Final Results - Part 2

RNS Number : 0967M
British Land Co PLC
18 May 2010
 



Consolidated Income Statement for the year ended 31 March 2010



















2010



2009












Underlying

Capital


Underlying

Capital




pre tax*

and other

Total

pre tax*

and other

Total


Note

£m

£m

£m

£m

£m

£m

























Gross rental and related income

3

394


394

554


554









Net rental and related income

3

337


337

453


453









Fees and other income

4

13


13

18


18









Amortisation of intangible assets



(15)

(15)


(14)

(14)









Joint ventures and funds (see also below)


81

398

479

55

(822)

(767)









Administrative expenses


(55)


(55)

(51)


(51)









Net valuation movement (includes profits & losses on disposals)

5


496

496


(3,241)

(3,241)









Net financing costs
















- financing income


30


30

52


52

- financing charges


(157)


(157)

(259)

(119)

(378)











(127)


(127)

(207)

(119)

(326)

















Profit (loss) on ordinary activities before taxation


249

879

1,128

268

(4,196)

(3,928)









Taxation
















- current tax income (expense)

7


24

24


(2)

(2)

- deferred tax (expense) income

7


(12)

(12)


49

49












12

12


47

47









Profit (loss) for the year after taxation attributable to shareholders of the Company




1,140



(3,881)

















Earnings (loss) per share:   basic

2



133p



(616)p

diluted

2



133p



(614)p









































Share of results of joint ventures and funds








Underlying profit before taxation


81


81

55


55

Net valuation movement (includes profits & losses on disposals)



412

412


(833)

(833)

Non-recurring items



(9)

(9)




Current tax (expense) income



(5)

(5)


2

2

Deferred tax income






9

9


9

81

398

479

55

(822)

(767)

















*As defined in note 2
















 

 

 

Consolidated Balance Sheet




 as at 31 March 2010



















2010


2009



Note

£m


£m


Assets






Non-current assets





Investment properties

8

4,126


5,436


Development properties

8



358


Owner-occupied property

8

33


30




4,159


5,824








Other non-current assets




Investments in joint ventures and funds

9

1,594


952


Other investments

10

261


38


Intangible assets

10

10


25




6,024


6,839








Current assets






Debtors

11

105


123


Liquid investments

14

195




Cash and short-term deposits

14

74


616




374


739








Total assets


6,398


7,578








Liabilities






Current liabilities





Short-term borrowings and overdrafts

14

(139)


(49)


Creditors

12

(332)


(524)




(471)


(573)








Non-current liabilities





Debentures and loans

14

(1,642)


(3,716)


Other non-current liabilities

13

(30)


(45)


Deferred tax liabilities

7

(47)


(35)




(1,719)


(3,796)








Total liabilities


(2,190)


(4,369)








Net assets


4,208


3,209








Equity






Share capital


220


217


Share premium


1,241


1,244


Other reserves


(90)


(139)


Retained earnings

2,837


1,887








Total equity attributable to shareholders




   of the Company

4,208


3,209














EPRA NAV per share*

2

504

p

398

p



















* As defined in note 2











 

Consolidated Statement of Comprehensive Income

for the year ended 31 March 2010
















2010

2009


Note

£m

£m









Profit (loss) for the year after taxation

1,140

(3,881)





Other comprehensive income:


Valuation movements



- on development properties

5


(44)

- on owner-occupied property

5


(3)

- on other investments

5


(88)








(135)

Losses on cash flow hedges


- Group


(6)

(182)

- Joint ventures and funds

(10)

(46)





Transferred to the income statement (cash flow hedges)

- foreign currency derivatives

6

(30)

- interest rate derivatives

23

109







29

79





Exchange differences on translation of foreign operations

(1)

5





Net actuarial loss on pension scheme

(2)

(2)





Tax on items taken directly to equity


24





Other comprehensive income for the period

10

(257)













Total comprehensive income for the period

1,150

(4,138)





















 

Consolidated Statement of Cash Flows


 for the year ended 31 March 2010










2010

2009


Note

£m

£m









Rental income received from tenants

317

455

Fees and other income received

15

30

Operating expenses paid to suppliers and employees

(84)

(79)

Cash generated from operations

248

406









Interest paid

(179)

(270)

Interest received

9

20

UK corporation tax (paid) received

(3)

16

Distributions and other receivables from joint ventures and funds

61

33

Net cash inflow from operating activities

136

205









Cash flows from investing activities


Purchase of investment properties

(75)

(107)

Development and other capital expenditure

(173)

(436)

Sale of investment properties

279

904

REIT conversion charge recovered (paid)

6

(6)

Purchase of investments

(43)


Sale of investments

13


Indirect taxes in respect of investing activities

(4)

3

Establishment of Meadowhall Joint Venture


115

Establishment of Broadgate Joint Venture

31


Investment in Shopping Centres Joint Venture with Tesco

(26)


Investment in and loans to joint ventures and funds

(56)

(57)

Capital distributions received from joint ventures and funds

7

2

Net cash (outflow) inflow from investing activities

(41)

418









Cash flows from financing activities


Issue of ordinary shares


743

Dividends paid

(154)

(188)

Repayment of debt acquired with subsidiary undertaking


(11)

Movement in other financial liabilities

(20)

(76)

Establishment of Broadgate Joint Venture - cash collateral

(266)


