consolidated income statement
for the year ended 31 march 2016
|
|
|
2016 |
|
20152 |
||||
|
Note |
|
Underlying1 £m |
Capital |
Total |
|
Underlying1 |
Capital |
Total |
Revenue |
3 |
|
569 |
21 |
590 |
|
505 |
51 |
556 |
Costs |
3 |
|
(128) |
(11) |
(139) |
|
(115) |
(45) |
(160) |
|
3 |
|
441 |
10 |
451 |
|
390 |
6 |
396 |
Joint ventures and funds |
8 |
|
135 |
262 |
397 |
|
129 |
597 |
726 |
Administrative expenses |
|
|
(93) |
- |
(93) |
|
(85) |
- |
(85) |
Valuation movement |
4 |
|
- |
616 |
616 |
|
- |
884 |
884 |
Profit on disposal of investment properties and investments |
|
|
- |
35 |
35 |
|
- |
20 |
20 |
Net financing costs |
|
|
|
|
|
|
|
|
|
- financing income |
5 |
|
5 |
65 |
70 |
|
7 |
- |
7 |
- financing charges |
5 |
|
(111) |
(34) |
(145) |
|
(112) |
(47) |
(159) |
|
|
|
(106) |
31 |
(75) |
|
(105) |
(47) |
(152) |
Profit on ordinary activities before taxation |
|
|
377 |
954 |
1,331 |
|
329 |
1,460 |
1,789 |
Taxation |
6 |
|
|
33 |
33 |
|
|
(24) |
(24) |
Profit for the year after taxation |
|
|
|
|
1,364 |
|
|
|
1,765 |
Attributable to non-controlling interests |
|
|
14 |
5 |
19 |
|
16 |
39 |
55 |
Attributable to shareholders |
|
|
363 |
982 |
1,345 |
|
313 |
1,397 |
1,710 |
Earnings per share: |
|
|
|
|
|
|
|
|
|
- basic |
2 |
|
|
|
131.2p |
|
|
|
168.3p |
- diluted |
2 |
|
|
|
124.1p |
|
|
|
167.3p |
All results derive from continuing operations.
|
|
|
2016 |
|
20152 |
||||
|
Note |
|
Underlying1 |
Capital and other |
Total |
|
Underlying1 |
Capital and other |
Total |
Results of joint ventures and funds accounted for using the equity method |
|
|
|
|
|
|
|
|
|
Underlying Profit |
|
|
135 |
- |
135 |
|
129 |
- |
129 |
Valuation movement |
4 |
|
- |
245 |
245 |
|
- |
589 |
589 |
Profit on disposal of investment properties, trading properties and investments |
|
|
- |
18 |
18 |
|
- |
6 |
6 |
Taxation |
|
|
- |
(1) |
(1) |
|
- |
2 |
2 |
|
8 |
|
135 |
262 |
397 |
|
129 |
597 |
726 |
1 See definition in glossary.
2 The prior year comparatives have been restated. See note 1.
consolidated statement OF COMPREHENSIVE INCOME
for the year ended 31 march 2016
|
2016 |
2015 |
Profit for the year after taxation |
1,364 |
1,765 |
Other comprehensive income: |
|
|
Items that will not be reclassified subsequently to profit or loss: |
|
|
Net actuarial loss on pension scheme |
(1) |
(5) |
Valuation movements on owner-occupied property |
19 |
10 |
|
18 |
5 |
Items that may be reclassified subsequently to profit or loss: |
|
|
(Losses) gains on cash flow hedges |
|
|
- Group |
(24) |
(71) |
- Joint ventures and funds |
(3) |
3 |
- Reclassification of items from the statement of comprehensive income |
- |
30 |
|
(27) |
(38) |
Transferred to the income statement (cash flow hedges) |
|
|
- Foreign currency derivatives |
2 |
(11) |
- Interest rate derivatives |
10 |
8 |
|
12 |
(3) |
Exchange differences on translation of foreign operations |
|
|
- Hedging and translation |
(3) |
6 |
- Other |
3 |
(6) |
|
- |
- |
|
|
|
Deferred tax on items of other comprehensive income |
(15) |
10 |
|
|
|
Other comprehensive loss for the year |
(12) |
(26) |
Total comprehensive income for the year |
1,352 |
1,739 |
Attributable to non-controlling interests |
19 |
53 |
Attributable to shareholders of the Company |
1,333 |
1,686 |
consolidated BALANCE SHEET
AS AT 31 march 2016
|
Note |
|
2016 |
2015 |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Investment and development properties |
7 |
|
9,643 |
9,120 |
Owner-occupied property |
7 |
|
95 |
60 |
|
|
|
9,738 |
9,180 |
Other non-current assets |
|
|
|
|
Investments in joint ventures and funds |
8 |
|
3,353 |
2,901 |
Other investments |
9 |
|
142 |
379 |
Deferred tax assets |
13 |
|
3 |
- |
Interest rate and currency derivative assets |
14 |
|
167 |
139 |
|
|
|
13,403 |
12,599 |
Current assets |
|
|
|
|
Trading properties |
7 |
|
325 |
274 |
Debtors |
10 |
|
33 |
20 |
Cash and short-term deposits |
14 |
|
114 |
108 |
|
|
|
472 |
402 |
Total assets |
|
|
13,875 |
13,001 |
LIABILITIES |
|
|
|
|
Current liabilities |
|
|
|
|
Short-term borrowings and overdrafts |
14 |
|
(74) |
(102) |
Creditors |
11 |
|
(218) |
(261) |
Corporation tax |
|
|
(18) |
(9) |
|
|
|
(310) |
(372) |
Non-current liabilities |
|
|
|
|
Debentures and loans |
14 |
|
(3,687) |
(3,847) |
Other non-current liabilities |
12 |
|
(122) |
(79) |
Deferred tax liabilities |
13 |
|
- |
(12) |
Interest rate and currency derivative liabilities |
14 |
|
(137) |
(126) |
|
|
|
(3,946) |
(4,064) |
Total liabilities |
|
|
(4,256) |
(4,436) |
Net assets |
|
|
9,619 |
8,565 |
EQUITY |
|
|
|
|
Share capital |
|
|
260 |
258 |
Share premium |
|
|
1,295 |
1,280 |
Merger reserve |
|
|
213 |
213 |
Other reserves |
|
|
(93) |
(82) |
Retained earnings |
|
|
7,667 |
6,563 |
Equity attributable to shareholders of the Company |
|
|
9,342 |
8,232 |
Non-controlling interests |
|
|
277 |
333 |
Total equity |
|
|
9,619 |
8,565 |
EPRA NAV per share* |
2 |
|
919p |
829p |
* As defined in glossary.
consolidated statement OF CASH FLOWS
for the year ended 31 march 2016
|
Note |
|
2016 |
20151 |
Rental income received from tenants |
|
|
435 |
397 |
Fees and other income received |
|
|
58 |
49 |
Operating expenses paid to suppliers and employees |
|
|
(152) |
(128) |
Cash generated from operations |
|
|
341 |
318 |
|
|
|
|
|
Interest paid |
|
|
(124) |
(124) |
Interest received |
|
|
11 |
18 |
Corporation taxation repayments received |
|
|
8 |
- |
Distributions and other receivables from joint ventures and funds |
8 |
|
58 |
73 |
Net cash inflow from operating activities |
|
|
294 |
285 |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Development and other capital expenditure |
|
|
(256) |
(157) |
Purchase of investment properties |
|
|
(243) |
(172) |
Sale of investment and trading properties |
|
|
564 |
415 |
Payments received in respect of future trading property sales |
|
|
40 |
32 |
Purchase of investments |
|
|
- |
(7) |
Acquisition of Speke Unit Trust |
|
|
- |
(90) |
Tesco property swap |
|
|
- |
(93) |
Investment in and loans to joint ventures and funds |
|
|
(241) |
(173) |
Capital distributions and loan repayments from joint ventures and funds |
|
|
366 |
134 |
Net cash inflow (outflow) from investing activities |
|
|
230 |
(111) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Issue of ordinary shares |
