 7% last year. The average lot size within the portfolio at the year end was just over £11 million. This was more than double the figure five years ago. Approximately 60% of the portfolio is now contained within 15 buildings, each valued in excess of £15 million. Refurbishment and redevelopment are a key factor in unlocking and adding value to the portfolio, but with this goes increased risk. The board manages this by phasing its projects so that key ratios, such as interest cover, remain at acceptable levels. During Phase I of the scheme at Holden House, W1, we were able to retain the retail and some office income, while the complicated office reconfiguration and the retail extension were undertaken. This approach also means we can benefit from evidence of recent rental levels within the building as each phase is completed. However, rolling refurbishments do not always maximise value and, consequently, at Broadwick House, W1 in the heart of Soho, the group decided to develop a landmark office building, as a refurbishment would have only produced mediocre space at best. A major factor in letting space in our buildings is our attention to good, contemporary design and our knowledge of tenants' requirements. Our reputation for providing quality space is now well established and often facilitates the pre-letting of a scheme, thus reducing void costs. This was the case at Holden House, W1, which was completed last year and pre-let to five tenants while at Morelands Buildings, EC1, and Greencoat House, SW1, new rental levels for each property were established following completion of further phases of their refurbishment schemes. This success has encouraged the group to progress further schemes, such as Oliver's Yard, EC2, a 16,400 m2 air-conditioned office refurbishment which commenced early this year. This is our largest scheme to date. The existing eight storey building has the scope to provide exciting modern space, without redevelopment. There are excellent floor plates and natural light, but the building lacks identity and needs regenerating. It is in an improving location, where demand is coming from businesses that need access to the City core, such as telecommunication companies. Our refurbishment activity has increased vacancy levels within the portfolio and, consequently, slowed the growth in rental income. At the year end, 34,600 m2 of vacant space represented 17% of our total floor area, against 12% last year and current levels of 5% in Central London. However, only 5,600 m2 or 3% of floor area was available for letting, with the balance of 29,000 m2 under refurbishment or redevelopment. Since the year end, 2,850 m2 of the available space has been let which will produce rental income of £0.8 million per annum. The portfolio has considerable reversionary income from a combination of vacant space, current schemes and reversions from core properties. At the year end, the available space had a rental value of £1.8 million per annum and current schemes will add a further £7.8 million per annum. Additionally, the core portfolio has further reversionary potential of £11 million per annum. FINANCIAL REVIEW Borrowings Group borrowings at the year-end were £209.3 million (1998 : £143.3 million), an increase of £66 million. Average borrowings during the year were £145 million, the rise at the year-end being due to the £70 million portfolio acquisition in October. The group's operational cash inflow of £13.1 million after interest was small in relation to its activities, and compared with a total outflow on acquisitions and capital expenditure of over £119 million which was funded from property disposals and additional bank borrowings. The company prefers flexibility in its financing and, with the exception of the £35 million quoted debenture repayable in 2019, uses secured medium term, floating rate, revolving credit facilities. At 31st December 1999, committed but unutilised facilities amounted to approximately £70 million, against which capital expenditure planned for 2000 amounts to £28 million. In managing the company's borrowings, close attention is paid to three ratios. The first is profit and loss gearing, defined as net rental income less administrative costs divided by net interest payable. At the year-end, this ratio was 1.97 compared with 1.83 in 1998. The second measure is balance sheet gearing which, at the year-end, was 54.8% compared with 44.9% the previous year. Finally, property gearing, which identifies the group's capacity to borrow against the value of its investment properties, is monitored. In simple terms, this was 34.6% compared with 30.4% in 1998. Interest rate hedging Adverse interest rate movements rank highly when assessing business risk. The board's policy is to vary the total of fixed rate debt and that fixed using derivatives within a range of approximately 40% to 75% of borrowings, depending on the view of the economy and the perceived risk to the company. The board has set various