Increase in liquid investments

(200)


Increase (decrease) in bank and other borrowings

1

(714)

Net cash outflow from financing activities

(639)

(246)









Net (decrease) increase in cash and cash equivalents

(544)

377

Cash and cash equivalents at 1 April

616

239

Cash and cash equivalents at 31 March

72

616









Cash and cash equivalents consists of:


Cash and short-term deposits

14

74

616

Overdrafts

(2)




72

616





 

Consolidated Statement of Changes in Equity for the year ended 31 March 2010















Hedging and





Share

Share

Merger

translation

Revaluation

Retained



capital *

premium

reserve *

reserve *

reserve *

earnings

Total


£m

£m

£m

£m

£m

£m

£m

Balance at 1 April 2009

217

1,244


(98)

(41)

1,887

3,209

Profit for the period after taxation






1,140

1,140

Reallocation of hedging reserve on disposal




37


(37)


Joint venture and fund revaluations





(10)


(10)

Losses on cash flow hedges




(6)



(6)

Reclassification of losses (gains) on cash flow hedges to loss for the period after taxation








- foreign currency derivatives




6



6

- interest rate derivatives




23



23

Foreign exchange movements





(1)


(1)

Net actuarial loss on pension schemes






(2)

(2)

Other comprehensive income




60

(11)

(39)

10

Total comprehensive income for the year




60

(11)

1,101

1,150

Share issues

3

(3)






Adjustment for share and share option awards






1

1

Dividends payable in year (27.3p per share)






(215)

(215)

Adjustment for scrip dividend element






63

63

Balance at 31 March 2010

220

1,241


(38)

(52)

2,837

4,208

















Balance at 1 April 2008

131

1,269


3

332

5,055

6,790

Loss for the period after taxation






(3,881)

(3,881)

Development property revaluations





(44)


(44)

Transfer on practical completion of developments





(219)

219


Revaluation of owner occupied property





(3)


(3)

Revaluation of investments





(88)


(88)

Joint venture and fund revaluations





(46)


(46)

Losses on cash flow hedges




(182)



(182)

Reclassification of losses (gains) on cash flow hedges to loss for the period after taxation








- foreign currency derivatives




(30)



(30)

- interest rate derivatives




109



109

Foreign exchange movements




2

3


5

Net actuarial loss on pension schemes






(2)

(2)

Deferred tax taken to equity





24


24

Other comprehensive income




(101)

(373)

217

(257)

Total comprehensive income for the year




(101)

(373)

(3,664)

(4,138)

Share issues

86

(25)

682




743

Transfer



(682)



682


Adjustment for share and share option awards






(1)

(1)

Dividends payable in year (30p per share)






(185)

(185)

Balance at 31 March 2009

217

1,244


(98)

(41)

1,887

3,209

* refer to note 17








 

Notes to the accounts for the year ended 31 March 2010


1.     Basis of preparation


The financial information set out above does not constitute the company's statutory accounts for the years ended  31 March 2010 or 2009, but is derived from those accounts.  Statutory accounts for 2009 have been delivered to the Registrar of Companies and those for 2010 will be delivered following the company's annual general meeting.  The auditors have reported on those accounts; their reports were 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 2010 have been prepared on the historical cost basis, except for the revaluation of properties, investments 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 Group expects to publish full financial statements that comply with IFRSs in June 2010.


The accounting policies used are consistent with those contained in the Group's last annual report and accounts for the year ended 31 March 2009, with the exception of the adoption of the amendments to IAS 1 (revised) which now requires the presentation of a statement of changes in equity as a primary statement; prospective adoption of revisions to IAS 16 Property, Plant & Equipment and IAS 40 Investment Property, which have had the effect to bring property under construction or development for future use as an investment property within the scope of IAS 40; and the amendments to IFRS 7 Financial Instruments. None of these adoptions have affected profits before tax, net assets or underlying profits before tax and comparative results have not needed to be restated.


The financial statements have been prepared on the going concern basis as stated in the directors' responsibility statement.


 

2.     Performance measures













2010

2009

Earnings (loss) per share (diluted)

Earnings

Pence
per share

Earnings

Pence
per share


£m

£m






Underlying pre tax profit - income statement

249


268


Tax charge relating to underlying profit

(5)


(9)







Underlying earnings per share

244

28.4p

259

41.0p






Realisation of cash flow hedges/non-recurring items*

(9)


(119)







EPRA earnings per share

235

27.3p

140

22.2p






Profit (loss) for the period after taxation

1,140

133p

(3,881)

(614)p

* In the year ended 31 March 2010 debt break costs of £9m were incurred in HUT - see note 9 (2009: Realisation of cash flow hedges £119m - see note 6).






The European Public Real Estate Association (EPRA) issued Best Practices Recommendations in July 2009, which gives guidelines for performance measures.  The EPRA earnings measure excludes investment property revaluations and gains or losses on disposals, intangible asset movements and their related taxation.






Underlying earnings consists of the EPRA earnings measure, with additional company adjustments.  Adjustments include realisation of cash flow hedges and non-recurring items.






The weighted average number of shares in issue for the year was: basic: 857m (2009: 630m); diluted for the effect of share options: 860m (2009: 632m).  Basic undiluted earnings per share for the year was 133p (2009: 616p loss). Earnings per share shown in the table above are diluted.



















