Final Results - Part 2

RNS Number : 6242S
British Land Co PLC
21 May 2009
 



Consolidated Income Statement for the year ended 31 March 2009















2009

2008













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

554 

 

554 

645 

 

645 










Net rental and related income

3

453 


453 

561 


561 










Fees and other income

4

18 


18 

40 

30 

70 










Amortisation of intangible asset


(14)

(14)


(15)

(15)










Funds and joint ventures (see also below)

9

55 

(822)

(767)

40 

(346)

(306)










Administrative expenses


(51)


(51)

(67)


(67)










Net valuation movement (includes profits and losses on disposals)

5


(3,241)

(3,241)


(1,562)

(1,562)










Net financing costs


















financing income

52 


52 

26 


26 


financing charges

(259)

(119)

(378)

(316)

 

(316)












6

(207)

(119)

(326)

(290)


(290)













 

 

 

 

 

 

(Loss) profit on ordinary activities before taxation

268 

(4,196)

(3,928)

284 

(1,893)

(1,609)




 



 



Taxation



















current tax



(2)

(2)





deferred tax income

49 

49 



46

46 












7


47 

47 



46

46 










Loss for the year after taxation attributable to shareholders of the Company

(3,881)

 

 

(1,563)










Loss per share:

basic

2



(616)p



(253)p*


diluted

2



(614)p



(251)p*




























 

 

 

 

 

 

 

 

 

Share of results of funds and joint ventures (see above)





Underlying profit pre-tax


55 


55 

40 


40 

Net valuation movement (includes profits and losses on disposals)

(833)

(833)


(354)

(354)

Goodwill impairment 






(3)

(3)

Non-recurring items






Current tax




2 


Deferred tax





 

 

9

55 

(822)

(767)

40 

(346)

(306)

 

 

 

 

 

 

 

 

 



















+ As defined in note 2








* As restated - see note 2.









Consolidated Balance Sheet as at 31 March 2009
















2009 


2008 


 

Note

£m 

 

£m 


Assets






Non-current assets





Investment properties

8

5,436 


9,389 


Development properties

8

358 


1,062 


Owner-occupied property

8

30 

 

53 




5,824 


10,504 








Other non-current assets





Investments in funds and joint ventures

9

952 


1,532 


Other investments

10

38 


196 


Intangible assets

10

25 


39 




6,839 

 

12,271 








Current assets






Debtors

11

123 


133 


Cash and short-term deposits

14

616 

 

244 




739 


377 








Total assets

 

7,578 

 

12,648 








Liabilities






Current liabilities





Short-term borrowings and overdrafts

14

(49)


(111)


Creditors

12

(524)


(450)




(573)

 

(561)








Non-current liabilities





Debentures and loans

14

(3,716)


(5,151)


Other non-current liabilities

13

(45)


(38)


Deferred tax liabilities

7

(35)


(108)




(3,796)

 

(5,297)








Total liabilities


(4,369)


(5,858)








Net assets

 

3,209 

 

6,790 








Equity






Share capital

17

217 


131 


Share premium

17

1,244 


1,269 


Other reserves

17

(139)


335 


Retained earnings

17

1,887 


5,055 


 

 

 

 

 


Total equity attributable to shareholders of the Company

3,209 

 

6,790 














EPRA NAV per share+

2

398 

p

1114 

p*













The financial information in this preliminary announcement was approved by the Board on 20 May 2009.













+ As defined in note 2





* As restated - see note 2.

















Consolidated Statement of Recognised Income and Expense

for the year ended 31 March 2009















2009 

2008 


Note

£m 

£m 







Loss for the year after taxation

(3,881)

(1,563)







Valuation movements




- on development properties

5

(44)

57 


- on owner occupied property

5

(3)


- on other investments

5

(88)

(70)









(135)

(10)


Losses on cash flow hedges



- Group


(182)

(53)


- Funds and joint ventures

(46)

(20)







Exchange differences on translation of foreign operations








Actuarial loss on pension scheme

(2)

(10)







Tax on items taken directly to equity

24 

25 







Net loss recognised directly in equity

(336)

(68)







Transferred to the income statement (cash flow hedges)


- foreign currency derivatives

(30)