|
|
5 |
12 |
Dividends paid |
15 |
|
(235) |
(228) |
Dividends paid to non-controlling interests |
|
|
(16) |
(19) |
Acquisition of units in Hercules Unit Trust |
|
|
(61) |
(93) |
Closeout of interest rate derivatives |
|
|
15 |
(12) |
Cash collateral transactions |
|
|
(24) |
10 |
Decrease in bank and other borrowings |
|
|
(919) |
(581) |
Drawdowns on bank and other borrowings |
|
|
373 |
703 |
Issue of zero coupon 2015 convertible bond |
|
|
344 |
- |
Net cash outflow from financing activities |
|
|
(518) |
(208) |
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
6 |
(34) |
Cash and cash equivalents at 1 April |
|
|
108 |
142 |
Cash and cash equivalents at 31 March |
|
|
114 |
108 |
|
|
|
|
|
Cash and cash equivalents consists of: |
|
|
|
|
Cash and short-term deposits |
14 |
|
114 |
108 |
1 The prior year comparatives have been restated. See note 1.
consolidated statement OF CHANGES IN EQUITY
for the year ended 31 march 2016
|
Share capital |
Share premium |
Hedging and translation reserve1 |
Re- |
Merger reserve |
Retained earnings |
Total |
Non-controlling interests |
Total |
Balance at 1 April 2015 |
258 |
1,280 |
(76) |
(6) |
213 |
6,563 |
8,232 |
333 |
8,565 |
Profit for the year after taxation |
- |
- |
- |
- |
- |
1,345 |
1,345 |
19 |
1,364 |
Losses on cash flow hedges |
- |
- |
(24) |
- |
- |
- |
(24) |
- |
(24) |
Revaluation of owner-occupied property |
- |
- |
- |
19 |
- |
- |
19 |
- |
19 |
Exchange and hedging movements in joint ventures and funds |
- |
- |
- |
(3) |
- |
- |
(3) |
- |
(3) |
Reclassification of gains on cash flow hedges |
|
|
|
|
|
|
|
|
|
- Foreign currency derivatives |
- |
- |
2 |
- |
- |
- |
2 |
- |
2 |
- Interest rate derivatives |
- |
- |
10 |
- |
- |
- |
10 |
- |
10 |
Exchange differences on translation |
- |
- |
(3) |
3 |
- |
- |
- |
- |
- |
Net actuarial loss on pension schemes |
- |
- |
- |
- |
- |
(1) |
(1) |
- |
(1) |
Deferred tax on items of |
- |
- |
(16) |
1 |
- |
- |
(15) |
- |
(15) |
Other comprehensive (loss) income |
- |
- |
(31) |
20 |
- |
(1) |
(12) |
- |
(12) |
Total comprehensive income for the year |
- |
- |
(31) |
20 |
- |
1,344 |
1,333 |
19 |
1,352 |
Share issues |
2 |
15 |
- |
- |
- |
(12) |
5 |
- |
5 |
Fair value of share and share option awards |
- |
- |
- |
- |
- |
8 |
8 |
- |
8 |
Purchase of units from non-controlling interests |
- |
- |
- |
- |
- |
- |
- |
(59) |
(59) |
Loss on purchase of units from non-controlling interests |
- |
- |
- |
- |
- |
(1) |
(1) |
- |
(1) |
Dividends payable in year (28.0p per share) |
- |
- |
- |
- |
- |
(287) |
(287) |
- |
(287) |
Dividends payable by subsidiaries |
- |
- |
- |
- |
- |
- |
- |
(16) |
(16) |
Adjustment for scrip dividend element |
- |
- |
- |
- |
- |
52 |
52 |
- |
52 |
Balance at 31 March 2016 |
260 |
1,295 |
(107) |
14 |
213 |
7,667 |
9,342 |
277 |
9,619 |
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2014 |
255 |
1,257 |
(32) |
(38) |
213 |
5,091 |
6,746 |
371 |
7,117 |
Profit for the year after taxation |
- |
- |
- |
- |
- |
1,710 |
1,710 |
55 |
1,765 |
Losses on cash flow hedges |
- |
- |
(69) |
- |
- |
- |
(69) |
(2) |
(71) |
Revaluation of owner-occupied property |
- |
- |
- |
10 |
- |
- |
10 |
- |
10 |
Exchange and hedging movements in joint ventures and funds |
- |
- |
- |
3 |
- |
- |
3 |
- |
3 |
Reclassification of items from the statement |
- |
- |
- |
30 |
- |
- |
30 |
- |
30 |
Reclassification of (losses) gains on cash flow hedges |
|
|
|
|
|
|
|
|
|
- Foreign currency derivatives |
- |
- |
(11) |
- |
- |
- |
(11) |
- |
(11) |
- Interest rate derivatives |
- |
- |
8 |
- |
- |
- |
8 |
- |
8 |
Exchange differences on |
- |
- |
6 |
(6) |
- |
- |
- |
- |
- |
Net actuarial loss on pension schemes |
- |
- |
- |
- |
- |
(5) |
(5) |
- |
(5) |
Deferred tax on items of other comprehensive income |
- |
- |
22 |
(5) |
- |
(7) |
10 |
- |
10 |
Other comprehensive (loss) income |
- |
- |
(44) |
32 |
- |
(12) |
(24) |
(2) |
(26) |
Total comprehensive income for the year |
- |
- |
(44) |
32 |
- |
1,698 |
1,686 |
53 |
1,739 |
Share issues |
3 |
23 |
- |
- |
- |
(10) |
16 |
- |
16 |
Non-controlling interest on acquisition of subsidiary |
- |
- |
- |
- |
- |
- |
- |
31 |
31 |
Fair value of share and share option awards |
- |
- |
- |
- |
- |
10 |
10 |
- |
10 |
Purchase of units from non-controlling interests |
- |
- |
- |
- |
- |
2 |
2 |
(103) |
(101) |
Dividends payable in year (27.3p per share) |
- |
- |
- |
- |
- |
(277) |
(277) |
- |
(277) |
Dividends payable by subsidiaries |
- |
- |
- |
- |
- |
- |
- |
(19) |
(19) |
Adjustment for scrip dividend element |
- |
- |
- |
- |
- |
49 |
49 |
- |
49 |
Balance at 31 March 2015 |
258 |
1,280 |
(76) |
(6) |
213 |
6,563 |
8,232 |
333 |
8,565 |
1 The balance at the beginning of the year includes £10m in relation to translation and (£86m) in relation to hedging.
Notes to the accounts
1 Basis of preparation, significant accounting
policies and accounting judgements
The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 March 2016 or 2015, but is derived from those accounts. Statutory accounts for 2015 have been delivered to the Registrar of Companies and those for 2016 will be delivered following the Company's Annual General Meeting. The auditor has reported on those accounts; their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain statements under s498(2) or (3) of Companies Act 2006 or equivalent preceding legislation.
The financial statements for the year ended 31 March 2016 have been prepared on a historical cost basis, except for the revaluation of properties, investments held for trading and derivatives. The financial statements have also been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and therefore comply with Article 4 of the EU IAS Regulation.
While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. The Company expects to publish full financial statements that comply with IFRSs in June 2016.
In the current financial year the Group has adopted Annual Improvements to IFRSs 2010-2012 cycle and 2011-2013 cycle and Defined Benefit Plans: Employee Contributions - Amendments to IAS 19.
The adoption of these standards has not had a material impact on the Group and otherwise the accounting policies used are consistent with those contained in the Group's previous Annual Report and Accounts for the year ended 31 March 2015.
A number of new standards and amendments to standards and interpretations have been issued but are not yet effective for the current accounting period. None of these are expected to have a material impact on the consolidated financial statements of the Group, except the following set out below:
IFRS 9 - Financial Instruments, will impact both the measurement and disclosures of financial instruments and is effective for the Group's year ending 31 March 2019. The Group has not yet completed its evaluation of the effect of the adoption.
IFRS 15 - Revenue from contracts with customers, does not apply
to gross rental income, but does apply to service charge income, management and performance fees and trading property disposals and is effective for the Group's year ending 31 March 2019. The Group does not expect adoption of IFRS 15 to have a material impact on the measurement of revenue recognition, but additional disclosures will be required with regards to the above sources of income.
IFRS 16 - Leases, will impact both the measurement and disclosures of the Group's head leases and is effective for the Group's year ending 31 March 2020. The Group has not yet completed its evaluation of the effect of the adoption.
Restatement
During the year, the accounting for Broadgate Estates, a wholly owned subsidiary of the Group which acts as a property manager, has been reviewed resulting in a reclassification of items presented in the Consolidated Income Statement and the Consolidated Statement
of Cash Flows.
This reclassification had no impact on either IFRS profit before tax or Underlying Profit. It resulted in a £29m increase in other fees and commissions received offset by a £26m increase in other fees and commissions expenses and a £3m increase in administrative expenses.
This reclassification had no impact on the net cash inflow from operating activities presented in the Consolidated Statement of Cash Flows. It resulted in £35m increase in fees and other income received and a £35m increase in operating expenses paid to suppliers and employees. In addition, the format of the Consolidated Income Statement has been changed to aid the clarity and usability of the financial statements and the prior-year comparatives have been re presented to reflect this change.
Accounting judgements and estimates
In applying the Group's accounting policies, the Directors are required to make judgements and estimates that affect the financial statements.
Significant areas of estimation are:
Valuation of properties and investments held for trading: The Group uses external professional valuers to determine the relevant amounts. The primary source of evidence for property valuations should be recent, comparable market transactions on an arms-length basis. However, the valuation of the Group's property portfolio and investments held for trading are inherently subjective, as they are made on the basis of assumptions made by the valuers which may not prove to be accurate.
Other less significant areas of estimation include the valuation of fixed rate debt and interest rate derivatives, the determination of share-based payment expense, and the actuarial assumptions used in calculating the Group's retirement benefit obligations.
The key areas of accounting judgement are:
REIT status: British Land is a Real Estate Investment Trust (REIT) and does not pay tax on its property income or gains on property sales, provided that at least 90% of the Group's property income is distributed as a dividend to shareholders, which becomes taxable in their hands. In addition, the Group has to meet certain conditions such as ensuring the property rental business represents more than 75% of total profits and assets. Any potential or proposed changes to the REIT legislation are monitored and discussed with HMRC. It is Management's intention that the Group will continue as a REIT for the foreseeable future.
Accounting for joint ventures and funds: In accordance with IFRS 10 'Consolidated financial statements', IFRS 11 'Joint arrangements', and IFRS 12 'Disclosures of interests in other entities' an assessment is required to determine the degree of control or influence the Group exercises and the form of any control to ensure that the financial statement treatment is appropriate.
Interest in the Group's joint ventures is commonly driven by the terms of the partnership agreements which ensure that control is shared between the partners. These are accounted for under the equity method, whereby the consolidated balance sheet incorporates the Group's share of the net assets of its joint ventures and associates. The consolidated income statement incorporates the Group's share of joint venture and associate profits after tax.
Accounting for transactions: Property transactions are complex in nature and can be material to the financial statements. Assessment is required to determine the most appropriate accounting treatment of assets acquired and of potential contractual arrangements in the legal documents for both acquisitions and disposals. Management consider each transaction separately and, when considered appropriate, seek independent accounting advice.
2 Performance measures
Earnings per share
The Group measures financial performance with reference to underlying earnings per share, the European Public Real Estate Association (EPRA) earnings per share and IFRS earnings per share. The relevant earnings and weighted average number of shares (including dilution adjustments) for each performance measure are shown below, and a reconciliation between these is shown within the supplementary disclosures (Table B).
EPRA earnings per share is calculated using EPRA earnings, which is the IFRS profit after taxation attributable to shareholders of the Company excluding investment and development property revaluations, gains/losses on investing and trading property disposals, changes in the fair value of financial instruments and associated close-out costs and their related taxation. EPRA earnings (diluted) also takes into account dilution due to the 2012 convertible bond.
Underlying earnings per share is calculated using Underlying Profit adjusted for underlying taxation (see note 6). Underlying Profit is the pre-tax EPRA earnings measure, with additional Company adjustments. No Company adjustments were made in either the current or prior year. For the year ended 31 March 2015 the 2012 convertible bond was not dilutive for underlying earnings, as the contingent conditions associated to the bond had not been met. The convertible conditions period ended on 25 September 2015 and therefore the bond was treated as dilutive in the current year.
|
2016 |
|
2015 |
||||
Earnings per share |
Relevant |
Relevant number |
Earnings |
|
Relevant |
Relevant |
Earnings |
Underlying |
|
|
|
|
|
|
|
Underlying basic |
365 |
1,025 |
35.6 |
|
313 |
1,016 |
30.8 |
Underlying diluted |
371 |
1,089 |
34.1 |
|
313 |
1,022 |
30.6 |
EPRA |
|
|
|
|
|
|
|
EPRA basic |
365 |
1,025 |
35.6 |
|
313 |
1,016 |
30.8 |
EPRA diluted |
371 |
1,089 |
34.1 |
|
319 |
1,080 |
29.5 |
IFRS |
|
|
|
|
|
|
|
Basic |
1,345 |
1,025 |
131.2 |
|
1,710 |
1,016 |
168.3 |
Diluted |
1,351 |
1,089 |
124.1 |
|
1,710 |
1,022 |
167.3 |
Net asset value
The Group measures financial position with reference to EPRA net asset value (NAV) per share and EPRA triple net asset value (NNNAV) per share. The net asset value and number of shares for each performance measure is shown below. A reconciliation between IFRS net assets and EPRA net assets, and the relevant number of shares for each performance measure, is shown within the supplementary disclosures (Table B). EPRA net assets is a proportionally consolidated measure that is based on IFRS net assets excluding the mark-to-market on effective cash flow hedges and related debt adjustments, the mark-to-market on the convertible bonds as well as deferred taxation on property and derivative valuations. They include the valuation surplus on trading properties and are adjusted for the dilutive impact of share options and the £400 million convertible bond maturing in 2017.
|
2016 |
|
2015 |
||||
Net asset value per share |
Relevant |
Relevant |
Net asset |
|
Relevant |
Relevant |
Net asset |
EPRA |
|
|
|
|
|
|
|
EPRA NAV |
10,074 |
1,096 |
919 |
|
9,035 |
1,090 |
829 |
EPRA NNNAV |
9,640 |
1,096 |
880 |
|
8,359 |
1,090 |
767 |
IFRS |
|
|
|
|
|
|
|
Basic |
9,619 |
1,029 |
935 |
|
8,565 |
1,020 |
840 |
Diluted |
10,019 |
1,096 |
914 |
|
8,565 |
1,032 |
830 |
Total accounting return
The Group also measures financial performance with reference to total accounting return. This is calculated as the increase in EPRA net asset value per share and dividend paid in the year as a percentage of the EPRA net asset value per share at the start of the year.