31 March

31 March

Net asset value (NAV)


2010

2009




£m

£m






Balance sheet net assets


4,208

3,209






Deferred tax arising on revaluation movements

43

25

Mark to market on effective cash flow hedges and related debt adjustments


126

153

Dilution effect of share options


30







EPRA NAV



4,407

3,387






EPRA NAV per share


504p

398p











The EPRA NAV per share excludes the mark to market on effective cash flow hedges and related debt adjustments, deferred taxation on revaluations and is calculated on a fully diluted basis.






At 31 March 2010, the number of shares in issue was: basic: 866m (2009: 850m); diluted for the effect of share options: 875m (2009: 851m).






Total return per share for the year ended 31 March 2010 of 33.5% includes dividends paid of 27.3p (see note 15) in addition to the increase in EPRA NAV of 106p. Total return per share for the year ended 31 March 2009 was minus 61.6%.

 

3.     Gross and net rental income




2010

2009



£m

£m





Rent receivable


319

462

Spreading of tenant incentives and guaranteed rent increases

23

34

Surrender premiums


1




Gross rental income

342

497





Service charge income

52

57




Gross rental and related income

394

554





Service charge expenses

(52)

(57)

Property operating expenses

(5)

(44)





Net rental and related income

337

453





The cash element of net rental income recognised during the year ended 31 March 2010 from properties which were not subject to a security interest was £81m (2009: £103m).  Property operating expenses relating to investment properties that did not generate any rental income were £1m (2009: £1m).









4.     Fees and other income




2010

2009



£m

£m





Performance fees (from funds)


3

Management fees (from joint ventures and funds)

7

11

Other fees and commission

6

4







13

18





There were no performance fees receivable from HUT or HIF for the years ended 31 December 2009 or 31 December 2008. Some 50% of undistributed performance fees are payable each year provided there is no clawback. In relation to HUT, all unpaid deferred fees relating to calendar years 2005 and 2006 have been clawed back in the current year. The basis on which HUT performance fees are calculated has been amended with effect from 1 January 2010 to a rolling three year period with no clawbacks.









5.     Net revaluation movements on property and investments



2010

2009



£m

£m

Consolidated income statement


Revaluation of properties

530

(2,994)

Result on property disposals

(18)

(177)

Revaluation of investments

(12)

(69)

Other revaluations and losses

(4)

(1)







496

(3,241)

Share of profits (losses) of joint ventures and funds

412

(833)






908

(4,074)

Consolidated statement of comprehensive income

Revaluation of development properties


(44)

Revaluation of owner-occupied property


(3)

Revaluation of investments


(88)







908

(4,209)

 

6.     Net financing costs



2010

2009


£m

£m

Interest payable on:


Bank loans and overdrafts

12

31

Other loans

146

230

Obligations under finance leases

1

1





159

262

Development interest capitalised

(13)

(38)





146

224

Interest receivable on:


Deposits, securities and liquid investments

(15)

(17)

Loans to joint ventures

(3)






(18)

(17)




Other finance (income) costs:




Expected return on pension scheme assets

(5)

(5)

Interest on pension scheme liabilities

4

5




Valuation movements on translation of foreign currency debt

(6)

30

Hedging reserve recycling

6

(30)

Valuation movements on fair value debt

1


Valuation movements on fair value derivatives

(1)





Net financing expenses - pre exceptional

127

207




Exceptional item


Realisation of cash flow hedges

119






119




Net financing costs

127

326







Total financing income

(30)

(52)

Total financing expenses

157

378




Net financing costs

127

326







Interest on development expenditure is capitalised at a rate of 5.27% (2009: 5.5%).








 

 

7.     Taxation






2010

2009



£m

£m

Tax expense (income)







Current tax: UK corporation tax: 28% (2009: 28%)

2

6

Foreign tax


1







2

7

Adjustments in respect of prior periods

(26)

(5)





Total current tax (income) expense

(24)

2

Deferred tax on revaluations

12

(49)





Group total taxation (net)

(12)

(47)





Attributable to joint ventures and funds

5

(11)





Total taxation


(7)

(58)





Tax reconciliation



Profit (loss) on ordinary activities before taxation

1,128

(3,928)

Less: (profit) loss attributable to joint ventures and funds

(479)

767





Group profit (loss) on ordinary activities before taxation

649

(3,161)





Tax on profit (loss) on ordinary activities at UK corporation


tax rate of 28% (2009: 28%)

182

(885)





Effects of:




REIT exempt income and gains

(170)

881

Tax losses and other timing differences

2

(38)

Adjustments in respect of prior years

(26)

(5)





Group total taxation

(12)

(47)





Tax expense attributable to underlying profits for the year ended 31 March 2010 was £5m (2009: £9m).

Corporation tax payable at 31 March 2010 was £23m (2009: £40m) as shown in note 12.  Deferred tax is calculated on temporary differences under the liability method using a tax rate of 28% (2009: 28%).  The movement on deferred tax is as shown below:





Deferred taxation









1 April

Charged (credited)

31 March


2009

to income

2010


£m

£m

£m





Property and investment revaluations

23

16

39

Other timing differences

4


4

Intangible assets

8

(4)

4






35

12

47









Under the REIT regime development properties which are sold within three years of completion do not benefit from tax exemption.  At 31 March 2010 the value of such properties is £1,108m (2009: £1,066m) and if these properties were to be sold the tax arising would be £nil (2009: £nil).