- interest rate derivatives

109 

(28)









79 

(27)


 

 

 

 


Total recognised income and expense for the year

(4,138)

(1,658)


























 

 

 

 

 

 

Reconciliation of Movements in Shareholders' Funds

 





 



2009 

2008 

 

 

£m 

£m 

 

Capital items




 

- Shares issued


743 

 

- Purchase of own shares


(151)

 

- Adjustment for share and share option awards

(1)

11 

 

- Dividends paid in the year

(185)

(166)

 





 



557 

(299)

 

Total recognised income and expense for the year

(4,138)

(1,658)

 





 

Movement in shareholders' funds for the year

(3,581)

(1,957)

 





 

Opening equity shareholders' funds

6,790 

8,747 

 





 

Closing equity shareholders' funds

3,209 

6,790 

 

 

 

 

 






Consolidated Cash Flow Statement 


for the year ended 31 March 2009















2009 

2008 

 

Note

£m 

£m 






Rental income received from tenants

455 

536 

Fees and other income received

30 

32 

Operating expenses paid to suppliers and employees

(79)

(91)

Cash generated from operations

406 

477 






Interest paid



(270)

(373)

Interest received

20 

19 

UK corporation tax received (paid)

16 

(3)

Foreign tax paid


(1)

Distributions received:

funds and joint ventures

33 

47 


Songbird Estates plc

16 






Net cash inflow from operating activities

205 

182 






Cash flows from investing activities


Purchase of investment properties

(107)

(119)

Development and other capital expenditure

(436)

(523)

Sale of investment properties

904 

1,460 

REIT conversion charge paid

(6)

(291)

Sale of investments


Indirect taxes in respect of investing activities

3 

32 

Establishment of Meadowhall Joint Venture

115 


Establishment of BL Sainsbury Superstores Joint Venture

272 

Investment in and loans to funds and joint ventures

(57)

(90)

Capital distributions received:

funds and joint ventures

2 

88 


Songbird Estates plc

30 

Purchase of subsidiary companies (net of cash acquired)

(4)






Net cash inflow from investing activities

418 

857 






Cash flows from financing activities


Issue of ordinary shares

743 

Purchase of own shares


(151)

Dividends paid


(188)

(161)

Repayment of debt acquired with subsidiary undertaking

(11)


Movement in other financial liabilities

(76)


Decrease in bank and other borrowings

(714)

(686)






Net cash outflow from financing activities

(246)

(991)






Net increase in cash and cash equivalents

377 

48 

Cash and cash equivalents at 1 April 2008

239 

191 






Cash and cash equivalents at 31 March 2009

616 

239 











Cash and cash equivalents consists of:


Cash and short-term deposits                                          14

616 

244 

Overdrafts




(5)






 

 

 

616 

239 






















Notes to the accounts for the year ended 31 March 2009


1. Basis of preparation


The financial information set out above does not constitute the company's statutory accounts for the years ended 31 March 2009 or 2008, but is derived from those accounts. Statutory accounts for 2008 have been delivered to the Registrar of Companies and those for 2009 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 s237(2) or (3) of the Companies Act 1985.


The financial statements for the year ended 31 March 2009 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 2009.

The accounting policies used are consistent with those contained in the Group's last annual report and accounts for the year ended 31 March 2008. 


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



2. Performance measures














Rights Issue - Restatement of performance measures




The Rights Issue concluded in March 2009 involved the issue of two new shares for every three held.

To reflect the increased number of shares in issue at the year end, prior year comparatives for Earnings per share and Net Asset Value per share are restated with reference to the adjustment factor below:

 









Theoretical Ex Rights Price ('TERP')




326.25

p

Closing middle market quotation of share on last day shares traded 'cum rights'

393.75

p


























2009


2008



(Loss) 



(Loss) 




(Loss) earnings per share (diluted)

earnings 

Pence 


earnings 


Pence 


£m 

per share 

£m 

 

per share 

 









Underlying pre tax profit - income statement

268 



284 




Tax charge relating to underlying profit

(9)



(8)












Underlying earnings per share

259 

41 

p

276 

 

44 

p*









Realisation of cash flow hedges

(119)







Tax and other items



13 












EPRA earnings per share

140 

22 

p

289 

 

46 

p*









Loss for the year after taxation 

(3,881)

(614)

p

(1,563)

 

(251)

p*

























The European Public Real Estate Association (EPRA) issued Best Practices Policy Recommendations in November 2006, 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, see note 6.