|
2016 |
|
2015 |
||||
|
Increase in NAV per share pence |
Dividend per share paid pence |
Total |
|
Increase in NAV per share pence |
Dividend per share paid pence |
Total |
Total accounting return |
90 |
28.02 |
14.2% |
|
141 |
27.30 |
24.5% |
3 Revenue and costs
|
2016 |
|
2015 |
||
|
Underlying |
Capital |
|
Underlying |
Capital |
Rent receivable |
437 |
- |
|
369 |
- |
Spreading of tenant incentives and guaranteed rent increases |
12 |
- |
|
26 |
- |
Surrender premia |
2 |
- |
|
4 |
- |
Gross rental income |
451 |
- |
|
399 |
- |
Trading property sales proceeds |
- |
21 |
|
- |
51 |
Service charge income |
72 |
- |
|
65 |
- |
Management and performance fees (from joint ventures and funds) |
8 |
- |
|
7 |
- |
Other fees and commissions |
38 |
- |
|
34 |
- |
Revenue |
569 |
21 |
|
505 |
51 |
|
|
|
|
|
|
Trading property cost of sales |
- |
(11) |
|
- |
(45) |
Service charge expenses |
(72) |
- |
|
(65) |
- |
Property operating expenses |
(26) |
- |
|
(24) |
- |
Other fees and commissions expenses |
(30) |
- |
|
(26) |
- |
Costs |
(128) |
(11) |
|
(115) |
(45) |
|
441 |
10 |
|
390 |
6 |
The cash element of net rental income recognised during the year ended 31 March 2016 from properties which were not subject to a security
interest was £229m (2014/15: £182m). Property operating expenses relating to investment properties that did not generate any rental income were £1m (2014/15: £2m). Contingent rents of £3m (2014/15: £3m) were recognised in the year.
4 Valuation movements on property
|
2016 |
2015 |
Consolidated income statement |
|
|
Revaluation of properties |
616 |
884 |
Revaluation of properties held by joint ventures and funds accounted for using the equity method |
245 |
589 |
|
861 |
1,473 |
Consolidated statement of comprehensive income |
|
|
Revaluation of owner-occupied properties |
19 |
10 |
|
880 |
1,483 |
5 Net financing costs
|
2016 |
2015 |
Underlying |
|
|
|
|
|
Financing charges |
|
|
Bank loans, overdrafts and derivatives |
(30) |
(36) |
Other loans |
(88) |
(88) |
Obligations under head leases |
(2) |
(2) |
|
(120) |
(126) |
Development interest capitalised |
9 |
14 |
|
(111) |
(112) |
Financing income |
|
|
Deposits, securities and liquid investments |
3 |
2 |
Loans to joint ventures |
2 |
5 |
|
5 |
7 |
Net financing charges - underlying |
(106) |
(105) |
|
|
|
Capital and other |
|
|
|
|
|
Financing charges |
|
|
Valuation movements on translation of foreign currency debt |
2 |
(11) |
Hedging reserve recycling |
(2) |
11 |
Valuation movements on fair value derivatives |
54 |
108 |
Valuation movements on fair value debt |
(53) |
(104) |
Recycling of fair value movement on close-out of derivatives |
(6) |
(12) |
Capital financing costs1 |
(29) |
(2) |
Fair value movement on convertible bonds |
- |
(35) |
Valuation movement on translation of foreign currency net assets |
- |
(1) |
Fair value movement on non-hedge accounted derivatives |
- |
(1) |
|
(34) |
(47) |
Financing income |
|
|
Fair value movement on convertible bonds |
64 |
- |
Fair value movement on non-hedge accounted derivatives |
1 |
- |
|
65 |
- |
Net financing income (charges) - capital |
31 |
(47) |
|
|
|
|
|
|
Net financing costs |
|
|
Total financing income |
70 |
7 |
Total financing charges |
(145) |
(159) |
Net financing costs |
(75) |
(152) |
1 Primarily debenture bonds tender offer and purchase.
Interest payable on unsecured bank loans and related interest rate derivatives was £19m (2014/15: £24m). Interest on development expenditure
is capitalised at the Group's weighted average interest rate of 2.6% (2014/15: 3.3%). The weighted average interest rate on a proportionately consolidated basis at 31 March 2016 was 3.3% (2014/15: 3.8%).
6 Taxation
|
2016 |
2015 |
Taxation income (expense) |
|
|
Current taxation: |
|
|
UK corporation taxation: 20% (2014/15: 21%) |
(15) |
(1) |
Adjustments in respect of prior years |
17 |
- |
Total current taxation income (expense) |
2 |
(1) |
Deferred taxation on revaluations and derivatives |
31 |
(23) |
Group total taxation |
33 |
(24) |
Attributable to joint ventures and funds |
(1) |
2 |
Total taxation income (expense) |
32 |
(22) |
|
|
|
Taxation reconciliation |
|
|
Profit on ordinary activities before taxation |
1,331 |
1,789 |
Less: profit attributable to joint ventures and funds1 |
(397) |
(726) |
Group profit on ordinary activities before taxation |
934 |
1,063 |
Taxation on profit on ordinary activities at UK corporation taxation rate of 20% (2014/15: 21%) |
(187) |
(223) |
Effects of: |
|
|
REIT exempt income and gains |
161 |
232 |
Taxation losses |
11 |
(10) |
Deferred taxation on revaluations and derivatives |
31 |
(23) |
Adjustments in respect of prior years |
17 |
- |
Group total taxation income (expense) |
33 |
(24) |
1 A current taxation expense of £1m (2014/15: £2m expense) and a deferred taxation expense of £nil (2014/15: £4m credit) arose on profits attributable to joint ventures and funds.
Taxation attributable to Underlying Profit for the year ended 31 March 2016 was a credit of £2m (2014/15: £nil). Corporation taxation payable at 31 March 2016 was £18m (2014/15: £9m) as shown on the balance sheet.
7 Property
Property reconciliation for the year ended 31 March 2016
Canada Water was added as a property sector in the year, reflecting the key role the campus has in the strategy of the Group.
|
Investment |
|
|
|
|
|
|
|
|
Retail & leisure |
Offices & residential |
Canada Water Level 3 £m |
Developments |
Investment |
Trading properties |
Owner- |
Total |
Carrying value at 1 April 2015 |
5,584 |
2,902 |
249 |
385 |
9,120 |
274 |
60 |
9,454 |
Additions |
|
|
|
|
|
|
|
|
- property purchases |
4 |
234 |
- |
- |
238 |
- |
- |
238 |
- development expenditure |
4 |
6 |
1 |
43 |
54 |
59 |
- |
113 |
- capitalised interest and staff costs |
- |
- |
1 |
3 |
4 |
5 |
- |
9 |
- |
91 |
24 |
1 |
- |
116 |
- |
- |
116 |
|
99 |
264 |
3 |
46 |
412 |
64 |
- |
476 |
Depreciation |
- |
- |
- |
- |
- |
- |
(1) |
(1) |
Disposals |
(372) |
(130) |
- |
(7) |
(509) |
(11) |
- |
(520) |
Reclassifications |
135 |
22 |
- |
(172) |
(15) |
(2) |
17 |
- |
Revaluations included in income statement |
161 |
369 |
4 |
82 |
616 |
- |
- |
616 |
Revaluation included in OCI |
- |
- |
- |
- |
- |
- |
19 |
19 |
Movement in tenant incentives and contracted rent uplift balances |
10 |
9 |
- |
- |
19 |
- |
- |
19 |
Carrying value at 31 March 2016 |
5,617 |
3,436 |
256 |
334 |
9,643 |
325 |
95 |
10,063 |
Head lease liabilities (note 12) |
|
|
|
|
|
|
|
(37) |
Valuation surplus on trading properties |
|
|
|
|
|
|
85 |
|
Group property portfolio valuation |
|
|
|
|
|
|
10,111 |
|
Non-controlling interests |
|
|
|
|
|
|
|
(324) |
Group property portfolio valuation at 31 March 2016 attributable to shareholders |
|
|
9,787 |
Property valuation
The different valuation method levels are defined below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2:
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
These levels are specified in accordance with IFRS 13 'Fair Value Measurement'. Property valuations are inherently subjective as they are made on the basis of assumptions made by the valuer which may not prove to be accurate. For these reasons, and consistent with EPRA's guidance, we have classified the valuations of our property portfolio as Level 3 as defined by IFRS 13. The unobservable inputs to the valuations are analysed in the table on the following page.
The Group's total property portfolio was valued by independent external valuers on the basis of fair value, in accordance with the RICS Valuation - Professional Standards 2014, ninth edition, published by The Royal Institution of Chartered Surveyors.
The information provided to the valuers, and the assumptions and valuations models used by the valuers are reviewed by the property portfolio team, the Head of Offices, the Head of Retail and the Chief Financial Officer. The valuers meet with the external auditors and also present directly to the Audit Committee at the interim and year end review of results.
Investment properties, excluding properties held for development, are valued by adopting the "investment method" of valuation. This approach involves applying capitalisation yields to current and future rental streams net of income voids arising from vacancies or rent-free periods and associated running costs. These capitalisation yields and future rental values are based on comparable property and leasing transactions in the market using the valuers' professional judgement and market observation. Other factors taken into account in the valuations include the tenure of the property, tenancy details and ground and structural conditions.
In the case of ongoing developments, the approach applied is the "residual method" of valuation, which is the investment method of valuation as described above, with a deduction for all costs necessary to complete the development, including a notional finance cost, together with a further allowance for remaining risk. Properties held for development are generally valued by adopting the higher of the residual method of valuation, allowing for all associated risks, or the investment method of valuation for the existing asset.
Copies of the valuation certificates of Knight Frank LLP and CBRE can be found at www.britishland.com/reports
Within their valuation report, CBRE have highlighted that they expect considerable uncertainty to arise if there is a decision for the UK to exit the EU following the referendum on 23 June 2016 and that this has the potential to reduce investment volumes and liquidity. This is a forward looking statement which has no impact on the valuations as at 31 March 2016.
A breakdown of valuations split between the Group and its share of joint ventures and funds is shown below:
|
2016 |
|
2015 |
||||
|
Group |
Joint |
Total |
|
Group |
Joint |
Total |
Knight Frank LLP |
7,529 |
3,576 |
11,105 |
|
6,795 |
3,313 |
10,108 |
CBRE |
2,582 |
1,361 |
3,943 |
|
2,714 |
1,401 |
4,115 |
Total property portfolio valuation |
10,111 |
4,937 |
15,048 |
|
9,509 |
4,714 |
14,223 |
Non-controlling interests |
(324) |
(76) |
(400) |
|
(441) |
(105) |
(546) |
Total property portfolio valuation |
9,787 |
4,861 |
14,648 |
|
9,068 |
4,609 |
13,677 |
Information about fair value measurements using unobservable inputs (Level 3)
Investment |
|
|
ERV per sq ft |
|
Equivalent Yield |
|
Costs to complete per sq ft |
||||||
Fair value at |
Valuation |
Min |
Max |
|
|
Min |
Max |
|
|
Min |
Max |
|
|
Retail & leisure |
5,608 |
Investment methodology |
2 |
75 |
22 |
|
3 |
11 |
5 |
|
- |
45 |
8 |
Offices & residential1,2 |
3,492 |
Investment methodology |
4 |
136 |
53 |
|
1 |
8 |
4 |
|
- |
150 |
15 |
Canada Water |
250 |
Investment methodology |
15 |
25 |
22 |
|
1 |
5 |
3 |
|
- |
5 |
4 |
Developments2 |
343 |
Residual methodology |
65 |
107 |
73 |
|
4 |
5 |
4 |
|
- |
664 |
447 |
Total |
9,693 |
|
|
|
|
|
|
|
|
|
|
|
|
Trading properties |
418 |
|
|
|
|
|
|
|
|
|
|
|
|
Group property portfolio valuation |
10,111 |
|
|
|
|
|
|
|
|
|
|
|
|
1 Includes owner-occupied.
2 Includes Residential with an average capital value per sq ft of £1,028 including developments at end value and mixed use.