 

8.     Property














Owner-




Investment

Development

occupied

Total



£m

£m

£m

£m







Carrying value at 1 April 2009

5,436

358

30

5,824













Additions:

property purchases

76



76


other capital expenditure

155



155









231



231







Depreciation


(1)

(1)







Disposals

(2,401)



(2,401)







Reclassifications

358

(358)









Revaluations included in income statement

526


4

530







Movement in tenant incentives and contracted rent uplift balances

(24)



(24)













Carrying value at 31 March 2010

4,126


33

4,159







Head lease liabilities (note 13)


(7)







Total Group property portfolio valuation at 31 March 2010

4,152













The Group valuation of properties of £4,152m (2009: £5,810m) comprises freeholds of £3,053m (2009: £5,189m); virtual freeholds of £187m (2009: £182m); long leaseholds of £911m (2009: £436m) and short leaseholds of £1m (2009: £3m).  The historical cost of properties was £3,401m (2009: £6,000m).







The Group's property portfolio was valued by external valuers on the basis of Market Value, by reference to recent market evidence of transactions for similar properties, in accordance with the Appraisal and Valuation Standards, sixth edition, published by The Royal Institution of Chartered Surveyors.  Knight Frank LLP valued properties to an aggregate value of £4,136m (2009: £5,793m); other valuers £16m (2009: £17m). Valuers of Fund and Joint Venture properties are detailed in note 9.







Properties valued at £2,659m (2009: £3,665m) were subject to a security interest and other properties of non-recourse companies amounted to £nil (2009: £1m).







Included within the property valuation is £66m (2009: £67m) in respect of accrued contracted rental uplift income, against which the Group holds a provision of £5m (2009: £25m). The balance arises through the IFRS treatment of leases containing such arrangements, which requires the recognition of rental income on a straight line basis over the lease term, with the difference between this and the cash receipt changing the carrying value of the property against which revaluations are measured.







Cumulative interest capitalised against investment properties amounts to £74m (2009: £102m).























































 

 

9.     Joint ventures and funds








British Land's summary share of the results of joint ventures and funds




2010

2009




£m

£m






Gross rental income


219

153

Service charge income


19

6






Gross rental and related income

238

159






Net rental and related income

208

145

Other income and expenditure

(8)

(5)

Net financing costs


(119)

(85)






Underlying profit before taxation

81

55






Net valuation movement (includes profits and losses on disposals)

412

(833)

Non-recurring items - debt break costs

(9)







Profit (loss) on ordinary activities before taxation

484

(778)






Current tax


(5)

2

Deferred tax



9






Profit (loss) on ordinary activities after taxation

479

(767)
















Summary movement for the year of the investments in joint ventures and funds








Equity

Loans

Total



£m

£m

£m






At 1 April 2009

899

53

952

Additions

202

36

238

Disposals

(11)

(3)

(14)

Share of profit after taxation

479


479

Distributions and dividends:

capital

(7)


(7)


revenue

(53)


(53)

Hedging movements

(1)


(1)






At 31 March 2010

1,508

86

1,594











At 31 March 2010 the investment in joint ventures included within the total investment in joint ventures and funds was £1,149m (2009: £585m).






Distributions in the year include the receipt of £13m from HUT, £6m from PREF, £15m (£7m capital) from BL Fraser, £6m from Tesco joint ventures and £9m from Meadowhall.






At 31 March 2010 the valuation of the Group's share of joint ventures and funds properties is £4,387m (2009: £2,815m); external net debt is £2,660m (2009: £1,863m) and the mark to market adjustment for external debt is £177m asset (2009: £236m asset).






The Joint Venture and Funds portfolios were valued by external valuers on the basis of Market Value in accordance with the Appraisal and Valuation Standards published by The Royal Institution of Chartered Surveyors. CB Richard Ellis Ltd valued properties to an aggregate value of £2,177m (2009: £1,721m), Knight Frank LLP an aggregate value of £2,210m (2009: £787m), and £nil (2009: £307m) held at Directors' valuation.

 

9.     Joint ventures and funds continued: joint ventures' summary financial statements









A detailed breakdown of the 100% results of specific joint ventures and funds is set out on the two following pages. The total column represents the Group's share of all joint ventures and funds. All disclosures have been restated to British Land accounting policies under IFRS eliminating performance and management fees due to the Group.














Bluebutton

MSC Property

BL Sainsbury

Tesco Joint

The Scottish


Properties

Intermediate

Superstores

Ventures*

Retail Property


Ltd

Holdings Ltd

Ltd


Limited Partnership








Blackstone

LSP Green Park



Land Securities

Partners

Group LP funds

Property Trust

J Sainsbury plc

Tesco plc

Group PLC







Property sector

City Offices

Shopping Centres

Superstores

Superstores/

Shopping Centres


(Broadgate)

(Meadowhall)


Retail W'hses

(Bon Accord)





Shopping Centres


Group share

50%

50%

50%

50%

50%







Date established

November 2009

February 2009

March 2008

November 1996

March 2004







Accounting period

21 weeks ended

Year ended

Year ended

Year ended

Year ended


31 March

31 March

31 March

31 March

31 March


2010

2010

2010

2010

2010

Summarised income statements

£m

£m

£m

£m

£m













Gross rental and related income

88

87

64

92

18







Net rental and related income

68

73

63

91

10

Other income and expenditure

(1)

