Final Results

Quintain Estates & Development PLC 4 June 2001 PART 1 QUINTAIN ESTATES AND DEVELOPMENT PLC ('Quintain' / 'Company' / 'Group') PRELIMINARY ANNOUNCEMENT OF RESULTS FOR THE YEAR ENDED 31 MARCH 2001 HIGHLIGHTS Profit and Loss Account 31 March 31 March 2001 2000 Change Turnover (£000) 57,957 72,054 - 19.6% Profit before tax after exceptionals (£000) 20,825 16,168 + 28.8% Earnings per share (pence) 13.7 10.5 + 30.5% Total dividend (pence) 6.5 5.5 + 18.2% Balance Sheet 31 March 31 March 2001 2000 Change Investment properties (£000) 657,734 602,370 + 9.2% Net debt (£000) 330,506 348,912 - 5.3% Gearing (%) 92 111 Net asset value per share (pence) 281 238 + 18.1% Diluted net asset value per share (pence) 276 236 + 16.9% Total Return 31 March 31 March 2001 2000 Total return for the year (%) 20.8 18.2 In his statement, Chairman Nigel Ellis comments as follows: 'Once again I am pleased to report another year of good results with a total return of 21% or 19% net of inflation which has again comfortably exceeded our target of 10% net of inflation. It is also our stated objective to outperform the property average. We have again achieved that this year with our ungeared return being 15.2% compared with the IPD return of 9.5%.' 'The major drivers this year in terms of valuation uplift were the properties we have retained from the Chesterfield acquisition and the Meridian Delta Project at North Greenwich. Our planning application at Meridian Delta is on hold whilst we participate in a joint master planning forum with English Partnerships and the planning authorities.' 'Group gearing has now fallen from an initial 111% last year to 92%, compared with the target of 100% which gives ample scope for new deals.' 'This has been another positive year for the Company and one which has once again demonstrated the benefits of managing its assets according to their financial characteristics, rather than by their sector or locational focus. This often enables us to identify and exploit a number of opportunities that might otherwise be curtailed by rigid allocation policies. We believe that this approach should deliver particular advantages in light of the constant evolution and change in economic and market conditions and therefore look forward to the future with confidence.' In his review, Chief Executive Adrian Wyatt adds that: 'Although the market is slowing, with rental value growth close to inflationary levels and yields drifting upwards, the work done by the Company over the last year has ensured that the property portfolio is now well positioned to take advantage of the opportunities that will arise in a softer market.' 'The acquisition of Chesterfield has proven to be an undoubted success.' 'The momentum of our development programme is continuing to gather pace.' 'The list of our activities is long and exciting and your business is in very good shape.' For further information contact: Nigel Ellis Chairman, Quintain Tel: 020 7478 9442 Adrian Wyatt Chief Executive, Quintain Tel: 020 7478 9440 Rebecca Worthington Head of Investor Relations, Quintain Tel: 020 7478 9444 e-mail address: rebecca.worthington@quintain-estates.com Stephanie Highett Financial Dynamics Tel: 020 7269 7160 e-mail address: stephanie.highett@fd.com Chairman's Statement Once again I am pleased to report another year of good results with a total return of 21% or 19% net of inflation which has again comfortably exceeded our target of 10% net of inflation. It is also our stated objective to outperform the property average. We have again achieved that this year with our ungeared return being 15.2% compared with the IPD return of 9.5%. These results have been achieved by an 18% increase in net asset value per share (NAV), together with an 18.2% rise in the total annual dividend. In the year to 31 March 2001, the undiluted NAV has advanced to 281p per share from last year's 238p and to 276p from 236p on a fully diluted basis. Since the listing of Quintain shares on the London Stock Exchange in 1996, fully diluted NAV per share has grown by 157p or 18% per year. The major drivers this year in terms of valuation uplift were the properties we have retained from the Chesterfield acquisition and the Meridian Delta Project at North Greenwich. Our planning application at Meridian Delta is on hold whilst we participate in a joint master planning forum with English Partnerships and the planning authorities. The Company's philosophy of balancing high yielding and reversionary properties with high profile special projects has once again produced results. Earnings per share are also satisfactory this year with an uplift of 3.2p per share or 30.5% but I must remind shareholders that, due to the nature of the Company's business and particularly because of the major special projects, past results may not be indicative of future profits. The new accounting pronouncement UITF28 could reduce next year's profit by up to £0.5 million but will not have any impact on the total returns. Underlying profits continue to improve, with an increase of 15% from 8.4p to 9.7p per share. Overall turnover has decreased by 20% despite an increase in rents and other income. This is because