All other factors being equal:
· a higher equivalent yield or discount rate would lead to a decrease in the valuation of an asset;
· an increase in the current or estimated future rental stream would have the effect of increasing the capital value; and
· an increase in the costs to complete would lead to a decrease in the valuation of an asset.
However, there are interrelationships between the unobservable inputs which are partially determined by market conditions, which would impact
on these changes. There were no transfers between valuation levels in the period.
8 Joint ventures and funds
Summary movement for the year of the investments in joint ventures and funds |
Joint ventures |
Funds |
Total |
|
Equity |
Loans |
Total |
At 1 April 2015 |
2,586 |
315 |
2,901 |
|
2,598 |
303 |
2,901 |
Additions |
246 |
- |
246 |
|
14 |
232 |
246 |
Disposals |
(2) |
(13) |
(15) |
|
- |
(15) |
(15) |
Share of profit on ordinary activities after taxation |
365 |
32 |
397 |
|
397 |
- |
397 |
Distributions and dividends: |
|
|
|
|
|
|
|
- Capital |
- |
(76) |
(76) |
|
(76) |
- |
(76) |
- Revenue |
(90) |
(13) |
(103) |
|
(103) |
- |
(103) |
Hedging and exchange movements |
4 |
(1) |
3 |
|
3 |
- |
3 |
At 31 March 2016 |
3,109 |
244 |
3,353 |
|
2,833 |
520 |
3,353 |
Additional investments in joint ventures and funds covenant information
At 31 March 2016 the investments in joint ventures included within the total investments in joint ventures and funds was £3,348m (2014/15: £2,869m), being the £3,353m total investment shown above, less the net investment of £5m (2014/15: £32m) in PREF, a property fund in Continental Europe.
The summarised income statements and balance sheets below show 100% of the results, assets and liabilities of joint ventures and funds. Where necessary these have been restated to the Group's accounting policies.
Joint ventures' and funds' summary financial statements for the year ended 31 March 2016
|
Broadgate Ltd |
MSC Property Intermediate Holdings Ltd |
BL Sainsbury Superstores Ltd |
Tesco Joint Ventures1 |
Partners |
Euro Bluebell LLP (GIC) |
Norges Bank Investment Management |
J Sainsbury plc |
Tesco PLC |
Property sector |
City Offices Broadgate |
Shopping Centres Meadowhall |
Superstores |
Superstores |
Group share |
50% |
50% |
50% |
50% |
|
|
|
|
|
Summarised income statements |
£m |
£m |
£m |
£m |
Revenue5
|
244 |
102 |
56 |
19 |
Costs |
(48) |
(23) |
(1) |
- |
|
196 |
79 |
55 |
19 |
Administrative expenses |
- |
- |
- |
- |
Net interest payable |
(86) |
(36) |
(24) |
(9) |
Underlying Profit |
110 |
43 |
31 |
10 |
Net valuation movement |
334 |
50 |
(36) |
(9) |
Profit on disposal of investment properties and investments |
- |
- |
2 |
- |
Profit on ordinary activities before taxation |
444 |
93 |
(3) |
1 |
Taxation |
- |
- |
- |
1 |
Profit on ordinary activities after taxation |
444 |
93 |
(3) |
2 |
Other comprehensive income (expenditure) |
5 |
- |
- |
3 |
Total comprehensive income |
449 |
93 |
(3) |
5 |
British Land share of total comprehensive income |
225 |
46 |
(2) |
3 |
British Land share of distributions payable |
44 |
17 |
11 |
4 |
|
|
|
|
|
Summarised balance sheets |
£m |
£m |
£m |
£m |
Investment and trading properties |
4,622 |
1,786 |
946 |
354 |
Current assets |
4 |
5 |
2 |
- |
Cash and deposits |
293 |
32 |
80 |
6 |
Gross assets |
4,919 |
1,823 |
1,028 |
360 |
Current liabilities |
(77) |
(31) |
(30) |
(3) |
Bank and securitised debt |
(1,842) |
(694) |
(462) |
(184) |
Other non-current liabilities |
(65) |
(24) |
- |
(15) |
Gross liabilities |
(1,984) |
(749) |
(492) |
(202) |
Net external assets |
2,935 |
1,074 |
536 |
158 |
British Land share of net assets |
1,467 |
537 |
269 |
79 |
The SouthGate Limited Partnership |
USS Joint Ventures2 |
Leadenhall Holding Co (Jersey) Ltd |
Hercules Unit Trust joint ventures and sub-funds3 |
Other joint ventures and funds4 |
TOTAL 2016 |
TOTAL Group share 2016 |
Aviva |
Universities Superannuation Scheme Group |
Oxford |
|
|
|
|
Shopping |
Shopping |
City Offices Leadenhall |
Retail Parks |
|
|
|
50% |
50% |
50% |
Various |
|
|
|
|
|
|
|
|
|
|
£m |
£m |
£m |
£m |
£m |
£m |
£m |
19 |
12 |
35 |
38 |
6 |
531 |
266 |
(6) |
(3) |
(10) |
(7) |
(1) |
(99) |
(44) |
13 |
9 |
25 |
31 |
5 |
432 |
222 |
(1) |
- |
(1) |
(6) |
(2) |
(10) |
(5) |
(1) |
- |
- |
(8) |
- |
(164) |
(82) |
11 |
9 |
24 |
17 |
3 |
258 |
135 |
4 |
12 |
124 |
4 |
7 |
490 |
245 |
- |
- |
- |
- |
30 |
32 |
18 |
15 |
21 |
148 |
21 |
40 |
780 |
398 |
- |
- |
- |
- |
(3) |
(2) |
(1) |
15 |
21 |
148 |
21 |
37 |
778 |
397 |
- |
- |
- |
(2) |
- |
6 |
3 |
15 |
21 |
148 |
19 |
37 |
784 |
400 |
8 |
11 |
74 |
10 |
25 |
400 |
|
4 |
6 |
3 |
59 |
31 |
179 |
|
|
|
|
|
|
|
|
£m |
£m |
£m |
£m |
£m |
£m |
£m |
267 |
252 |
942 |
612 |
108 |
9,889 |
4,944 |
2 |
1 |
- |
4 |
14 |
32 |
18 |
5 |
7 |
5 |
9 |
33 |
470 |
239 |
274 |
260 |
947 |
625 |
155 |
10,391 |
5,201 |
(4) |
(6) |
(6) |
(7) |
(51) |
(215) |
(111) |
- |
- |
- |
(139) |
- |
(3,321) |
(1,660) |
(28) |
- |
- |
(4) |
(18) |
(154) |
(77) |
(32) |
(6) |
(6) |
(150) |
(69) |
(3,690) |
(1,848) |
242 |
254 |
941 |
475 |
86 |
6,701 |
3,353 |
121 |
128 |
471 |
237 |
44 |
3,353 |
|
1 Tesco joint ventures include BLT Holdings (2010) Limited as at 31 March 2016.
2 USS joint ventures include the Eden Walk Shopping Centre Unit Trust and the Fareham Property Partnership.
3 Hercules Unit Trust joint ventures and sub-funds includes 50% of the results of Deepdale Co-Ownership Trust, Gibraltar Limited Partnership and Valentine Co-Ownership Trust and 41.25% of Birstall Co-Ownership Trust. The balance sheet shows 50% of the assets of these joint ventures and sub-funds.
4Included in the column headed 'Other joint ventures and funds' are contributions from the following: BL Goodman Limited Partnership, The Aldgate Place Limited Partnership, Bluebutton Property
Management UK Limited, City of London Office Unit Trust and Pillar Retail Europark Fund (PREF). The Group's ownership share of PREF is 65%, however as the group is not able to exercise control over significant decisions of the fund, the Group equity accounts for its interest in PREF.
5 Revenue includes gross rental income at 100% share of £495m (2014/15: £451m).
The borrowings of joint ventures and funds and their subsidiaries are non-recourse to the Group. All joint ventures are incorporated in the United Kingdom, with
the exception of Broadgate REIT Limited, the Eden Walk Shopping Centre Unit Trust and Leadenhall Holding Co (Jersey) Limited which are incorporated in Jersey.
Of the funds, the Hercules Unit Trust (HUT) joint ventures and sub-funds are incorporated in Jersey and PREF in Luxembourg.
These financial statements include the results and financial position of the Group's interest in the Fareham Property Partnership, the Aldgate Place Limited Partnership, the BL Goodman Limited Partnership, the Auchinlea Partnership and the Gibraltar Limited Partnership. Accordingly, advantage has been taken of the exemptions provided by Regulation 7 of the Partnership (Accounts) Regulations 2008, not to attach the partnership accounts to these financial statements.
Operating cash flows of joint ventures and funds (Group share)
|
2016 |
2015 |
Rental income received from tenants |
208 |
234 |
Fees and other income received |
1 |
1 |
Operating expenses paid to suppliers and employees |
(18) |
(26) |
Cash generated from operations |
191 |
209 |
Interest paid |
(86) |
(114) |
Interest received |
1 |
2 |
UK corporation tax paid |
(3) |
(7) |
Foreign tax paid |
(1) |
(2) |
Cash inflow from operating activities |
102 |
88 |
Cash inflow from operating activities deployed as: |
|
|
Surplus cash retained within joint ventures and funds |
44 |
15 |
Revenue distributions per consolidated statement of cash flows |
58 |
73 |
Revenue distributions split between controlling and non-controlling interests |
|
|
Attributable to non-controlling interests |
4 |
7 |
Attributable to shareholders of the Company |
54 |
66 |
9 Other investments
|
2016 |
|
2015 |
||||
|
Investment |
Loans, receivables |
Total |
|
Investment |
Loans, |
Total |
At 1 April |
99 |
280 |
379 |
|
92 |
170 |
262 |
Additions |
- |
35 |
35 |
|
- |
113 |
113 |
Disposals |
- |
(272) |
(272) |
|
- |
(2) |
(2) |
Revaluation |
2 |
- |
2 |
|
7 |
- |
7 |
Depreciation |
- |
(2) |
(2) |
|
- |
(1) |
(1) |
At 31 March |
101 |
41 |
142 |
|
99 |
280 |
379 |
The investment held for trading comprises interests as a trust beneficiary. The trust's assets comprise freehold reversions in a pool of commercial properties, comprising Sainsbury's superstores. The interest was categorised as Level 3 in the fair value hierarchy, is subject to the same inputs as those disclosed in note 7, and its fair value was determined by independent external valuers.