(6)

(1)

(1)

(1)

Net interest - External

(42)

(42)

(34)

(56)

(7)

                   - Shareholders






Net interest payable

(42)

(42)

(34)

(56)

(7)

Underlying profit before taxation

25

25

28

34

2







Surplus on revaluation

282

99

224

201

20

Disposal of fixed assets






Non-recurring items






Profit on ordinary activities before taxation

307

124

252

235

22







Current tax




(2)


Deferred tax












Profit on ordinary activities after taxation

307

124

252

233

22













Summarised balance sheets

£m

£m

£m

£m

£m







Investment properties

2,483

1,277

1,188

1,754

206

Development properties






Total properties

2,483

1,277

1,188

1,754

206







Current assets

17

5

2

12

4

Upstream loans to joint venture shareholders



2

15


Cash and deposits

349

23

20

51

3

Gross assets

2,849

1,305

1,212

1,832

213







Current liabilities

(131)

(34)

(30)

(130)

(23)

Commercial loan from British Land

(209)





Bank debt falling due within one year




(349)


Bank debt falling due after one year




(798)


Securitised debt

(1,947)

(829)

(676)


(119)

Convertible loan notes





Other non-current liabilities


(3)




Obligations under finance leases


(6)



(11)

Deferred tax






Gross liabilities

(2,287)

(872)

(706)

(1,277)

(153)







Net external assets

562

433

506

555

60







Represented by:






Shareholder loans

30


2

59

14

Ordinary shareholders' funds / Partners' capital

532

433

504

496

46

Total investment

562

433

506

555

60







Capital commitments

7











All joint ventures are non-recourse to the Group. Where a joint venture has net liabilities, as required under IFRS, the Group does not account for its share of the deficit in its total share of joint venture profits.

* Tesco Joint Ventures include BLT Properties Ltd, the first joint venture established in November 1996, The Tesco British Land Property Partnership, Tesco BL Holdings Ltd, Shopping Centres Ltd and The Tesco Aqua Limited Partnership.

 

9.     Joint ventures and funds continued: joint ventures' and funds' summary financial statements








A detailed breakdown of the 100% results of specific joint ventures and funds is set out on the current and previous page. The total column represents the Group's share of all joint ventures and funds. All disclosures have been restated to British Land accounting policies under IFRS eliminating performance and management fees due to the Group.













JV & Fund

JV & Fund


Hercules

Hercules

Pillar Retail

Other

TOTAL

TOTAL


Unit

Income

Europark

Joint Ventures

Group share

Group share


Trust

Fund

Fund

and Funds* 

2010

2009





























Property sector

Retail

Retail

Retail





Warehouses

Warehouses

Warehouses











Group share

36.003%

26.12%

65.30%

At Group Share










Date established

Sep 2000

Sep 2004

Mar 2004











Accounting period

Year ended

Year ended

Year ended





31 March

31 March

31 December





2010

2010

2009




Summarised income statements

£m

£m

£m

£m

£m

£m















Gross rental and related income

92

8

32

8

238

159








Net rental and related income

83

8

25

7

208

145

Other income and expenditure

(7)


(4)

2

(8)

(5)

Net interest - External

(50)


(11)

(3)

(119)

(86)

                   - Shareholders






1

Net interest payable

(50)


(11)

(3)

(119)

(85)

Underlying profit before taxation

26

8

10

6

81

55








Surplus (deficit) on revaluation

172

19

(20)

(47)

420

(762)

Disposal of fixed assets

(31)

8

(2)

3

(8)

(71)

Non-recurring items

(25)




(9)


Profit (loss) on ordinary activities before taxation

142

35

(12)

(38)

484

(778)








Current tax

(1)



(4)

(5)

2

Deferred tax






9








Profit (loss) on ordinary activities after taxation

141

35

(12)

(42)

479

(767)















Summarised balance sheets

£m

£m

£m

£m

£m

£m








Investment properties

1,528

80

385

119

4,395

2,775

Development properties






49

Total properties

1,528

80

385

119

4,395

2,824








Current assets

25

1

32

44

94

92

Upstream loans to joint venture shareholders




22

31

31

Cash and deposits

156

34

32

18

327

92

Gross assets

1,709

115

449

203

4,847

3,039








Current liabilities

(25)

(4)

(29)

(44)

(247)

(192)

Commercial loan from British Land





(105)


Bank debt falling due within one year


(15)



(179)

(207)

Bank debt falling due after one year



(259)

(69)

(637)

(525)

Securitised debt

(603)




(2,002)

(1,152)

Convertible loan notes

(194)




(70)


Other non-current liabilities





(1)


Obligations under finance leases





(8)

(9)

Deferred tax



(6)


(4)

(2)

Gross liabilities

(822)

(19)

(294)

(113)

(3,253)

(2,087)








Net external assets

887

96

155

90

1,594

952








Represented by:







Shareholder loans




20

73

54

Ordinary shareholders' funds / Partners' capital

887

96

155

70

1,521

898

Total investment

887

96

155

90

1,594

952








Capital commitments

7


2

3

11

12








* Comprises smaller joint ventures and funds including Eurofund Investments Zaragoza SL - a development joint venture - and Group adjustments.