parameters which enable interest rate hedging to be undertaken quickly when advantageous situations occur in the market but which keep control over the group's treasury operations. Currently, 45% of debt is either fixed or hedged and the weighted annualised interest rate is 7.83%. Under FRS13, Financial Instruments, the company is required to disclose the effect of revaluing fixed rate debt and interest rate hedging instruments based on today's economic conditions as against those which prevailed at the point of commitment. The fair value adjustment arising as a result of this revaluation was a negative £13.3 million (31st December 1998 : negative £17.8 million) equivalent to a reduction in the group's net asset value per share of 25p (31st December 1998 : 34p). GROUP PROFIT AND LOSS ACCOUNT 1999 1998 £m £m Notes Gross Rental income: Group and share of joint ventures 30.0 29.0 Less: Share of joint ventures (0.2) (0.3) ----- --- Group gross rental income 29.8 28.7 Property outgoings net of recoveries 2 (2.7) (2.6) ----- ----- Net revenue from properties 27.1 26.1 Profit from property trading 3 0.2 - Administrative costs (4.3) (3.3) ----- ----- Operating profit from continuing operations 23.0 22.8 Share of operating results of joint ventures 0.3 0.3 Profit on disposal of investment properties 4 5.1 0.3 ----- ----- 28.4 23.4 Interest receivable 0.1 0.1 Interest payable 5 (11.9) (12.9) ----- ----- Profit before taxation 16.6 10.6 Taxation 6 (2.3) (2.1) ----- ----- Profit attributable to ordinary shareholders 14.3 8.5 Dividend 7 (4.1) (3.8) ----- ----- Retained profit 10 10.2 4.7 ----- ----- Adjusted earnings per share 8 18.89p 15.65p Adjustment for disposal of investment properties 8.00p 0.60p ------- ------- Basic earnings per share 8 26.89p 16.25p Adjustment for dilutive share options (0.05)p (0.05)p ------- ------- Diluted earnings per share 8 26.84p 16.20p ------- ------- Dividend per share 7 7.70p 7.20p GROUP BALANCE SHEET 1999 1998 £m £m Notes Fixed assets: Tangible assets 9 604.3 472.3 ------- ------ Investments in Joint ventures: Share of gross assets 2.8 2.8 Share of gross liabilities (3.0) (3.0) ------ ------ (0.2) (0.2) ------ ------ 604.1 472.1 ------ ------ Current assets: Properties held for resale 2.2 2.6 Debtors 8.5 6.7 ------ ------ 10.7 9.3 Creditors: Amounts falling due within one year Bank loans and overdrafts (2.0) (0.5) Other current liabilities (23.3) (19.2) ------ ------ Net current liabilities (14.6) (10.4) ------ ------ Total assets less current liabilities 589.5 461.7 Creditors: Amounts falling due after more than one year Bank loans (173.0) (108.5) 10 1/8% First Mortgage Debenture Stock 2019 (34.3) (34.3) ------ ------ 382.2 318.9 ------ ------ Capital and reserves - equity 10 Called up share capital 2.6 2.6 Share premium account 153.6 153.2 Revaluation reserve 186.4 138.1 Capital reserve arising on consolidation 0.7 0.7 Profit and loss account 38.9 24.3 ------ ------ 382.2 318.9 ------ ------ Net assets per share 13 720p 603p Gearing 54.8% 44.9% GROUP CASH FLOW STATEMENT 1999 1998 £m £m Notes Net cash inflow from operating activities 11 23.1 24.0 Net cash outflow from return on investments and servicing of finance (10.0) (12.0) Tax paid (2.2) (2.0) Cash outflow from capital expenditure and financial investment (73.3) (112.9) Equity dividends paid (4.0) (3.5) ------ ------ Cash outflow before management of liquid resources and financing (66.4) (106.4) ------ ------ Financing Net proceeds of share issue 0.4 53.4 Movement in bank loans 64.5 54.0 ------ ------ Net cash inflow from financing 64.9 107.4 ------ ------ (Decrease) /increase in cash in the period (1.5) 1.0 ------ ------ GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 1999 1998 £m £m Notes Profit for financial year 14.3 8.5 Unrealised surplus on revaluation of investment properties 53.5 47.0 Unrealised surplus on revaluation of joint ventures' investment properties - 0.2 Taxation on realisation of property revaluation gains of previous years (0.8) - ------ ------ 67.0 55.7 ------ ------ TOTAL RETURN 14 20.7% 24.0% Notes 1. The results for the year ended 31st December 1999 include those for the holding company and all of its subsidiary undertakings, together with the group's share of the results of its joint ventures. The results are prepared on the basis of the accounting policies set out in the 1998 financial statements. Although it was intended to adopt FRS15, Tangible Fixed Assets, during 1999 and the interim results reflected this, the group has not adopted this standard. The adoption of FRS15 had no material effect on the results for the six months to 30th June 1999. 