The weighted average number of shares in issue for the year was: basic: 630m (2008 restated: 618m); diluted for the effect of share options: 632m (2008 restated : 623m). Basic undiluted loss per share for the year was 616p (2008 restated: 253p).












Net asset value (NAV)



2009 


2008 


 

 

 

 

£m 

 

£m 










Balance sheet net assets


3,209 


6,790 










Deferred tax arising on revaluation movements

25 


102 


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

153 


(3)


Dilution effect of share options




47 










EPRA NAV

 

 

 

3,387 

 

6,936 










EPRA NAV per share

 

 

398 

p

1114 

p*

















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 2009, the number of shares in issue was: basic: 850m (2008 restated: 614m); diluted for the effect of share options: 851m (2008 restated: 623m).











Total return per share of minus 61.6% represents a reduction in EPRA NAV per share of 716p net of dividends paid of 30p (see note 15). Total return per share for the year ended 31 March 2008 was minus 18.1%.












* As restated for the rights issue
















3. Gross and net rental income





2009 

2008 

 

 

£m 

£m 





Rent receivable

 

462 

547 

Spreading of tenant incentives and guaranteed rent increases

34 

46 

Surrender premiums



 

 

Gross rental income

497 

596 





Service charge income

57 

49 



 

 

Gross rental and related income

554 

645 





Service charge expenses

(57)

(49)

Property operating expenses

(44)

(35)





Net rental and related income

453 

561 





The cash element of net rental income recognised during the year ended 31 March 2009 from properties which were not subject to a security interest was £103m. Property operating expenses relating to investment properties that did not generate any rental income were £1m (2008: £1m).





4. Fees and other income





2009 

2008 

 

 

£m 

£m 





Performance fees (from funds)

3 

Management fees (from funds and joint ventures)

11 

12 

Dividend received from Songbird Estates plc

16 

Other fees and commission

4 



 

 

Underlying


18 

40 

Capital dividend received from Songbird Estates plc

30 





 

 

18 

70 





There were no performance fees receivable from HUT or HIF for the years ended 31 December 2008 or 31 December 2007. Some 50% of undistributed performance fees are payable each year provided there is no clawback. In relation to HUT, fees of £3m (2008: £7m) have been recognised in the current year and £3m (2008: £6m) deferred to later years, relating to calendar years 2005 and 2006.









Following a capital restructuring of Songbird Estates plc in 2008, a capital dividend of £30m was received in that year.





5. Net revaluation (losses) gains on property and investments



2009 

2008 

 

 

£m 

£m 

Consolidated Income statement

 

 

Revaluation of properties

(2,994)

(1,588)

(Loss) profit on property disposals

(177)

26 

Revaluation of investments

(69)

 

Other revaluations and losses

(1)

 



 

 



(3,241)

(1,562)

Share of losses of funds and joint ventures (note 9)

(833)

(354)



 

 

 

 

(4,074)

(1,916)

Consolidated statement of recognised income and expense

Revaluation of development properties

(44)

57 

Revaluation of owner-occupied property

(3)

Revaluation of investments

(88)

(70)





 

 

(4,209)

(1,926)



6. Net financing costs




2009 

2008 

 

£m 

£m 

Interest payable on:



Bank loans and overdrafts

31 

71 

Other loans

230 

280 

Loans from joint ventures


Obligations under finance leases

1 


 

 


262 

354 

Development interest capitalised

(38)

(43)





224 

311 

Interest receivable on:



Deposits and securities

(17)

(20)




Other finance (income) costs:






Expected return on pension scheme assets

(5)

(5)

Interest on pension scheme liabilities




Valuation movements on translation of foreign currency debt

30 

(1)

Hedging reserve recycling

(30)




Net financing expenses - pre exceptional

207 

290 




Exceptional item *



Realisation of cash flow hedges

119 



 

 


119 





Net financing costs

326 

290 







Total financing income

(52)

(26)

Total financing expenses

378 

316 




Net financing costs

326 

290 







Interest on development expenditure is capitalised at a rate of 5.5% (2008: 6%), with current year tax relief of £nil (2008: £nil).