 

 

10.     Other non-current assets



Other

Intangible


investments

assets


£m

£m




At 1 April 2009

38

25

Additions

252


Revaluation of investments

(12)


Depreciation

(1)


Disposals

(16)


Amortisation


(15)




At  31 March 2010

261

10







Other investments include the £209m secured commercial loan to Bluebutton Properties Ltd (the parent company of the Broadgate joint venture). In the prior year other investments included £28m relating to the Group's 17.8% interest in Songbird Estates plc which was disposed of in the current year.




Intangible assets relate to fund management contracts which are amortised over the expected remaining life of each contract, which ranged from 6 to 10 years at acquisition.  The original fair value was £79m with accumulated amortisation at 31 March 2010 being £69m (2009: £54m).







11.     Debtors




2010

2009


£m

£m




Trade and other debtors+

85

103

Prepayments and accrued income

9

4

Interest rate derivatives*

11

16





105

123




+ Included within this balance is deferred consideration of £42m (2009: £43m) arising on the sale of investment properties for which the timing of the receipt is contingent and therefore may fall due after one year.

* Includes contracted cash flow with a maturity greater than one year at fair value.




Trade and other debtors are shown after deducting a provision for bad and doubtful debts of £7m (2009: £6m).  The charge to the income statement was £2m (2009: £3m).




The directors consider that the carrying amount of trade and other debtors approximates 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 rental in advance.




 

12.     Creditors




2010

2009


£m

£m




Trade creditors

104

129

Amounts owed to joint ventures

40

33

Corporation tax

23

40

Other taxation and social security

11

11

Accruals and deferred income

105

202

Interest rate derivatives*

49

109





332

524




* Includes contracted cash flow with a maturity greater than one year at fair value.




Trade payables are interest free and have settlement dates within one year.  The directors consider that the carrying amount of trade and other payables approximates their fair value.










13.     Other non-current liabilities



2010

2009


£m

£m




Trade and other creditors

19

27

Obligations under finance leases

7

14

Minority interest

4

4





30

45




























 

14.     Net debt










2010

2009





Footnote

£m

£m

Secured on the assets of the Group



Class A4 4.821% Bonds 2036

1.1


396

Class C2 5.098% Bonds 2035

1.1


217

Class B 4.999% Bonds 2033

1.1


365

Class A3 4.851% Bonds 2033

1.1


174

Class A1 Floating Rate Bonds 2032

1.1


224

Class A2 4.949% Bonds 2031

1.1


288

Class D Floating Rate Bonds 2025

1.1


112

Class C1 Floating Rate Bonds 2022

1.1


215

9.125% First Mortgage Debenture Stock 2020

1.2

39

40

6.125% First Mortgage Debenture Stock 2014

1.2

45

45

10.3125% First Mortgage Debenture Stock 2011

1.2

41

42

5.264% First Mortgage Debenture Bonds 2035

327

327

5.0055% First Mortgage Amortising Debentures 2035

103

104

5.357% First Mortgage Debenture Bonds 2028

307

307

6.75% First Mortgage Debenture Bonds 2020

204

204

6.75% First Mortgage Debenture Bonds 2011

99

99

Floating Rate Secured Loan Notes 2035

256

256

Loan notes




5

5













1,426

3,420

Unsecured













5.50% Senior Notes 2027



98

98

6.30% Senior US Dollar Notes 2015

2

101

108

Bank loans and overdrafts



156

139













355

345

Gross debt



3

1,781

3,765








Interest rate derivatives: liabilities


49

109

Interest rate derivatives: assets


(11)

(16)













1,819

3,858

Liquid investments












4.405% Medium Term Note 2015

(98)


4.395% Medium Term Note 2015

(97)







(195)









Cash and short-term deposits

4

(74)

(616)








Net debt




1,550

3,242








2010

2009






£m

£m

1

These borrowings are obligations of ring-fenced, special purpose companies, with no recourse to other companies or assets in the Group:







1.1

Broadgate Financing PLC (sold into a joint venture with Blackstone Group LP funds on 3 November 2009)

1,991


1.2

BLD Property Holdings Ltd

125

127








2

Principal and interest on this borrowing was fully hedged into Sterling at the time of issue.

3


4

Cash and deposits not subject to a security interest amount to £66m (2009: £215m).








Maturity analysis of net debt


2010

2009






£m

£m








Repayable:


within one year and on demand

139

49

between:


one and two years

297

148




two and five years

170

439




five and ten years

313

553




ten and fifteen years

42

436




fifteen and twenty years

441

835




twenty and twenty five years

6

930




twenty five and thirty years

373

375






1,642

3,716

Gross debt




1,781

3,765

Interest rate derivatives



38

93

Liquid Investments



(195)


Cash and short term deposits


(74)

(616)








Net debt




1,550

3,242








Total borrowings where any instalments are due after five years are £106m (2009: £1,702m).