Included within the loans, receivables and other balance is £nil (2014/2015: £243m) in relation to a loan to the Broadgate joint venture, which is carried at amortised cost, and was fully repaid in the year.
10 Debtors
|
2016 |
2015 |
Trade and other debtors |
24 |
16 |
Prepayments and accrued income |
9 |
4 |
|
33 |
20 |
Trade and other debtors are shown after deducting a provision for bad and doubtful debts of £16m (2014/15: £16m). The charge to the income statement in relation to bad and doubtful debts was £1m (2014/15: £1m).
The Directors consider that the carrying amount of trade and other debtors is approximate to their fair value. There is no concentration of credit risk with respect to trade debtors as the Group has a large number of customers who are paying their rent in advance.
As at 31 March, trade and other debtors outside their payment terms yet not provided for are as follows:
|
|
Outside credit terms but not impaired |
|||
|
Total £m |
Within credit terms |
0-1 month |
1-2 months |
More than |
2016 |
24 |
12 |
11 |
1 |
- |
2015 |
16 |
9 |
7 |
- |
- |
11 Creditors
|
2016 |
2015 |
Trade creditors |
39 |
61 |
Other taxation and social security |
34 |
31 |
Accruals |
72 |
98 |
Deferred income |
73 |
71 |
|
218 |
261 |
Trade creditors are interest-free and have settlement dates within one year. The Directors consider that the carrying amount of trade and other creditors is approximate to their fair value.
12 Other non-current liabilities
|
2016 |
2015 |
Other creditors |
70 |
32 |
Head leases1 |
46 |
41 |
Net pension liabilities |
6 |
6 |
|
122 |
79 |
1 Includes £9m in relation to head lease liabilities on trading properties held at cost.
13 Deferred tax
The movement on deferred tax is as shown below:
Deferred tax assets year ended 31 March 2016
|
1 April |
Credited to income £m |
Credited (debited) to equity £m |
Transferred to joint ventures £m |
31 March £m |
Interest rate and currency derivative revaluations |
- |
- |
5 |
- |
5 |
Other timing differences |
- |
6 |
- |
- |
6 |
|
- |
6 |
5 |
- |
11 |
Deferred tax liabilities year ended 31 March 2016
|
£m |
£m |
£m |
£m |
£m |
Property and investment revaluations |
(5) |
- |
(2) |
- |
(7) |
Interest rate and currency derivative revaluations |
(4) |
25 |
(21) |
- |
- |
Other timing differences |
(3) |
- |
- |
2 |
(1) |
|
(12) |
25 |
(23) |
2 |
(8) |
|
|
|
|
|
|
Net deferred tax (liability) asset |
(12) |
31 |
(18) |
2 |
3 |
Deferred tax assets year ended 31 March 2015
|
1 April |
Expensed to income £m |
Credited to £m |
Transferred to joint ventures £m |
31 March £m |
|
- |
- |
- |
- |
- |
Deferred tax liabilities year ended 31 March 2015
|
£m |
£m |
£m |
£m |
£m |
Property and investment revaluations |
- |
(5) |
- |
- |
(5) |
Interest rate and currency derivative revaluations |
- |
(19) |
15 |
- |
(4) |
Other timing differences |
(4) |
1 |
- |
- |
(3) |
|
(4) |
(23) |
15 |
- |
(12) |
|
|
|
|
|
|
Net deferred tax (liability) asset |
(4) |
(23) |
15 |
- |
(12) |
The following corporation tax rates have been substantively enacted; 20% effective from 1 April 2015 reducing to 19% effective from 1 April 2017
and 18% effective from 1 April 2020. The deferred tax assets and liabilities have been calculated at the tax rate effective in the period that the tax is expected to crystallise.
The Group has recognised a deferred tax asset calculated at 18% (2014/2015: 20%) of £6m (2014/2015: £nil) in respect of capital losses from previous years available for offset against future capital profit. Further unrecognised deferred tax assets in respect of capital losses of £60m (2014/2015: £87m) exist at 31 March 2016.
The Group has recognised deferred tax assets on derivative revaluations to the extent that future matching taxable profits are expected to arise.
At 31 March 2016 the Group had an unrecognised deferred tax asset calculated at 18% (2014/2015: 20%) of £51m (2014/2015: £38m) in respect of UK revenue tax losses from previous years.
Under the REIT regime, development properties which are sold within three years of completion do not benefit from tax exemption. At 31 March 2016 the value of such properties is £967m (2014/2015: £1,008m) and if these properties were to be sold and no tax exemption was available, the tax arising would be £56m (2014/15: £66m).
14 Net debt
|
Footnote |
2016 |
2015 |
Secured on the assets of the Group |
|
|
|
9.125% First Mortgage Debenture Stock 2020 |
1.1 |
34 |
35 |
5.264% First Mortgage Debenture Bonds 2035 |
|
371 |
355 |
5.0055% First Mortgage Amortising Debentures 2035 |
|
100 |
99 |
5.357% First Mortgage Debenture Bonds 2028 |
|
349 |
344 |
6.75% First Mortgage Debenture Stock 2020 |
|
62 |
176 |
Bank loans |
1.2, 1.3 |
733 |
963 |
Loan notes |
|
2 |
2 |
|
|
1,651 |
1,974 |
Unsecured |
|
|
|
5.50% Senior Notes 2027 |
|
101 |
98 |
6.30% Senior US Dollar Notes 2015 |
|
- |
104 |
3.895% Senior US Dollar Notes 2018 |
2 |
28 |
28 |
4.635% Senior US Dollar Notes 2021 |
2 |
165 |
158 |
4.766% Senior US Dollar Notes 2023 |
2 |
105 |
99 |
5.003% Senior US Dollar Notes 2026 |
2 |
69 |
64 |
3.81% Senior Notes 2026 |
|
113 |
111 |
3.97% Senior Notes 2026 |
|
116 |
114 |
1.5% Convertible Bond 2017 |
|
445 |
493 |
0% Convertible Bond 2020 |
|
334 |
- |
Bank loans and overdrafts |
|
634 |
706 |
|
|
2,110 |
1,975 |
Gross debt |
3 |
3,761 |
3,949 |
Interest rate and currency derivative liabilities |
|
137 |
126 |
Interest rate and currency derivative assets |
|
(167) |
(139) |
Cash and short-term deposits |
4,5 |
(114) |
(108) |
Total net debt |
|
3,617 |
3,828 |
Net debt attributable to non-controlling interests |
|
(104) |
(190) |
Net debt attributable to shareholders of the Company |
|
3,513 |
3,638 |
1 These are non-recourse borrowings with no recourse for repayment to other companies or assets in the Group:
|
2016 |
2015 |
1.1 BLD Property Holdings Ltd |
34 |
35 |
1.2 Hercules Unit Trust |
443 |
645 |
1.3 TBL Properties Limited and subsidiaries |
290 |
318 |
|
767 |
998 |
2 Principal and interest on this borrowing was fully hedged into Sterling at a floating rate at the time of issue.
3 The principal amount of gross debt at 31 March 2016 was £3,552m (2014/15: £3,717m). Included in this is the principal amount of secured borrowings and other borrowings of non-recourse companies of £1,563m of which the borrowings of the partly-owned subsidiary, Hercules Unit Trust, not beneficially owned by the Group
is £109m.
4 Included within cash and short-term deposits is the cash and short-term deposits of Hercules Unit Trust, of which £8m is the proportion not beneficially owned
by the Group.
5 Cash and deposits not subject to a security interest amount to £93m (2014/15: £84m).
Maturity analysis of net debt
|
2016 |
2015 |
Repayable: within one year and on demand |
74 |
102 |
Between: one and two years |
504 |
71 |
two and five years |
1,491 |
1,707 |
five and ten years |
807 |
943 |
ten and fifteen years |
500 |
747 |
fifteen and twenty years |
385 |
6 |
twenty and twenty five years |
- |
373 |
|
3,687 |
3,847 |
Gross debt |
3,761 |
3,949 |
Interest rate and currency derivatives |
(30) |
(13) |
Cash and short-term deposits |
(114) |
(108) |
Net debt |
3,617 |
3,828 |
1.5% Convertible bond 2012 (maturity 2017)
On 10 September 2012 British Land (Jersey) Limited (the 2012 Issuer), a wholly-owned subsidiary of the Group, issued £400 million 1.5% guaranteed convertible bonds due 2017 (the 2012 bonds) at par. The 2012 Issuer is fully guaranteed by the Company in respect of the 2012 bonds.
Subject to their terms, the 2012 bonds are convertible into preference shares of the 2012 Issuer which are automatically transferred to the Company in exchange for ordinary shares in the Company or, at the Company's election, any combination of ordinary shares and cash. Bondholders may exercise their conversion right at any time up to (but excluding) the 20th dealing day before 10 September 2017 (the maturity date).
The initial exchange price was 693.07 pence per ordinary share. The exchange price is adjusted based on certain events.
From 25 September 2015, the Company has the option to redeem the 2012 bonds at par if the Company's share price has traded above 130% of the exchange price for a specified period, or at any time once 85% by nominal value of the 2012 bonds have been converted, redeemed, or purchased and cancelled. The 2012 bonds will be redeemed at par on 10 September 2017 (the maturity date) if they have not already been converted, redeemed or purchased and cancelled. No redemption of the bonds occurred in the year.
0% Convertible bond 2015 (maturity 2020)
On 9 June 2015 British Land (White) 2015 Limited (the 2015 Issuer), a wholly owned subsidiary of the Group, issued £350 million zero coupon guaranteed convertible bonds due 2020 (the 2015 bonds) at par. The 2015 Issuer is fully guaranteed by the Company in respect of the 2015 bonds.
Subject to their terms, the 2015 bonds are convertible into preference shares of the Issuer which are automatically transferred to the Company in exchange for ordinary shares in the Company or, at the Company's election, any combination of ordinary shares and cash. From 20 July 2015 up to and including 29 June 2018, a bondholder may exercise its conversion right if the share price has traded at a level exceeding 130% of the exchange price for a specified period. Thereafter, and up to but excluding the 7th dealing day before 9 June 2020 (the maturity date), a bondholder may convert at any time.
The initial exchange price was 1103.32 pence per ordinary share. The exchange price is adjusted based on certain events (such as the Company paying dividends in any year above 14.18 pence per ordinary share).
From 30 June 2018, the Company has the option to redeem the 2015 bonds at par if the Company's share price has traded above 130% of the exchange price for a specified period, or at any time once 85% by nominal value of the 2015 bonds have been converted, redeemed, or purchased and cancelled. The 2015 bonds will be redeemed at par on 9 June 2020 (the maturity date) if they have not already been converted, redeemed or purchased and cancelled.