* Due to lower projected Group borrowings as a result of the deleveraging that took place during the year, certain interest rate swap arrangements were no longer required. On close out of these swaps, amounts previously charged to reserves have been recycled through the income statement.





7. Taxation









2009 

2008 

 

 

 

 

£m 

£m 

Tax expense (income)




Current tax






UK corporation tax: 28% (2008: 30%)


Foreign tax



1 





 

 





7 

Adjustments in respect of prior years

(5)

(4)





 

 

Total current tax expense









Deferred tax on income and revaluations

(49)

(46)







Group total taxation (net)

 

(47)

(46)







Tax reconciliation




Loss on ordinary activities before taxation

(3,928)

(1,609)

Less: loss attributable to funds and joint ventures

767 

306 







Group loss on ordinary activities before taxation

(3,161)

(1,303)







Tax on loss on ordinary activities at UK corporation




tax rate of 28% (2008: 30%)


(885)

(391)







Effects of: 






REIT exempt income and gains

881 

390 


Goodwill impairment and amortisation of intangibles


Tax losses and other timing differences

(38)

(45)


Adjustments in respect of prior years

(5)

(4)







Group total taxation

 

(47)

(46)













Tax attributable to underlying profits for the year ended 31 March 2009 is £9m (2008: £8m).

Corporation tax payable at 31 March 2009 was £40m (2008: £25m) as shown in note 12. Deferred tax is calculated on temporary differences under the liability method using a tax rate of 28% (2008: 28%). The movement on deferred tax is as shown below:







Deferred taxation




 

 

 

 

 

 

 

 

1 April 

Credited

31 March 

 

 

2008 

to income 

to reserves 

2009 

 

 

£m 

£m 

£m 

£m 







Property and investment revaluations

93 

(46)

(24)

23 

Other timing differences

4 



Intangible assets

11 

(3)


8 







 

 

108

(49)

(24)

35 













Under the REIT regime development properties which are sold within three years of completion do not benefit from tax exemption. At 31 March 2009 the value of such properties is £1,066m (2008: £1,806m) and if these properties were to be sold and tax exemption was not available the tax arising would be £nil (2008: £75m). No provision is made for this amount as the Group has no current plans to sell these properties. 


8. Property


















Owner- 


 

 

 

Investment 

Development 

occupied 

Total 

 

 

 

£m 

£m 

£m 

£m 








Carrying value at 1 April 2008

9,389 

1,062 

53 

10,504 




 

 

 

 








Additions:

property purchases

126 



126 



other capital expenditure

168 

271 


439 











294 

271 

 

565 








Disposals


(2,068)

(107)


(2,175)

Reclassifications


579 

(579)



Revaluations:







included in income statement

(2,729)

(245)

(20)

(2,994)


included in statement of recognised





  income and expense

(44)

(3)

(47)

Movement in tenant incentives and





contracted rent uplift balances

(29)



(29)




 

 

 

 

Carrying value at 31 March 2009

5,436 

358 

30 

5,824 








Head lease liabilities (note 13)



(14)








Total Group property portfolio valuation at 31 March 2009

 

5,810 















The book value of owner-occupied property is £30m (2008: £53m) after charging £1m (2008: £nil) depreciation to the income statement for the year.








The Group book value of properties of £5,810m (2008: £10,469m) comprises freeholds of £5,189m (2008: £9,357m); virtual freeholds of £182m (2008: £303m); long leaseholds of £436m (2008: £802m) and short leaseholds of £3m (2008: £7m). The historical cost of properties was £6,000m (2008: £7,315m).








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 £5,793m (2008: £10,466m); other valuers £17m (2008: £3m). Valuers of Fund and Joint Venture properties are detailed in note 9.








Properties valued at £3,665m (2008: £7,162m) were subject to a security interest and other properties of non-recourse companies amounted to £1m (2008: £2m).








Included within the property valuation is £67m (2008: £58m) in respect of contracted rent uplift debtors, against which the Group holds a provision of £25m (2008: £8m). 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 and development properties amounts to £51m and £51m (2008: £33m and £84m) respectively.