 

14.     Net debt (continued)










The two financial covenants applicable to the Group unsecured debt are:

Net Borrowings not to exceed 175% of Adjusted Capital and Reserves

At 31 March 2010 the ratio is 37%:

i. Net Borrowings are £1,756m, being the principal amount of gross debt of £1,767m plus amounts owed to joint ventures of £40m and TPP Investments Ltd of £23m (see note 16), less the cash and short-term deposits of £74m; and

ii. Adjusted Capital and Reserves are £4,741m, being share capital and reserves of £4,208m (see Consolidated Statement of Changes in Equity), adjusted for £43m of deferred tax (see note 2), £364m exceptional refinancing charges (see below) and £126m mark to market on interest rate swaps (see note 2); and







Net Unsecured Borrowings not to exceed 70% of Unencumbered Assets

At 31 March 2010 the ratio is 14%:

i. Net Unsecured Borrowings are £326m, being the principal amount of gross debt of £1,767m plus amounts owed to joint ventures of £40m less cash and deposits not subject to a security interest of £66m less the principal amount of secured and non-recourse borrowings of £1,415m; and

ii. Unencumbered Assets are £2,394m being properties of £4,152m (see note 8) plus investments in funds and joint ventures of £1,594m (see note 9), other investments of £456m (see balance sheet: liquid investments of £195m and other investments of £261m) less investments in joint ventures of £1,149m (see note 9) and encumbered assets of £2,659m (see note 8).







In calculating Adjusted Capital and Reserves for the purpose of the unsecured debt financial covenants, there is an adjustment of £364m to reflect the cumulative net amortised exceptional items relating to the refinancings in the years ending 31 March 2005, 2006 and 2007.







Interest rate profile - including effect of derivatives







2010

2009





£m

£m







Fixed rate



1,245

3,879

Variable rate (net of cash)



305

(637)







Net debt



1,550

3,242



















Reconciliation of movement in Group Net Debt to Cash Flow Statement









2009

Disposals*

Cash flow

Non cash

2010


£m

£m

£m

£m

£m







Per Cash Flow Statement:




Cash and short-term deposits

(616)


542


(74)

Overdrafts



2


2

Cash and cash equivalents

(616)


544


(72)







Term debt (excluding overdrafts)

3,765

(1,970)

1

(17)

1,779

Fair value of interest rate derivatives

93

(47)


(8)

38

Liquid investments


(200)

5

(195)







Net debt

3,242

(2,017)

345

(20)

1,550

* Excluding cash and overdrafts.


The Group Loan to Value ratio at 31 March 2010 is 25%, being gross debt of £1,781m less cash, short-term deposits and liquid investments of £269m, divided by total Group property of £4,152m (see note 8) plus investments in Funds and Joint Ventures of £1,594m (see note 9) and other investments of £261m (see note 10).


 

14.    Net debt (continued)



 





 





 

Maturity of committed undrawn borrowing facilities

 





 



2010

2009

 



£m

£m

 

Expiring:




 





 

within one year


245

89

 





 

between:




 





 

one and two years

775

265

 

two and three years

80

775

 

three and four years

905

80

 

four and five years

781

905

 

over five years


75

836

 





 

Total


2,861

2,950

 





 

The above facilities are those freely available to be drawn for Group purposes.

 





 





 

Comparison of market values and book values at 31 March 2010

 





 


Market

Book


 


Value

Value

Difference

 


£m

£m

£m

 





 

Debentures and unsecured bonds

1,256

1,364

(108)

 

Bank debt and other floating rate debt

417

417


 

Liquid investments

(195)

(195)


 

Cash and short-term deposits

(74)

(74)


 





 


1,404

1,512

(108)

 





 

Other financial (assets) liabilities:



 

interest rate derivative assets

(11)

(11)


 

interest rate derivative liabilities

49

49


 





 


38

38


 





 

Total

1,442

1,550

(108)

 





 

Short-term debtors and creditors have been excluded from the disclosures.

 





 

The fair values of securitised debt and debentures 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.

 

 

 

 





 





 





 





 





 





 





 





 

15.     Dividend










The proposed 4th interim dividend of 6.5 pence per share, totalling £57m (2009: 6.5 pence per share, totalling £55m) was approved by the Board on 13 May 2010 and is payable on 13 August 2010 to shareholders on the register at the close of business on 9 July 2010. An enhanced scrip alternative is to be offered to shareholders with the 4th interim dividend.






This dividend will be entirely a 'normal' dividend i.e. not a PID (Property Income Distribution). PID dividends are paid, as required by REIT legislation, after deduction of withholding tax at the basic rate (currently 20%).  However, certain classes of shareholder may be able to claim exemption from deduction of withholding tax. Please refer to our website (www.britishland.com) for details.











Payment

Dividend


2010

2009

Date


Pence per share

£m

£m






Current year dividends




13.08.2010

2010 4th interim

6.50



14.05.2010

2010 3rd interim

6.50



12.02.2010

2010 2nd interim

6.50

56


13.11.2009

2010 1st interim

6.50

56




26.00



Prior year dividends




14.08.2009

2009 4th interim

6.50

55


15.05.2009

2009 3rd interim*

7.77

48


13.02.2009

2009 2nd interim*

7.76


47

14.11.2008

2009 1st interim*

7.77


48



29.80








15.08.2008

2008 Final*

7.25


45

19.05.2008

2008 3rd interim*

7.25


45






Dividends in Reconciliation of Movement in Shareholders' Funds

215

185

Dividends settled in shares

(63)


Dividends settled in cash

152

185

Timing difference relating to payment of withholding tax

2

3

Dividends in Cash Flow Statement


154

188






* Dividends per share was restated in the prior year to take account of the bonus element of the increased number of shares due to the March 2009 Rights Issue.