last year's trading sales included proceeds from the theatres of £18 million. Administrative expenses remain about £1 million higher than anticipated due to professional fees relating to opportunities particularly in Chesterfield which as stated above have been such a major factor in the year's success. Much of this expense relates to taxation advice where the auditors are, in the opinion of the Board, best qualified to assist because of their knowledge of the Company. The Board is aware of the sensitivity of this issue and particularly the importance of ensuring that auditors remain fully independent, but having reviewed the circumstances feel confident that adequate safeguards are in place to ensure that this independence is not at risk. We have maintained the expected low level of tax charge for the year at 13% as a result of capital allowances and inherited Advanced Corporation Tax. This compares with 17.6% in the previous year. In the future, however, the new accounting standard for Deferred Tax FRS19 will mean that the reported annual tax charge will be much closer to the standard rate but with the likelihood of a lower charge when properties are sold. As before, these accounts include a segmental analysis of the portfolio reflecting the various sectors in which the Company operates. This is shown in note 3 of the accounts and illustrates how the business is presently run. Apportioning overheads between the new Structured Finance division, Q3P, and the conventional property operation, QED, shows a net total ungeared return of 8.8% on the former and 15.0% on the latter. Cashflow is also satisfactory. Over the course of the year the Group sold investment properties of £80 million generating total historic cost gains of £ 17 million. Under FRS3, only £6 million of attributable profit has been taken through the profit and loss account. In addition profits of £0.7 million were generated from the sale of £8.5 million of trading properties. The Company holds a number of other properties which it had also planned to sell in the period under review which would have further substantially reduced gearing. However, your Board has taken the view, in light of current market conditions, that more benefit to shareholders would derive from further improving their readiness for sale by increasing footfall and income and by progressing planning gain opportunities. The Company will therefore continue to receive rental income on enhanced individual assets which should ultimately be sold at a higher price than is currently possible. We continue to review our portfolio and anticipate that sales will be in excess of £100 million in the next year. In the year under review, the Company has invested £69.5 million in acquiring new properties and £12.8 million on improving existing investments. The net effect of these results and sales and purchases has meant that group gearing has now fallen from an initial 111% last year to 92%, compared with the target of 100% which gives ample scope for new deals. At the year end, the Company had committed bank facilities totalling £511 million, of which £377 million had been drawn, and cash balances of £46.5 million. At this year end, 77% of net debt was fixed or capped which we believe is appropriate for a company with our objectives. The weighted average rate of interest of the Company's debt at the year end was 7.2%. As a result of this year's performance, the Board is recommending a final dividend of 4p per share. This is in recognition of both the growth in profits and in NAV. With the interim dividend of 2.5p per share already paid, this makes a total distribution for the year of 6.5p per share as compared with 5.5p in the previous year, an uplift of 18.2%. It is intended that the final dividend will be paid on 26 July 2001 to shareholders on the register at 29 June 2001. During the year the share price gave a discount of approximately 30% on the NAV per share of 281p. The Company has purchased 3,840,000 of its own shares at an average price of 167p and your Board will consider further purchases in this next year. The purchases will of course be constrained by gearing targets and also by the amount of distributable reserves which in such a young company is a major limiting factor. Furthermore, the Company must not forget its own skills and so it must weigh the advantages of such share purchases against other investment opportunities. The share purchases made this year increased assets per share by about 2p. Once again I should like to take this opportunity of thanking Quintain's staff and my fellow directors for their continuing hard work, loyalty, support and most of all for the flow of ideas which are so important to the Company's long term success. Regarding the members of the Board, I would like to take this opportunity to thank Dick Barfield for his valuable contribution during his time as non-executive director prior to his resignation from the Board on 4 July 2000. Dick was very much instrumental in setting up the Company whilst in his position as Investment Manager at Standard Life. I am very pleased to announce that, also on 4 July 2000, Martin Meech the property director