9. Funds and joint ventures








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




2009 

2008 

 

 

 

£m 

£m 

 

 

 

 

 

Gross rental income


153 

113 

Service charge income


6 






Gross rental and related income

159 

117 






Net rental and related income

145 

106 

Other income and expenditure

(5)

(6)

Net financing costs


(85)

(60)




 

 

Underlying profit before taxation

55 

40 






Net valuation movement (includes profits and losses on disposals)

(833)

(354)

Non-recurring items



Goodwill impairment



(3)




 

 

Loss on ordinary activities before taxation

(778)

(308)






Current tax


2 

Deferred tax


9 






Loss on ordinary activities after taxation

(767)

(306)
















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








Equity 

Loans 

Total 

 

 

£m 

£m 

£m 






At 1 April 2008

1,492 

40 

1,532 

Additions

214 

18 

232 

Disposals


(1)

(1)

Reallocation of tax balances to Group

21 


21 

Share of loss after taxation

(767)


(767)

Distributions and dividends:

capital

(2)

(1)

(3)


revenue

(43)

(4)

(47)

Hedging movements

(16)

(15)






At 31 March 2009

899 

53 

952 











At 31 March 2009 the investment in Joint Ventures included within the total investment in Funds and Joint Ventures was £585m (2008: £833m).






Distributions in the year include the receipt of £25m from HUT, £4m from PREF, £4m (£2m capital) from CLOUT and £10m from Tesco Joint Ventures.






At 31 March 2009 the Group's share of funds and joint ventures properties is £2,815m (2008: £3,002m); external net debt is £1,863m (2008: £1,378m) and the mark to market adjustment for external debt is £236m asset (2008: £74m 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 £1,721m (2008: £1,935m), Knight Frank LLP an aggregate value of £787m (2008: £1,067m), and £307m (2008: £nil) held at Directors' valuation.


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









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

MSC Property Intermediate Holdings Ltd

BL Sainsbury Superstores Ltd

BLT Properties Ltd

The Tesco British Land Property Partnership

Tesco BL Holdings Ltd

The Tesco Aqua Limited Partnership+

The Scottish Retail Property Limited Partnership 

 

 

 

 

 

 

 

 

 

 

 

 

 

 








Partners

LSP Green Park Property Trust

J Sainsbury plc 

Tesco plc 

Tesco

plc 

Tesco plc 

Tesco plc 

Land Securities Group PLC 









Group share

50% 

50% 

50% 

50% 

50% 

50% 

50% 









Date established

February 2009 

March 2008 

November 1996 

February 1998 

November 1999 

March 2007 

March 2004 









Accounting period

7 weeks ended 31 March 2009 

Year ended 31 March 2009 

Year ended 31 March 2009 

Year ended 31 March 2009 

Year ended 31 March 2009 

Year ended 31 March 2009 

Year ended

31 March 2009 

 

 

 

 

 

 

 

 

Summarised income statements

£m 

£m 

£m 

£m 

£m 

£m 

£m 

















Gross rental and related income

10 

62 

17 

29 

30 

21 









Net rental and related income

10 

62 

17 

29 

30 

12 

Other income and expenditure 

(1)

(1)





Net interest - External

(6)

(36)

(9)

(2)

(18)

(29)

(6)

  - Shareholders






Net interest payable

(6)

(36)

(9)

(2)

(18)

(29)

(6)

Underlying profit before taxation

25 

11 









Deficit on revaluation

(14)

(226)

(69)

(18)

(113)

(65)

(108)

Disposal of fixed assets






Goodwill impairment







Non-recurring items

 

 

 

 

 

 

 

Loss on ordinary activities before taxation

(11)

(201)

(61)

(13)

(102)

(64)

(101)









Current tax



(5)


(8)



Deferred tax















Loss on ordinary activities after taxation

(11)

(201)

(66)

(13)

(110)

(64)

(101)









































Summarised balance sheets

£m 

£m 

£m 

£m 

£m 

£m 

£m 









Investment properties

1,165 

964 

255 

94 

492 

532 

179 

Development properties

 

 

 

 

 

 

 