16.     Contingent liabilities









TPP Investments Limited, a wholly owned ring-fenced special purpose subsidiary, is a partner in The Tesco British Land Property Partnership and, in that capacity, has entered into a secured bank loan under which its liability is limited to £23m (2009: £23m) and recourse is only to the partnership assets.






 

 

17.     Share capital and reserves




















2010


2009

Number of ordinary shares in issue at 1 April

863,450,216

522,190,080










Share issues




15,976,886

341,260,136










Number of ordinary shares in issue at 31 March

879,427,102

863,450,216



















At 31 March 2010, the authorised share capital is 1,440,000,000 25p ordinary shares (2009: 887,000,000).










At 31 March 2010 of the issued 25p ordinary shares, 1,830,208 were held in the ESOP trust (2009: 2,040,620), 11,266,245 shares were held as treasury shares (2009: 11,266,245) and 866,330,649 shares were in free issue (2009: 850,143,351). No treasury shares were acquired by the ESOP during the year. All issued shares are fully paid.










Merger reserve
















This comprises the premium on shares issued to acquire Springboard Capital (Jersey) Limited under the arrangement for the Rights Issue in March 2009. The subsequent redemption gave rise to distributable profits of £682m, which have been transferred to Retained Earnings.










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 difference 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.



















18.     Segment information















The Group allocates resources to investment and asset management according to the sectors it expects to perform over the medium term. Its two principal sectors are currently offices and retail. The relevant revenue, net rental income, assets and capital expenditure, being the measure of profit or loss and total assets used by the management of the business, are set out below:











Offices

Retail

Other

Total


2010

2009

2010

2009

2010

2009

2010

2009


£m

£m

£m

£m

£m

£m

£m

£m

Revenue

194

278

187

268

26

26

407

572

Net rental income

143

230

175

206

19

17

337

453

Segment assets

1,791

3,572

3,753

3,012

854

976

6,398

7,560

Capital expenditure

165

383

56

170

10

12

231

565










Segment assets include the Group's investment in joint ventures and funds.

 

Table A















Summary income statement based on proportional consolidation


for the period ended 31 March 2010














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, i.e. proportional basis.  The underlying profit before taxation and total profit after taxation are the same as presented in the consolidated income statement.



















Q4

Q3

Q2

Q1





Three months ended

Year ended



31 Mar

31 Dec

30 Sep

30 Jun

31 Mar

31 Mar



2010

2009

2009

2009

2010

2009



£m

£m

£m

£m

£m

£m









Rent receivable

129

128

140

141

538

616

Spreading of tenant incentives and guaranteed






rent increases

3

6

7

7

23

33

Surrender premiums






1









Gross rental income

132

134

147

148

561

650









Property operating expenses

(6)

(6)

1

(5)

(16)

(52)









Net rental income

126

128

148

143

545

598









Fees and other income

8

1

2

4

15

20









Administrative expenses

(16)

(17)

(14)

(18)

(65)

(58)









Net interest costs

(56)

(54)

(70)

(66)

(246)

(292)









Underlying profit before taxation

62

58

66

63

249

268









Net valuation movement (includes profits and






losses on disposal)

573

567

100

(332)

908

(4,074)









Realisation of cash flow hedges/non-recurring items


(9)



(9)

(119)









Amortisation of intangible assets

(4)

(4)

(3)

(4)

(15)

(14)









Profit (loss) on ordinary activities







   before taxation

631

612

163

(273)

1,133

(3,939)









Tax charge relating to underlying profit

(1)

(1)

(1)

(2)

(5)

(9)









Deferred tax

(3)

(8)

(3)

2

(12)

58









Other taxation

2

20

2


24

9









Profit (loss) for the period after taxation

629

623

161

(273)

1,140

(3,881)









Underlying earnings per share - diluted basis

7.0p

6.6p

7.6p

7.2p

28.4p

41.0p









The underlying earnings per share is calculated on underlying profit before taxation of £249m, tax attributable to underlying profits of £5m and 860m shares on a diluted basis, for the year ended 31 March 2010 and underlying profit before taxation of £62m, tax attributable to underlying profits of £1m and 867m shares on a diluted basis, for the three months ended 31 March 2010.

 

Table A (continued)










Summary balance sheet based on proportional consolidation

as at 31 March 2010










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 joint ventures and funds included on a line by line, i.e. proportional basis and assuming full dilution.




















31 March


31 March



2010


2009



£m


£m







Retail properties

5,602


4,867


Office properties

2,736


3,570


Other properties

201


188


Total properties

8,539


8,625







Other investments

156


38


Intangible assets

10


25


Other net liabilities

(217)


(360)


Net debt

(4,081)


(4,941)







EPRA NAV (note 2)

4,407


3,387







EPRA NAV per share (note 2)

504

p

398

p






Total property valuations including share of joint ventures and funds






British Land Group

4,152


5,810







Share of joint ventures and funds




Investment properties

4,395


2,775


Development properties



49


Head lease liabilities

(8)


(9)








4,387


2,815







Total property portfolio valuation

8,539


8,625







Calculation of EPRA NNNAV per share









EPRA NAV

4,407


3,387







Deferred tax arising on revaluation movements

(43)


(25)







Mark to market on effective cash flow hedges and related debt adjustments

(129)


(153)







Mark to market on debt

285


1,116







EPRA NNNAV

4,520


4,325







EPRA NNNAV per share

517

p

508

p






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.











 


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