Fair value and book value of net debt
|
2016 |
|
2015 |
||||
|
Fair value |
Book value |
Difference |
|
Fair value |
Book value |
Difference |
Debentures and unsecured bonds |
1,637 |
1,613 |
24 |
|
1,925 |
1,785 |
140 |
Convertible bonds |
779 |
779 |
- |
|
493 |
493 |
- |
Bank debt and other floating rate debt |
1,384 |
1,369 |
15 |
|
1,691 |
1,671 |
20 |
Gross debt |
3,800 |
3,761 |
39 |
|
4,109 |
3,949 |
160 |
Interest rate and currency derivative liabilities |
137 |
137 |
- |
|
126 |
126 |
- |
Interest rate and currency derivative assets |
(167) |
(167) |
- |
|
(139) |
(139) |
- |
Cash and short-term deposits |
(114) |
(114) |
- |
|
(108) |
(108) |
- |
Net debt |
3,656 |
3,617 |
39 |
|
3,988 |
3,828 |
160 |
Net debt attributable to non-controlling interests |
(106) |
(104) |
(2) |
|
(192) |
(190) |
(2) |
Net debt attributable to shareholders of the Company |
3,550 |
3,513 |
37 |
|
3,796 |
3,638 |
158 |
The fair values of debt, debentures and the convertible bonds have been established by obtaining quoted market prices from brokers. The bank debt and loan notes have been valued assuming they could be renegotiated at contracted margins. The derivatives have been valued by calculating the present value of expected future cash flows, using appropriate market discount rates, by an independent treasury advisor.
Short-term debtors and creditors and other investments have been excluded from the disclosures on the basis that the fair value is equivalent
to the book value.
Group loan to value (LTV)
|
2016 |
2015 |
Group loan to value (LTV) |
25% |
28% |
|
|
|
Principal amount of gross debt |
3,552 |
3,717 |
Less debt attributable to non-controlling interests |
(109) |
(200) |
Less cash and short-term deposits (balance sheet) |
(114) |
(108) |
Plus cash attributable to non-controlling interests |
8 |
10 |
Total net debt for LTV calculation |
3,337 |
3,419 |
Group property portfolio valuation (note 7) |
10,111 |
9,509 |
Investments in joint ventures and funds (note 8) |
3,353 |
2,901 |
Other investments (note 9) |
142 |
379 |
Less property and investments attributable to non-controlling interests |
(384) |
(528) |
Total assets for LTV calculation |
13,222 |
12,261 |
Proportionally consolidated loan to value (LTV)
|
2016 |
2015 |
Proportionally consolidated loan to value (LTV) |
32% |
35% |
|
|
|
Principal amount of gross debt |
5,217 |
5,404 |
Less debt attributable to non-controlling interests |
(128) |
(200) |
Less cash and short-term deposits |
(353) |
(300) |
Plus cash attributable to non-controlling interests |
9 |
10 |
Total net debt for proportional LTV calculation |
4,745 |
4,914 |
Group property portfolio valuation (note 7) |
10,111 |
9,509 |
Share of property of joint ventures and funds (note 7) |
4,937 |
4,714 |
Other investments (note 9) |
142 |
379 |
Less other investments attributable to joint ventures and funds |
(4) |
(123) |
Less property attributable to non-controlling interests |
(400) |
(546) |
Total assets for proportional LTV calculation |
14,786 |
13,933 |
British Land Unsecured Financial Covenants
The two financial covenants applicable to the Group unsecured debt including convertible bonds are shown below:
|
2016 |
2015 |
Net Borrowings not to exceed 175% of Adjusted Capital and Reserves |
34% |
38% |
|
|
|
Principal amount of gross debt |
3,552 |
3,717 |
Less the relevant proportion of borrowings of the partly-owned subsidiary / non-controlling interests |
(109) |
(200) |
Less cash and deposits (balance sheet) |
(114) |
(108) |
Plus the relevant proportion of cash and deposits of the partly-owned subsidiary / non-controlling interests |
8 |
10 |
Net Borrowings |
3,337 |
3,419 |
Share capital and reserves (balance sheet) |
9,619 |
8,565 |
EPRA deferred tax adjustment (EPRA Table A) |
5 |
13 |
Trading property surpluses (EPRA Table A) |
93 |
96 |
Exceptional refinancing charges (see below) |
287 |
300 |
Fair value adjustments of financial instruments (EPRA Table A) |
198 |
257 |
Less reserves attributable to non-controlling interests (balance sheet) |
(277) |
(333) |
Adjusted Capital and Reserves |
9,925 |
8,898 |
In calculating Adjusted Capital and Reserves for the purpose of the unsecured debt financial covenants, there is an adjustment of £287m (2014/15: £300m) to reflect the cumulative net amortised exceptional items relating to the refinancings in the years ended 31 March 2005, 2006 and 2007.
|
2016 |
2015 |
Net Unsecured Borrowings not to exceed 70% of Unencumbered Assets |
29% |
28% |
|
|
|
Principal amount of gross debt |
3,552 |
3,717 |
Less cash and deposits not subject to a security interest (being £93m less the relevant proportion of cash and deposits of the partly owned subsidiary / non-controlling interests of £5m) |
(88) |
(77) |
Less principal amount of secured and non-recourse borrowings |
(1,563) |
(1,906) |
Net Unsecured Borrowings |
1,901 |
1,734 |
Group property portfolio valuation (note 7) |
10,111 |
9,509 |
Investments in joint ventures and funds (note 8) |
3,353 |
2,901 |
Other investments (note 9) |
142 |
379 |
Less investments in joint ventures (note 8) |
(3,348) |
(2,869) |
Less encumbered assets (note 7) |
(3,803) |
(3,844) |
Unencumbered Assets |
6,455 |
6,076 |
Reconciliation of movement in Group net debt for the year ended 31 March 2016
|
2015 |
Cash flows |
Business combinations |
Transfers3 |
Foreign exchange |
Fair value |
Arrangement |
2016 |
Short term borrowings |
102 |
(104) |
- |
74 |
2 |
- |
- |
74 |
Long term borrowings |
3,847 |
(98) |
- |
(74) |
14 |
(9) |
7 |
3,687 |
Derivatives1 |
(13) |
22 |
- |
- |
(13) |
(26) |
- |
(30) |
Total liabilities from financing activities |
3,936 |
(180) |
- |
- |
3 |
(35) |
7 |
3,731 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
(108) |
(6) |
- |
- |
- |
- |
- |
(114) |
Net debt |
3,828 |
(186) |
- |
- |
3 |
(35) |
7 |
3,617 |
Reconciliation of movement in Group net debt for the year ended 31 March 2015
|
2014 |
Cash flows |
Business combinations |
Transfers3 |
Foreign |
Fair value |
Arrangement |
2015 |
Short term borrowings |
495 |
(495) |
- |
102 |
- |
- |
- |
102 |
Long term borrowings |
2,803 |
616 |
379 |
(102) |
40 |
104 |
7 |
3,847 |
Derivatives2 |
25 |
(4) |
- |
- |
(47) |
13 |
- |
(13) |
Total liabilities from financing activities |
3,323 |
117 |
379 |
- |
(7) |
117 |
7 |
3,936 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
(142) |
34 |
- |
- |
- |
- |
- |
(108) |
Net debt |
3,181 |
151 |
379 |
- |
(7) |
117 |
7 |
3,828 |
1 Cash flows on derivatives include £7m of net receipts on derivative interest.
2 Cash flows on derivatives include £8m of net receipts on derivative interest.
3 Transfers comprises debt maturing from long term to short term borrowings.
Fair value hierarchy
The table below provides an analysis of financial instruments carried at fair value, by the valuation method. The fair value hierarchy levels are defined in note 7.
|
2016 |
|
2015 |
||||||
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
Level 1 |
Level 2 |
Level 3 |
Total |
Interest rate and currency derivative assets |
- |
(167) |
- |
(167) |
|
- |
(139) |
- |
(139) |
Other investments - held for trading |
- |
- |
(101) |
(101) |
|
- |
- |
(99) |
(99) |
Assets |
- |
(167) |
(101) |
(268) |
|
- |
(139) |
(99) |
(238) |
Interest rate and currency derivative liabilities |
- |
137 |
- |
137 |
|
- |
126 |
- |
126 |
Convertible bonds |
779 |
- |
- |
779 |
|
493 |
- |
- |
493 |
Liabilities |
779 |
137 |
- |
916 |
|
493 |
126 |
- |
619 |
Total |
779 |
(30) |
(101) |
648 |
|
493 |
(13) |
(99) |
381 |
Categories of financial instruments
|
2016 |
2015 |
Financial assets |
|
|
Fair value through income statement |
|
|
Other investments - held for trading |
101 |
99 |
|
|
|
Derivatives in designated hedge accounting relationships |
164 |
139 |
Derivatives not in designated hedge accounting relationships |
3 |
- |
|
|
|
Amortised cost |
|
|
Trade and other debtors |
24 |
16 |
Cash and short term deposits |
114 |
108 |
Other investments - loans and receivables |
41 |
280 |
|
447 |
642 |
Financial liabilities |
|
|
Fair value through income statement |
|
|
Convertible bonds |
(779) |
(493) |
|
|
|
Derivatives in designated hedge accounting relationships |
(137) |
(126) |
|
|
|
Amortised cost |
|
|
Gross debt |
(2,982) |
(3,456) |
Head leases payable |
(46) |
(41) |
|
|
|
Creditors |
(133) |
(178) |
|
(4,077) |
(4,294) |
Total |
(3,630) |
(3,652) |
Gains and losses on financial instruments, as classed above, are disclosed in note 5 (net financing costs), note 10 (debtors), note 4 (valuation movements on property), the consolidated income statement and the consolidated statement of comprehensive income. The Directors consider that the carrying amounts of other investments and head leases payable are approximate to their fair value, and that the carrying amounts are recoverable.
Maturity of committed undrawn borrowing facilities
|
2016 |
2015 |
Maturity date: over five years |
- |
- |
between four and five years |
1,113 |
930 |
between three and four years |
95 |
- |
Total facilities available for more than three years |
1,208 |
930 |
|
|
|
Between two and three years |
85 |
61 |
Between one and two years |
- |
235 |
Within one year |
60 |
10 |
Total |
1,353 |
1,236 |
The above facilities are comprised of British Land undrawn facilities of £1,150m, plus undrawn facilities of Hercules Unit Trust totalling £203m.
15 Dividend
The fourth quarter interim dividend of 7.09 pence per share, totalling £73m (2014/15: 6.92 pence per share, totalling £71m) was approved by the Board
on 16 May 2016 and is payable on 5 August 2016 to shareholders on the register at the close of business on 1 July 2016.
The Board will announce the availability of the Scrip Dividend Alternative, if available, via the Regulatory News Service and on its website (www.britishland.com/dividends), no later than four business days before the ex-dividend date of 30 June 2016. The Board expects to announce the split between Property Income Distributions (PID) and non-PID income at that time. Any Scrip Dividend Alternative will not be enhanced. PID dividends are paid, as required by REIT legislation, after deduction of withholding tax at the basic rate (currently 20%), where appropriate. Certain classes of shareholders may be able to elect to receive dividends gross. Please refer to our website www.britishland.com/dividends for details.