Total properties

1,165 

964 

255 

94 

492 

532 

179 









Current assets

12



Upstream loans to joint venture shareholders

 


21 





Cash and deposits

23 

18 

14 

Gross assets

1,200 

985 

285 

97 

501 

549 

186 









Current liabilities

(46)

(34)

(12)

(4)

(23)

(86)

(21)

Bank debt falling due within one year


(315)



Bank debt falling due after one year

(185)

(45)


(485)


Securitised debt

(831)

(697)





(119)

Obligations under finance leases

(6)






(11)

Deferred tax

 

 

 

 

 


 

Gross liabilities

(883)

(731)

(197)

(49)

(338)

(571)

(151)









Net external assets (liabilities)

317 

254 

88 

48 

163 

(22)

35 









Represented by:







Shareholder loans



57 

14 

Ordinary shareholders' funds / Partners' capital

317 

252 

88 

46 

163 

(79)

21 

Total investment

317 

254 

88 

48 

163 

(22)

35 









Capital commitments

 

 

 

 

 

13 









+ 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.












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








 

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

Hercules Unit Trust 

Hercules Income Fund 

Pillar Retail Europark Fund 


Other Joint Ventures and Funds 


*

JV & Fund TOTAL Group Share 2009

JV & Fund TOTAL Group share 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Group share

36.27% 

26.12% 

35.23% 

+

At Group Share 




 

 

 

 

 

 

 

 

 

Date established

Sep 2000 

Sep 2004 

Mar 2004 















Accounting period

Year ended   31   March 2009 

Year ended 31 March 2009 

Year ended 31 December 2008 






 

 

 

 

 

 

 

 

Summarised income statements

£m 

£m 

£m 

 

£m 

 

£m 

£m 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross rental and related income

118 

36 

 

14 

 

159 

117 










Net rental and related income

107 

27 


11 


145 

106 

Other income and expenditure 

(3)


(6)


(1)


(5)

(6)

Net interest - External

(59)

(1)

(14)


(6)


(86)

(61)

  - Shareholders




Net interest payable

(59)

(1)

(14)

 

(5)

 

(85)

(60)

Underlying profit before taxation

45 



55 

40 










Deficit on revaluation

(683)

(48)

(205)


(123)


(762)

(367)

Disposal of fixed assets

(165)


(4)


(10)


(71)

13 

Goodwill impairment







(3)

Non-recurring items

 

 

 

 

 

 

 

Loss on ordinary activities before taxation

(803)

(42)

(202)


(128)


(778)

(308)










Current tax



(1)



2 

Deferred tax



24 












Loss on ordinary activities after taxation

(803)

(42)

(179)

 

(118)

 

(767)

(306)














































Summarised balance sheets

£m 

£m 

£m 

 

£m 

 

£m 

£m 










Investment properties

1,535 

81 

479 


188 


2,775 

2,889 

Development properties

 

 

 

 

49 

 

49 

119 

Total properties

1,535 

81 

479 


237 


2,824 

3,008 










Current assets

138 

28 


20 


92 

57 

Upstream loans to joint venture shareholders


20 


31 

23 

Cash and deposits

63 

15 


24 


92 

102 

Gross assets

1,736 

86 

522 

 

301 

 

3,039 

3,190 










Current liabilities

(55)

(4)

(49)


(41)


(192)

(166)

Bank debt falling due within one year

(14)



(46)


(207)

(2)

Bank debt falling due after one year

(272)


(71)


(525)

(712)

Securitised debt

(907)






(1,152)

(763)

Obligations under finance leases





(9)

(6)

Deferred tax

 


(6)




(2)

(9)

Gross liabilities

(962)

(18)

(327)

 

(158)

 

(2,087)

(1,658)










Net external assets

774 

68 

195 

 

143 

 

952 

1,532 










Represented by:








Shareholder loans




16 


54 

60 

Ordinary shareholders' funds / Partners' capital

774 

68 

195 


127 


898 

1,472 

Total investment

774 

68 

195 

 

143 

 

952 

1,532 










Capital commitments

13 

 

 

 

 

12 

79 

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

+ When the fund is fully invested, this will reach approximately 40%. The Group share at 31 March 2008 was 30.26%.