of Dixons joined the Board as an independent non-executive director. Finally, John Evans has now been a director of the Company for over nine years and so can no longer be regarded as independent but I am pleased that he will remain as a non-executive director. As a result his position as senior independent non-executive director will now be taken by Barbara Thomas. In addition, we expect to appoint another independent non-executive director in the near future. This has been another positive year for the Company and one which has once again demonstrated the benefits of managing its assets according to their financial characteristics, rather than by their sector or locational focus. This often enables us to identify and exploit a number of opportunities that might otherwise be curtailed by rigid allocation policies. We believe that this approach should deliver particular advantages in light of the constant evolution and change in economic and market conditions and therefore look forward to the future with confidence. Nigel Ellis Chairman Chief Executive's Review Quintain continues to deliver high total returns in a low inflationary environment. As discussed in the Chairman's Statement, last year the property market, as measured by IPD, showed a return of 9.5% as compared with Quintain's properties which delivered an ungeared return of 15.2%. Over the five years since flotation, Quintain's total return has averaged 20% - calculated by combining dividend receipts with the increase in NAV per share. These figures demonstrate your Company's ability to make good returns on a durable basis. Clearly the property returns are enhanced by gearing. Although the market is slowing, with rental value growth close to inflationary levels and yields drifting upwards, the work done by the Company over the last year has ensured that the property portfolio is now well positioned to take advantage of the opportunities that will arise in a softer market. The acquisition of Chesterfield has proven to be an undoubted success. By way of example, four properties - namely Emersons Green, Neathouse Place, New City Court and the Ramada hotel site - showed an average valuation uplift of 26%. In capital terms, the largest uplift of these was the £8.6 million increase in the value of Neathouse Place. This was due to a combination of rental growth and the commencement of a programme of remedial works to the fenestration. Our site of 65 acres at Emersons Green is now included in the Unitary Plan as an Urban Village and we anticipate making a formal planning application, mainly for residential, within the next 18 months. The momentum of our development programme is continuing to gather pace: We are now on site at The Parishes, Scunthorpe, our 250,000 sq ft serviced High Street retail scheme. Tenants signed include Woolworths (63,000 sq ft), TJ Hughes (40,000 sq ft), Cinemark, Peacocks and F Hinds. We anticipate completing more lettings in the near future. Our joint venture with Berkeley Homes, a 33,000 sq ft, 28 flats and two penthouses scheme in Park Lane, Croydon is now under construction and will complete in 2002. In the next twelve months we will commence two further industrial developments in Beddington, Croydon totalling 30,000 sq ft. Planning initiatives include an application for 28 flats at West Croydon above our consented retail scheme, as well as retail extensions to our shopping centres at Anglia Square, Norwich and North Point, Hull. Emersons Green and Meridian Delta apart, our largest planning initiative is at the Ramada/Renaissance Hotel Complex at Deansgate, Manchester. This site is opposite the Harvey Nichols store and close to the 300,000 sq ft joint Marks & Spencer and Selfridges unit. We are in negotiations with Manchester City Council for the regearing of our existing leasehold and for an additional 200,000 sq ft development. At Arundel Gate, we have consent for an additional 70,000 sq ft of retail and a 169 bedroom hotel. The regeneration of Sheffield city centre is being planned and up to £1 billion of grant aid is being made available. Arundel Gate is a strategic part of the urban renewal programme and we are confident that over time it will make a valuable contribution to our results. The two major assets within the Special Projects segment of our operations are Oxford Street and Meridian Delta. At Oxford Street we are anticipating significant rental growth and with this in mind we purchased a further short leasehold interest for the sum of £11.6 million. It is difficult to over estimate the importance of the potential of Meridian Delta to your Company. In the last twelve months we have purchased adjoining sites and we are in a position to make an application for up to 4 million sq ft of mixed use development on our own and adjoining land. However we are keen to co-operate with the various Central Government and Local Authorities to be a major partner in the comprehensive development of the Greenwich Peninsula. This prospectively means we could be partners in building a new district of London comprising say 12 million sq ft of mixed use property - one of the largest urban developments in Europe. In the year to 31 