Payment date |
Dividend |
Pence per share |
2016 |
2015 |
Current year dividends |
|
|
|
|
05.08.2016 |
2016 4th interim |
7.09 |
|
|
06.05.2016 |
2016 3rd interim |
7.09 |
|
|
12.02.2016 |
2016 2nd interim |
7.09 |
73 |
|
06.11.2015 |
2016 1st interim |
7.09 |
72 |
|
|
|
28.36 |
|
|
Prior year dividends |
|
|
|
|
07.08.2015 |
2015 4th interim |
6.921 |
71 |
|
06.05.2015 |
2015 3rd interim |
6.92 |
71 |
|
13.02.2015 |
2015 2nd interim |
6.92 |
|
71 |
07.11.2014 |
2015 1st interim |
6.92 |
|
70 |
|
|
27.68 |
|
|
|
|
|
|
|
08.08.2014 |
2014 4th interim |
6.751 |
|
68 |
|
|
|
|
|
Dividends in consolidated statement |
|
287 |
277 |
|
Dividends settled in shares |
|
(52) |
(49) |
|
Dividends settled in cash |
|
235 |
228 |
|
Timing difference relating to payment |
|
- |
- |
|
Dividends in cash flow statement |
|
235 |
228 |
1 Scrip alternative treated as non-PID for this dividend.
16 Share capital and reserves
|
2016 |
2015 |
Number of ordinary shares in issue at 1 April |
1,031,788,286 |
1,019,766,481 |
Share issues |
8,774,037 |
12,021,805 |
At 31 March |
1,040,562,323 |
1,031,788,286 |
Of the issued 25p ordinary shares, 627 shares were held in the ESOP trust (2014/15: 98,453), 11,266,245 shares were held as treasury shares (2014/15: 11,266,245) and 1,029,295,451 shares were in free issue (2014/15: 1,020,423,588). No treasury shares were acquired by the ESOP trust during the year. All issued shares are fully paid.
Hedging and translation reserve
The hedging and translation reserve comprises the effective portion of the cumulative net change in the fair value of cash flow and foreign currency hedging instruments, as well as all foreign exchange differences arising from the translation of the financial statements of foreign operations.
The foreign exchange differences also include the translation of the liabilities that hedge the Company's net investment in a foreign subsidiary.
Revaluation reserve
The revaluation reserve relates to owner-occupied properties and investments in joint ventures and funds.
Merger reserve
This comprises the premium on the share placing in March 2013. No share premium is recorded in the Company's financial statements, through
the operation of the merger relief provisions of the Companies Act 2006.
17 Segment information
The Group allocates resources to investment and asset management according to the sectors it expects to perform over the medium term. Its three principal sectors are Offices, Retail and Canada Water. The Office sector includes residential, as this is often incorporated into Office schemes, and Retail includes leisure, for a similar rationale. Canada Water was added as a principal sector in the year, reflecting the key role the campus has in the strategy of the Group. Consequently the prior year comparatives in this note have been restated to reflect this additional principal sector.
The relevant gross rental income, net rental income, operating result and property assets, being the measures of segment revenue, segment result and segment assets used by the management of the business, are set out below. Management reviews the performance of the business principally on a proportionally consolidated basis, which includes the Group's share of joint ventures and funds on a line-by-line basis and excludes non-controlling interests in the Group's subsidiaries. The chief operating decision maker for the purpose of segment information is the Executive Committee.
Gross rental income is derived from the rental of buildings. Operating result is the net of net rental income, fee income and administrative expenses. No customer exceeded 10% of the Group's revenues in either year.
Segment result
|
Offices and residential |
|
Retail and leisure |
|
Canada Water |
|
Other/unallocated |
|
Total |
|||||
|
2016 £m |
2015 £m |
|
2016 £m |
2015 £m |
|
2016 £m |
2015 £m |
|
2016 £m |
2015 £m |
|
2016 £m |
2015 £m |
Gross rental income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
British Land Group |
133 |
121 |
|
291 |
248 |
|
8 |
6 |
|
- |
- |
|
432 |
375 |
Share of joint ventures and funds |
114 |
89 |
|
104 |
146 |
|
- |
- |
|
4 |
8 |
|
222 |
243 |
Total |
247 |
210 |
|
395 |
394 |
|
8 |
6 |
|
4 |
8 |
|
654 |
618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net rental income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
British Land Group |
124 |
112 |
|
277 |
233 |
|
7 |
6 |
|
- |
- |
|
408 |
351 |
Share of joint ventures and funds |
110 |
85 |
|
99 |
141 |
|
- |
- |
|
3 |
8 |
|
212 |
234 |
Total |
234 |
197 |
|
376 |
374 |
|
7 |
6 |
|
3 |
8 |
|
620 |
585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating result |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
British Land Group |
112 |
101 |
|
260 |
218 |
|
7 |
6 |
|
(46) |
(41) |
|
333 |
284 |
Share of joint ventures and funds |
109 |
82 |
|
102 |
138 |
|
- |
- |
|
(1) |
10 |
|
210 |
230 |
Total |
221 |
183 |
|
362 |
356 |
|
7 |
6 |
|
(47) |
(31) |
|
543 |
514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Reconciliation to Underlying Profit |
|
|
|
|
|
|
|
|
|
|
2016 £m |
2015 £m |
||
Operating result |
|
|
|
|
|
|
|
|
|
|
|
|
543 |
514 |
Net financing costs |
|
|
|
|
|
|
|
|
|
|
|
|
(180) |
(201) |
Underlying Profit |
|
|
|
|
|
|
|
|
|
|
|
|
363 |
313 |
Reconciliation to profit on ordinary activities before taxation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying Profit |
|
|
|
|
|
|
|
|
|
|
|
|
363 |
313 |
Capital and other |
|
|
|
|
|
|
|
|
|
|
|
|
954 |
1,460 |
Underlying Profit attributable |
|
|
|
|
|
|
|
|
|
|
|
|
14 |
16 |
Total profit on ordinary activities before taxation |
|
|
|
|
|
|
|
|
|
|
|
1,331 |
1,789 |
Of the total revenues above, £4m (2014/15: £8m) was derived from outside the UK.
Segment assets
|
Offices and residential |
|
Retail and leisure |
|
Canada Water |
|
Other/unallocated |
|
Total |
|||||
|
2016 £m |
2015 £m |
|
2016 £m |
2015 £m |
|
2016 £m |
2015 £m |
|
2016 £m |
2015 £m |
|
2016 £m |
2015 £m |
Property assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
British Land Group |
4,181 |
3,520 |
|
5,323 |
5,275 |
|
283 |
273 |
|
- |
- |
|
9,787 |
9,068 |
Share of joint ventures and funds |
2,843 |
2,530 |
|
2,018 |
2,039 |
|
- |
- |
|
- |
40 |
|
4,861 |
4,609 |
Total |
7,024 |
6,050 |
|
7,341 |
7,314 |
|
283 |
273 |
|
- |
40 |
|
14,648 |
13,677 |
Reconciliation to net assets |
|
|
|
|
|
|
|
|
|
|
|
|
||
British Land Group |
|
|
|
|
|
|
|
|
|
|
|
|
2016 £m |
2015 £m |
Property assets |
|
|
|
|
|
|
|
|
|
|
|
|
14,648 |
13,677 |
Other non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
138 |
256 |
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
14,786 |
13,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other net current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
(257) |
(307) |
Adjusted net debt |
|
|
|
|
|
|
|
|
|
|
|
|
(4,765) |
(4,918) |
Other non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
(90) |
(73) |
EPRA net assets (undiluted) |
|
|
|
|
|
|
|
|
|
|
|
9,674 |
8,635 |
|
Convertible dilution |
|
|
|
|
|
|
|
|
|
|
|
400 |
400 |
|
EPRA net assets (diluted) |
|
|
|
|
|
|
|
|
|
|
|
10,074 |
9,035 |
|
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
277 |
333 |
|
EPRA adjustments |
|
|
|
|
|
|
|
|
|
|
|
(732) |
(803) |
|
Net assets |
|
|
|
|
|
|
|
|
|
|
|
9,619 |
8,565 |
SUPPLEMENTARY DISCLOSURES
Table A: Summary income statement and balance sheet
Summary income statement based on proportional consolidation for the year ended 31 March 2016
The following pro forma information is unaudited and does not form part of the consolidated primary statements or the notes thereto. It presents the results of the Group, with its share of the results of joint ventures and funds included on a line-by-line basis and excluding non-controlling interests.
|
Year ended 31 March 2016 |
|
Year ended 31 March 2015 |
||||||
|
Group £m |
Joint ventures and funds £m |
Less non-controlling interests £m |
Proportionally consolidated £m |
|
Group £m |
Joint ventures and funds £m |
Less non-controlling interests £m |
Proportionally consolidated £m |
Gross rental income |
451 |
231 |
(28) |
654 |
|
399 |
250 |
(31) |
618 |
Property operating expenses |
(26) |
(9) |
1 |
(34) |
|
(24) |
(10) |
1 |
(33) |
Net rental income |
425 |
222 |
(27) |
620 |
|
375 |
240 |
(30) |
585 |
|
|
|
|
|
|
|
|
|
|
Administrative expenses |
(93) |
(5) |
4 |
(94) |
|
(85) |
(4) |
1 |
(88) |
Net fees and other income |
16 |
- |
1 |
17 |
|
15 |
- |
2 |
17 |
Ungeared Income Return |
348 |
217 |
(22) |
543 |
|
305 |
236 |
(27) |
514 |
|
|
|
|
|
|
|
|
|
|
Net financing costs |
(106) |
(82) |
8 |
(180) |
|
(105) |
(107) |
11 |
(201) |
Underlying Profit |
242 |
135 |
(14) |
363 |
|
200 |
129 |
(16) |
313 |
Underlying taxation |
2 |
- |
- |
2 |
|
- |
- |
- |
- |
Underlying Profit after taxation |
244 |
135 |
(14) |
365 |
|
200 |
129 |
(16) |
313 |
Valuation movement |
|
|
|
861 |
|
|
|
|
1,473 |
Other capital and taxation (net)1 |
|
|
|
48 |
|
|
|
|
50 |
Capital and other |
|
|
|
909 |
|
|
|
|
1,523 |
Total return |
|
|
|
1,274 |
|
|
|
|
1,836 |
1 Includes other comprehensive income, movement in dilution of share options and the movement in items excluded for EPRA NAV.