10. Other non-current assets

 


Other 

Intangible

 

investments

assets

 

£m 

£m 




At 1 April 2008

196 

39 

Revaluation of investments

(157)


Depreciation

(1)


Amortisation


(14)




At 31 March 2009

38 

25 







Other investments include £28m (2008: £185m) relating to the Group's 17.8% interest in Songbird Estates plc, which owns 60.8% of Canary Wharf Group plc. In view of the control rights of other shareholders, the investment is not equity accounted. £69m of the valuation write down is reflected in the income statement, and £88m in the statement of recognised income and expense.




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 2009 being £54m (2008: £40m).







11. Debtors




2009 

2008 

 

£m 

£m 




Trade and other debtors+

103 

101 

Prepayments and accrued income

15 

Interest rate derivatives*

16 

17 




 

123 

133 




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

+ Included within this balance is deferred consideration of £43m (2008: £9m) arising on the sale of investment properties. The timing of the receipt is uncertain and may fall due after one year.




Trade and other debtors are shown after deducting a provision for bad and doubtful debts of £6m (2008: £9m). The charge to the income statement was £3m (2008: £4m).




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




2009 

2008 

 

£m 

£m 




Trade creditors

129 

90 

Amounts owed to joint ventures

33 

29 

Corporation tax

40 

25 

Other taxation and social security

11 

13 

Accruals and deferred income

202 

262 

Interest rate derivatives*

109 

31 




 

524 

450 




* 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




2009 

2008 

 

£m 

£m 




Trade and other creditors

27 


Obligations under finance leases 

14 

35 

Minority interest




 

45 

38 






14. Net debt 










2009 

2008 

 

 

 

 

Footnote

£m 

£m 

Secured on the assets of the Group



Class A1 4.986% Bonds 2037

1.1, 2


602 

Class A2 Floating Rate Bonds 2037

1.1, 2


60 

Class B 4.988% Bonds 2037

1.1, 2


171 

Class A4 4.821% Bonds 2036

1.2

396 

396 

Class C2 5.098% Bonds 2035

1.2

217 

217 

Class B 4.999% Bonds 2033

1.2

365 

365 

Class A3 4.851% Bonds 2033

1.2

174 

174 

Class A1 Floating Rate Bonds 2032

1.2

224 

224 

Class A2 4.949% Bonds 2031

1.2

288 

295 

Class D Floating Rate Bonds 2025

1.2

112 

130 

Class C1 Floating Rate Bonds 2022

1.2

215 

235 

9.125% First Mortgage Debenture Stock 2020

1.3

40 

40 

6.125% First Mortgage Debenture Stock 2014

1.3

45 

45 

10.3125% First Mortgage Debenture Stock 2011

1.3

42 

44 

5.264% First Mortgage Debenture Bonds 2035

327 

327 

5.0055% First Mortgage Amortising Debentures 2035

104 

105 

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 

100 

Floating Rate Secured Loan Notes 2035

256 

256 

Loan notes

 

 

 

5 

 

 

 

 

 

 

 






3,420 

4,302 








Unsecured






 

 

 

 

 

 

 

5.50% Senior Notes 2027



98 

98 

6.30% Senior US Dollar Notes 2015

3

108 

77 

Bank loans and overdrafts



139 

785 

 

 

 

 

 

 

 






345 

960 

Gross debt



4

3,765 

5,262 








Interest rate derivatives: liabilities

109 

31 

Interest rate derivatives: assets


(16)

(17)

 

 

 

 

 

 

 






3,858 

5,276 

Cash and short-term deposits

5

(616)

(244)

 

 

 

 

 

 

 

Net debt

 

 

 

3,242 

5,032 















Maturity analysis of net debt



2009 

2008 

 

 

 

 

 

£m 

£m 








Repayable:


within one year and on demand

49 

111 

between:


one and two years

148 

51 




two and five years

439 

712 




five and ten years

553 

1,117 




ten and fifteen years

436 

613 




fifteen and twenty years

835 

943 




twenty and twenty five years

930 

912 




twenty five and thirty years

375 

803 






3,716 

5,151 

Gross debt




3,765 

5,262 

Interest rate derivatives



93 

14 

Cash and short term deposits


(616)

(244)








Net debt

 

 

 

3,242 

5,032 








Total borrowings where any instalments are due after five years are £1,702m (2008: £3,084m).




