March 2001, sales totalled £80 million, yielding a total of £6 million in FRS3 profits. We sold one of our special projects at Tower House, Leeds, for £10 million. The surplus on book cost was £2.6 million (of which £1.5 million was reflected in the profit and loss account). The internal rate of return since this property's acquisition in 1997 was 23% per annum. Further sales included two London office blocks, one in Bermondsey and one near London Bridge, to show an FRS3 surplus of £2.7 million. During the year we created two divisions within the Company. One, run by Nick Shattock, comprises all our commercial and industrial investment and development properties and the other, run by Edward Dugdale, incorporates our RPI investments and RPI linked joint ventures. Our innovative approach to commercial real estate has been consistently and durably successful. The public sector - health, education and housing - needs and requires capital from the private sector. Our understanding of finance, property and the law and our wish to build earnings based businesses within the Group have led to the creation of a new business within a business. This is called Q3P - Quintain Third Party - its aim is to use our capital, skills and contacts in conjunction with third parties to exploit wider social and economic opportunities that deliver commercial returns. The rent reviews are linked annually to the Retail Price Index. We aim to be market leaders in sourcing capital to the public sector and secure high real rates of return. We have a nursing homes joint venture with CGNU called Quercus, in which we have a 23% equity participation. To date it has 91 homes, 3,800 beds and a gross value of £164 million. The ratio of rent to operating profit is substantially better than health industry norms and occupancy stands at circa 90%. The homes have been acquired at a low cost per bed but since, currently, we are the only major acquirer there has been little uplift in the valuation. This factor, combined with the political will to improve matters in the healthcare industry and demographic trends, augurs well for this venture and we continue to regard its potential with confidence. We added to our existing pubs, two portfolios, one of which is let to Scottish & Newcastle and the other to Albion. The total cost was £33.5 million and the average yield 8%. The acquisition of Chesterfield included two overseas shopping centres in America and an office park in France (Lille). For the shopping centre in Hialeah, near Miami, we are creating a joint venture with an experienced local operator and we are seeking further tenants for the centre in Hanford Mall in California. The centres do not incur substantial financial risk and they are cash flow positive. We will sell them when conditions permit. The list of our activities is long and exciting; complexities and opportunities abound. However, Quintain is fundamentally a simple business to understand. We invest, develop and trade in properties in the United Kingdom where economic value is captured by the investor either through leases with rent reviews to market value or to the Retail Price Index. The cash flow from the high yielding and RPI linked investments enables us to undertake large and time consuming special projects. We strive to earn a minimum real rate of return of 10% per annum and to date we have significantly out performed our own target. We would also like to take this opportunity to remind our shareholders that our website, www.quintain-estates.com, is constantly being updated in order to enable you to monitor our progress throughout the year. I repeat my closing comments from last year's accounts; your business is in very good shape. Adrian Wyatt Chief Executive Consolidated Profit and Loss Account for the year ended 31 March 2001 2001 2000 £000 £000 Turnover 62,325 77,012 Less-share of joint ventures turnover (4,368) (4,958) _______ _______ Group turnover (2) 57,957 72,054 Cost of sales (2) (14,254) (31,664) _______ _______ Gross profit (2) 43,703 40,390 Administrative expenses (4/5) (7,015) (7,471) Exceptional reorganisation costs - (1,373) _______ _______ Group operating profit 36,688 31,546 Share of operating profit in joint ventures 3,747 2,532 Profit on sale of investment properties 5,950 2,945 Net interest payable (6) (25,560) (20,855) _______ _______ Profit on ordinary activities before taxation 20,825 16,168 Tax on profit on ordinary (2,692) (2,845) activities (7) _______ _______ Profit on ordinary activities after taxation 18,133 13,323 Equity minority interests (313) (466) _______ _______ Profit for the financial year 17,820 12,857 Dividends (8) (8,330) (7,244) _______ _______ Retained profit for the financial year 9,490 5,613 ====== ====== Earnings per share (9) - undiluted 13.7p 10.5p ====== ====== - diluted 13.5p 10.4p ====== ====== The results in the Group Profit and Loss Account relate to continuing operations. Consolidated Statement of Total Recognised Gains and Losses for the year ended 31 March 2001 2001 2000 £000 £000 Profit for the financial year Group 15,897 11,419 Joint ventures 1,923 1,438 ______ ______ 17,820 12,857 Unrealised surplus on revaluation of