Table A (continued)
Summary balance sheet based on proportional consolidation as at 31 March 2016
The following pro forma information is unaudited and does not form part of the consolidated primary statements or the notes thereto. It presents
the composition of the EPRA net assets of the Group, with its share of the net assets of the joint venture and fund assets and liabilities included
on a line-by-line basis, and excluding non-controlling interests, and assuming full dilution.
|
Group £m |
Share of joint ventures £m |
Less non-controlling interests £m |
Share £m |
Deferred £m |
Mark-to-market on effective cash flow hedges and related debt adjustments £m |
Head £m |
Convertible bond adjustment £m |
Valuation surplus on trading properties £m |
EPRA Net assets 31 March 2016 £m |
EPRA Net assets 31 March 2015 £m |
Retail properties |
5,662 |
2,109 |
(400) |
- |
- |
- |
(30) |
- |
- |
7,341 |
7,314 |
Office properties |
4,118 |
2,835 |
- |
- |
- |
- |
(16) |
- |
87 |
7,024 |
6,050 |
Canada Water properties |
283 |
- |
- |
- |
- |
- |
(6) |
- |
6 |
283 |
273 |
Other properties |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
40 |
Total properties |
10,063 |
4,944 |
(400) |
- |
- |
- |
(52) |
- |
93 |
14,648 |
13,677 |
Investments in joint ventures and funds |
3,353 |
(3,353) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Other investments |
142 |
(4) |
- |
- |
- |
- |
- |
- |
- |
138 |
256 |
Other net (liabilities) assets |
(322) |
(121) |
3 |
36 |
5 |
- |
52 |
- |
- |
(347) |
(380) |
Net debt |
(3.617) |
(1,466) |
120 |
- |
- |
198 |
- |
- |
- |
(4,765) |
(4,918) |
Dilution due to convertible bond |
- |
- |
- |
- |
- |
- |
- |
400 |
- |
400 |
400 |
Net assets |
9,619 |
- |
(277) |
36 |
5 |
198 |
- |
400 |
93 |
10,074 |
9,035 |
EPRA NAV per share (note 2) |
|
|
|
|
|
|
|
|
|
919p |
829p |
EPRA Net Assets Movement
|
Year ended |
|
Year ended |
||
|
£m |
Pence per share |
|
£m |
Pence per share |
Opening EPRA NAV |
9,035 |
829 |
|
7,027 |
688 |
Income return |
365 |
34 |
|
313 |
31 |
Capital return |
909 |
77 |
|
1,523 |
145 |
Dividend paid |
(235) |
(21) |
|
(228) |
(27) |
Dilution due to 2012 convertible bond |
- |
- |
|
400 |
(8) |
Closing EPRA NAV |
10,074 |
919 |
|
9,035 |
829 |
Table B: EPRA Performance measures
EPRA Performance measures summary table
|
2016 |
|
2015 |
|||
|
£m |
Pence per share |
|
£m |
Pence per share |
|
EPRA Earnings |
- basic |
365 |
35.6 |
|
313 |
30.8 |
|
- diluted |
371 |
34.1 |
|
319 |
29.5 |
EPRA Net Initial Yield |
|
4.1% |
|
|
4.3% |
|
EPRA 'topped-up' Net Initial Yield |
|
4.5% |
|
|
4.8% |
|
EPRA Vacancy Rate |
|
2.0% |
|
|
2.9% |
|
2016 |
|
2015 |
|||
|
Net assets |
Net asset |
|
Net assets |
Net asset |
|
EPRA NAV |
|
10,074 |
919 |
|
9,035 |
829 |
EPRA NNNAV |
|
9,640 |
880 |
|
8,359 |
767 |
Calculation and reconciliation of EPRA/IFRS earnings and EPRA/IFRS earnings per share
|
2016 £m |
2015 £m |
Profit attributable to the shareholders of the Company |
1,345 |
1,710 |
Exclude: |
|
|
Group - current taxation |
(2) |
1 |
Group - deferred taxation |
(31) |
23 |
Joint ventures and funds - current taxation |
1 |
2 |
Joint ventures and funds - deferred taxation |
- |
(4) |
Group - valuation movement |
(616) |
(884) |
Group - profit on disposal of investment properties and investments |
(35) |
(20) |
Group - profit on disposal of trading properties |
(10) |
(6) |
Joint ventures and funds - net valuation movement (including result on disposals) |
(263) |
(595) |
Changes in fair value of financial instruments and associated close-out costs |
(31) |
47 |
Non-controlling interests in respect of the above |
5 |
39 |
Underlying Profit |
363 |
313 |
Group - underlying current taxation |
2 |
- |
EPRA earnings - basic |
365 |
313 |
Dilutive effect of 2012 convertible bond |
6 |
6 |
EPRA earnings - diluted |
371 |
319 |
|
|
|
Profit attributable to the shareholders of the Company |
1,345 |
1,710 |
Dilutive effect of 2012 convertible bond |
6 |
- |
IFRS earnings - diluted |
1,351 |
1,710 |
|
2016 Number million |
2015 Number million |
Weighted average number of shares |
1,036 |
1,027 |
Adjustment for Treasury shares |
(11) |
(11) |
IFRS/EPRA Weighted average number of shares (basic) |
1,025 |
1,016 |
Dilutive effect of share options |
2 |
2 |
Dilutive effect of ESOP shares |
4 |
4 |
Dilutive effect of 2012 convertible bond |
58 |
- |
IFRS Weighted average number of shares (diluted) |
1,089 |
1,022 |
Dilutive effect of 2012 convertible bond |
- |
58 |
EPRA Weighted average number of shares (diluted) |
1,089 |
1,080 |
Net assets per share
|
2016 |
|
2015 |
||
|
£m |
Pence |
|
£m |
Pence |
Balance sheet net assets |
9,619 |
|
|
8,565 |
|
Deferred tax arising on revaluation movements |
5 |
|
|
13 |
|
Mark-to-market on effective cash flow hedges and related debt adjustments |
198 |
|
|
257 |
|
Dilution effect of share options |
36 |
|
|
37 |
|
Surplus on trading properties |
93 |
|
|
96 |
|
Convertible bond adjustment |
400 |
|
|
400 |
|
Less non-controlling interests |
(277) |
|
|
(333) |
|
EPRA NAV |
10,074 |
919 |
|
9,035 |
829 |
Deferred tax arising on revaluation movements |
(24) |
|
|
(13) |
|
Mark-to-market on effective cash flow hedges and related debt adjustments |
(153) |
|
|
(257) |
|
Mark-to-market on debt |
(257) |
|
|
(406) |
|
EPRA NNNAV |
9,640 |
880 |
|
8,359 |
767 |
EPRA NNNAV is the EPRA NAV adjusted to reflect the fair value of the debt and derivatives and to include the deferred taxation on revaluations and derivatives.
|
2016 Number million |
2015 Number million |
Number of shares at year end |
1,040 |
1,031 |
Adjustment for treasury shares |
(11) |
(11) |
IFRS / EPRA number of shares (basic) |
1,029 |
1,020 |
Dilutive effect of share options |
2 |
4 |
Dilutive effect of ESOP shares |
7 |
8 |
Dilutive effect of 2012 convertible bond |
58 |
- |
IFRS number of shares (diluted) |
1,096 |
1,032 |
Dilutive effect of 2012 convertible bond |
- |
58 |
EPRA number of shares (diluted) |
1,096 |
1,090 |
EPRA Net Initial Yield and 'topped-up' Net Initial Yield
|
2016 |
2015 |
Investment property - wholly-owned |
9,787 |
9,068 |
Investment property - share of joint ventures and funds |
4,861 |
4,569 |
Less developments, residential and land |
(894) |
(1,148) |
Completed property portfolio |
13,754 |
12,489 |
Allowance for estimated purchasers' costs |
985 |
784 |
Gross up completed property portfolio valuation |
14,739 |
13,273 |
Annualised cash passing rental income |
607 |
575 |
Property outgoings |
(8) |
(8) |
Annualised net rents |
599 |
567 |
Rent expiration of rent-free periods and fixed uplifts1 |
63 |
64 |
'Topped-up' net annualised rent |
662 |
631 |
EPRA Net Initial Yield |
4.1% |
4.3% |
EPRA 'topped-up' Net Initial Yield |
4.5% |
4.8% |
Including fixed/minimum uplifts received in lieu of rental growth |
24 |
26 |
Total 'topped-up' net rents |
686 |
657 |
Overall 'topped-up' Net Initial Yield |
4.7% |
4.9% |
'Topped-up' net annualised rent |
662 |
631 |
ERV vacant space |
14 |
20 |
Reversions |
42 |
18 |
Total ERV |
718 |
669 |
Net Reversionary Yield |
4.9% |
5.0% |
1 The weighted average period over which rent-free periods expire is 1 year (2014/15: 1 year).
The above is stated for the UK portfolio only.
EPRA Net Initial Yield (NIY) basis of calculation
EPRA NIY is calculated as the annualised net rent (on a cash flow basis), divided by the gross value of the completed property portfolio. The valuation of our completed property portfolio is determined by our external valuers as at 31 March 2016, plus an allowance for estimated purchaser's costs. Estimated purchaser's costs are determined by the relevant stamp duty liability, plus an estimate by our valuers of agent and legal fees on notional acquisition. The net rent deduction allowed for property outgoings is based on our valuers' assumptions on future recurring non-recoverable revenue expenditure.
In calculating the EPRA 'topped-up' NIY, the annualised net rent is increased by the total contracted rent from expiry of rent-free periods and future contracted rental uplifts where defined as not in lieu of growth. Overall 'topped-up' NIY is calculated by adding any other contracted future uplift to the 'topped-up' net annualised rent.
The net reversionary yield is calculated by dividing the total estimated rental value (ERV) for the completed property portfolio, as determined by our external valuers, by the gross completed property portfolio valuation.
The EPRA vacancy rate is calculated as the ERV of the unrented, lettable space as a proportion of the total rental value of the completed property portfolio.
EPRA Vacancy Rate
|
2016 £m |
2015 £m |
Annualised potential rental value of vacant premises |
14 |
20 |
Annualised potential rental value for the completed property portfolio |
728 |
692 |
EPRA Vacancy Rate |
2.0% |
2.9% |
The above is stated for the UK portfolio only. |
|
|
EPRA Cost Ratios
|
2016 £m |
2015 £m |
|
Property operating expenses |
25 |
23 |
|
Administrative expenses |
90 |
84 |
|
Share of joint ventures and funds expenses |
13 |
14 |
|
Less: |
Performance & management fees (from joint ventures & funds) |
(9) |
(9) |
|
Net other fees and commissions |
(8) |
(8) |
|
Ground rent costs |
(3) |
(3) |
EPRA Costs (including direct vacancy costs) (A) |
108 |
101 |
|
Direct vacancy costs |
(11) |
(11) |
|
EPRA Costs (excluding direct vacancy costs) (B) |
97 |
90 |
|
Gross Rental Income less ground rent costs |
429 |
374 |
|
Share of joint ventures and funds (GRI less ground rent costs) |
222 |
241 |
|
Total Gross Rental Income less ground rent costs (C) |
651 |
615 |
|
|
|
|
|
EPRA Cost Ratio (including direct vacancy costs) (A/C) |
16.6% |
16.4% |
|
EPRA Cost Ratio (excluding direct vacancy costs) (B/C) |
14.9% |
14.6% |
|
|
|
|
|
Overhead and operating expenses capitalised (including share of joint ventures and funds) |
4 |
- |
In the current year, employee costs in relation to staff time on development projects have been capitalised into the base cost of relevant development assets.
Table C: Gross rental income
|
2016 £m |
2015 £m |
Rent receivable |
615 |
581 |
Spreading of tenant incentives and guaranteed rent increases |
36 |
33 |
Surrender premia |
3 |
4 |
Gross rental income |
654 |
618 |
The current and prior period information is presented on a proportionally consolidated basis, excluding non-controlling interests.
Table D: Property related capital expenditure
|
2016 |
|
2015 |
||||
|
Group |
Joint |
Total |
|
Group |
Joint |
Total |
Acquisitions |
238 |
- |
238 |
|
147 |
- |
147 |
Development |
104 |
58 |
162 |
|
64 |
83 |
147 |
Like-for-like portfolio |
99 |
6 |
105 |
|
67 |
23 |
90 |
Other |
25 |
15 |
40 |
|
25 |
8 |
33 |
Total property related capex |
466 |
79 |
545 |
|
303 |
114 |
417 |
The above is presented on a proportionally consolidated basis, excluding non-controlling interests and business combinations. The 'Other' category contains amounts owing to tenant incentives of £27m (2014/15: £18m), capitalised staff costs of £4m (2014/15: £nil) and capitalised interest of £9m (2014/15: £15m).