2. Property outgoings net of recoveries 1999 1998 £m £m Ground rents 0.8 0.8 Other property outgoings net of recoveries 1.9 1.8 ----- ----- 2.7 2.6 ----- ----- 3. Profit from property trading 1999 1998 £m £m Sales 1.9 - Cost of sales (1.7) - ----- ----- 0.2 - ----- ----- 4. Profit on disposal of investment properties 1999 1998 £m £m Disposals 45.4 18.2 Cost/valuation (40.1) (17.9) ----- ----- Group profit on disposal of investment properties 5.3 0.3 Permanent Diminution in value of investment properties (0.2) (0.3) ----- ----- 5.1 - Share of joint ventures' profit on disposal of investment properties - 0.3 ----- ----- 5.1 0.3 ----- ----- 5. Interest payable 1999 1998 £m £m Group 11.6 12.5 Share of joint ventures 0.3 0.4 ----- ----- 11.9 12.9 ----- ----- 6. Tax reconciliation 1999 1998 £m £m Profit adjusted for the surplus on disposal of investment properties taxed at 31% (1998 - 31%) 3.5 3.2 Capital allowances (1.3) (1.0) Other differences (0.4) (0.2) ----- ----- 1.8 2.0 Tax on profit on disposal of investment properties 0.9 - ----- ----- Tax charge in respect of current year profits 2.7 2.0 Adjustments in respect of prior years (0.4) 0.1 ----- ----- 2.3 2.1 ----- ----- Tax on Recognised gains & losses 0.8 - ----- ----- 7. Dividend 1999 1998 £m £m Ordinary shares of 5p each Paid - Interim dividend of 2.35p per share (1998 - 2.20p) 1.3 1.1 Proposed - final dividend of 5.35p per share (1998 - 5.00p) 2.8 2.7 ----- ----- 4.1 3.8 ----- ----- The final dividend will be payable on 5th June 2000 to those shareholders on the register at the close of business on 19th May 2000. 8. Earnings per share Earnings per share have been computed on the basis of profit after taxation of £14,251,000 (1998 - £8,507,000) and 53,005,000 (1998 - 52,345,000) ordinary shares being the weighted average number of ordinary shares in issue during the year. The adjusted earnings per share figure has been calculated using a profit after taxation of £10,015,000 (1998 - £8,191,000) which excludes the profit after tax arising from the disposal of investment properties in order to show the recurring element of the group's profit. The diluted earnings per share figure has been calculated using 53,087,000 (1998 - 52,496,000) ordinary shares which includes the number of dilutive share options outstanding at the year end. 9. Tangible assets The freehold land and buildings and leasehold property were revalued by Keith Cardale Groves (Commercial) Limited and CB Hillier Parker Limited, chartered surveyors, at open market value on 31st December 1999. Investment property in the course of development with a carrying value of £32.3 million (1998 - £7.1 million) is included within the amount of £604.3 million. In accordance with the group's accounting policy in respect of properties in the course of development, these properties are carried at their value at the time they were so designated plus subsequent development costs less any permanent diminution in value. 10.Capital and reserves Share prem Revalu Profit Share -ium -ation Other & loss capital a/c reserve reserves a/c £m £m £m £m £m At 1st January 1999 2.6 153.2 138.1 0.7 24.3 Premium on issue of shares - 0.4 - - - Surplus on property revaluation - - 53.5 - - Profit realised on disposal of investment properties - - (5.2) - 5.2 Tax attributable to revaluation surplus realised on disposal of investment properties - - - - (0.8) Retained profit for year - - - - 10.2 --- ------ ------ ---- ----- At 31/12/99 2.6 153.6 186.4 0.7 38.9 --- ------ ------ ---- ----- 11.Reconciliation of operating profit to net cash inflow from operating activities 1999 1998 £m £m Operating profit 23.0 22.8 Depreciation charge 0.5 0.1 Increase in debtors (1.8) (0.8) Increase in creditors 3.1 2.9 Decrease in Properties held for resale 0.4 - Effect of other deferrals and accruals on operating activity cash flow (2.1) (1.0) ----- ----- Net cash inflow from operating activities 23.1 24.0 ----- ----- 12. Reconciliation of net cash flow to movement in net debt 1999 1998 £m £m Decrease/ (increase) in cash in the year 1.5 (1.0) Cash inflow from movement in debt financing 64.5 54.0 Amortisation of discount and costs on issue of debenture - 0.1 ----- ----- Movement in net debt in the year 66.0 53.1 Net debt at 1/1/99 143.3 90.2 ----- ----- Net debt at 31/12 1999 209.3 143.3 ----- ----- 13.Net assets per share Net assets per share have been calculated on the basis of net assets as at 31st December 1999 of £382,201,000 (1998 - £318,914,000) and the number of ordinary shares in issue at the year end of 53,072,000 (1998 - 52,919,000). 14.Total return Total return is the increase in net asset value per share plus dividend per share expressed as a percentage of the net asset value per share at the beginning of the year. 15.The announcement set out above, which was approved by the board on 13th March 2000, does not constitute a full financial statement of the group's affairs for the year ended 31st December 1999. The auditors have reported on the full accounts for the said year and have accompanied them with an unqualified report. The accounts have yet to be delivered to the Registrar of Companies. The annual report and accounts will be posted to shareholders on 12th April 2000, and the annual general meeting of the company will be held on 18th May 2000.
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