investment properties (20) 44,818 48,092 Share of unrealised surplus on revaluation of investment properties held in associate (20) 238 45 Share of unrealised (deficit) surplus on revaluation of investment properties held in joint ventures (20) (1,937) 2,394 Tax on realisation of revaluation surplus (20) (1,361) (1,181) Currency translation movements (20) 496 (559) ______ ______ 60,074 61,648 ====== ====== Consolidated Note of Historical Cost Profits and Losses for the year ended 31 March 2001 2001 2000 £000 £000 Profit on ordinary activities before taxation 20,825 16,168 Realisation of property revaluation gains of previous years 11,147 6,708 ______ ______ Historical cost profit on ordinary activities before taxation 31,972 22,876 ====== ====== Historical cost profit for the year retained after taxation, minority interests and dividends 19,276 11,140 ====== ====== Reconciliation of Movements in Equity Shareholders' Funds for the year ended 31 March 2001 2001 2000 £000 £000 Profit for the financial year 17,820 12,857 Dividends (8) (8,330) (7,244) ______ ______ 9,490 5,613 Other recognised gains and losses relating to the year 42,254 48,791 Issue of shares 49 69,441 Purchase of own shares (20) (6,425) - ______ ______ Net additions to equity shareholders' funds 45,368 123,845 Opening shareholders' funds 313,807 189,962 ______ ______ Closing shareholders' funds 359,175 313,807 ====== ====== Balance Sheets as at 31 March 2001 2001 2000 2001 2000 Group Group Company Company £000 £000 £000 £000 Fixed assets Investment properties (10) 657,734 602,370 - - Other fixed assets (11) 656 483 656 483 Investment in joint ventures (12) Share of gross assets 54,473 49,917 - - Share of gross liabilities (29,149) (23,132) - - ______ ______ ______ ______ 25,324 26,785 - - Investment in associate (12) 707 463 75 76 Other fixed asset investments (12) 343 56 296,794 294,004 ______ ______ ______ ______ 684,764 630,157 297,525 294,563 ______ ______ ______ ______ Current assets Stocks 5,121 11,058 - - Debtors (13) 39,649 56,299 1,759 9,142 Short term investments (14) 19 1,140 - - Cash at bank and in hand 46,513 53,019 5,513 1,292 ______ ______ ______ ______ 91,302 121,516 7,272 10,434 Creditors: amounts falling due within one year (15) (64,214) (202,523) (61,680) (71,030) ______ ______ ______ ______ Net current assets 27,088 (81,007) (54,408) (60,596) (liabilities) ______ ______ ______ ______ Total assets less current liabilities 711,852 549,150 243,117 233,967 Creditors: amounts falling due after more than one year (16) (348,274) (228,470) (37,772) (30,992) Provisions for liabilities and charges (18) (1,975) (2,101) - - Equity minority interests (2,428) (4,772) - - ______ ______ ______ ______ Net assets 359,175 313,807 205,345 202,975 ====== ====== ====== ====== Capital and reserves Called up share capital (19) 31,977 32,928 31,977 32,928 Share premium account (20) 38,337 38,297 38,337 38,297 Capital redemption reserve (20) 960 - 960 - Merger reserve (20) 106,062 106,062 106,062 106,062 Capital reserve (20) 2,750 2,750 - - Revaluation reserve (20) 134,338 102,446 - - Profit and loss account (20) 44,751 31,324 28,009 25,688 ______ ______ ______ ______ Equity shareholders' funds 359,175 313,807 205,345 202,975 ====== ====== ====== ====== Net asset value per share (9) - undiluted 281p 238p ===== ===== - diluted 276p 236p ===== ===== 4 June 2001 Signed on behalf of the Board NG Ellis, Director AR Wyatt, Director Consolidated Cash Flow Statement for the year ended 31 March 2001 2001 2000 £000 £000 Net cash inflow from operating activities (24a) 70,250 70,999 ===== ===== Return on investments and servicing of finance Interest received 1,448 1,713 Interest paid (27,786) (20,874) Issue costs of loans (885) (3,349) ______ ______ Net cash outflow from return on investments and servicing of finance (27,223) (22,510) ====== ====== Corporation tax paid (4,593) (1,426) ====== ====== Capital expenditure and financial investment Purchase of tangible fixed assets (78,363) (49,495) Proceeds from disposal of tangible fixed assets 75,124 64,073 Loans to joint ventures and associate - (7,257) ______ ______ Net cash (outflow) inflow from capital expenditure and financial investment (3,239) 7,321 ====== ====== Acquisitions and disposals Proceeds from disposal of subsidiary companies - 5,356 Net cash disposed of with subsidiary companies - (159) Purchase of subsidiary companies (2,788) (112,945) Net cash acquired with subsidiary companies - 12,401 _______ ______ Net cash outflow from acquisitions and disposals (2,788) (95,347) ====== ====== Equity dividends paid (7,824) (5,396) ====== ====== Net cash inflow (outflow) before management of liquid resources and financing 24,583 (46,359) ====== ====== Management of liquid resources (24c) (34,963) (1,140) ====== ====== Financing Issue of ordinary shares for cash 49 - Costs of share issues - (913) Loans drawn down 173,805 196,466 Loan repayments (199,639) (114,904) Purchase of own shares (6,425) - _______ ______ Net cash (outflow) inflow from financing (32,210) 80,649 ====== ====== (Decrease) increase in cash (24b) (42,590) 33,150 ====== ====== MORE TO FOLLOW

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