2009 

2008 






£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

Meadowhall Finance PLC


833 


1.2

Broadgate Financing PLC

1,991 

2,036 


1.3

BLD Property Holdings Ltd

127 

129 








2

The Meadowhall Finance PLC securitisation group is owned indirectly by MSC Property Intermediate Holdings Limited which on 11 February 2009 became a joint venture with LSP Green Park Property Trust.


3

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

4

The principal amount of gross debt at 31 March 2009 was £3,746m (2008: £5,275m). Included in this, the principal amount of secured borrowings and other borrowings of non-recourse companies was £3,412m (2008: £4,294m).


5

Cash and deposits not subject to a security interest amount to £215m (2008: £78m).









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 2009 the ratio is 83%:

i. Net Borrowings are £3,186m, being the principal amount of gross debt of £3,746m plus amounts owed to joint ventures of £33m and TPP Investments Ltd of £23m (see note 16), less the cash and short-term deposits of £616m; and 

ii. Adjusted Capital and Reserves are £3,831m, being share capital and reserves of £3,209m (see note 17), adjusted for £25m of deferred tax (see note 2), £444m exceptional refinancing charges (see note 17) and £153m mark to market on interest rate swaps (see note 2); and

Net Unsecured Borrowings not to exceed 70% of Unencumbered Assets.  

At 31 March 2009 the ratio is 6%:

i. Net Unsecured Borrowings are £152m, being the principal amount of gross debt of £3,746m plus amounts owed to joint ventures of £33m less cash and deposits not subject to a security interest of £215m less the principal amount of secured and non-recourse borrowings of £3,412m; and

ii. Unencumbered Assets are £2,549m being properties of £5,810m (see note 8) plus investments in funds and joint ventures of £952m (see note 9) and other investments of £38m (see note 10) less investments in joint ventures of £585m (see note 9) and encumbered assets of £3,666m (see note 8).

The Group Loan to Value ratio at 31 March 2009 is 46%, being gross debt of £3,765m less cash and short-term deposits of £616m, divided by total Group property of £5,810m (see note 8) plus investments in Funds and Joint Ventures of £952m (see note 9) and other investments of £38m (see note 10).

 

 



















Interest rate profile - including effect of derivatives







2009 

2008 

 

 

 

£m 

£m 







Fixed rate



3,879 

5,248 

Variable rate (net of cash)


(637)

(216)







Net debt

 

 

3,242 

5,032 



















Reconciliation of movement in Group Net Debt to Cash Flow Statement








2008 

Disposals*

Cash flow

Non cash

2009 

 

£m 

£m 

£m 

£m 

£m 







Per Cash Flow Statement:




Cash and short-term deposits

(244)


(372)


(616)

Overdrafts

 

(5)

 

 

Cash and cash equivalents

(239)


(377)


(616)







Term debt (excluding overdrafts)

5,257 

(835)

(714)

57 

3,765 

Fair value of interest rate derivatives

14 



79 

93 

 






Net debt

5,032 

(835)

(1,091)

136 

3,242 

* Excluding cash and overdrafts. Represents the principal of securitised debt in MSC Property

Intermediate Holdings Ltd on formation of the joint venture.   



14. Net debt (continued)











Maturity of committed undrawn borrowing facilities








2009 

2008 

 

£m 

£m 

Expiring:




 

 

 

 

within one year


89 

77 

 

 

 

 

between:




 

 

 

 

one and two years

265 

80 

two and three years

775 

221 

three and four years

80 

709 

four and five years

905 

80 

over five years

 

836 

1,266 

 

 

 

 

Total

 

2,950 

2,433 





The above facilities are those freely available to be drawn for Group purposes. There is an additional undrawn 364 day revolving liquidity facility of £185m which is only available for the requirements of the Broadgate securitisation.













Comparison of market values and book values at 31 March 2009






Market

Book 


 

Value

Value

Difference

 

£m 

£m 

£m 





Securitisations

1,383 

1,991 

(608)

Debentures and unsecured bonds

1,091 

1,374 

(283)

Bank debt and other floating rate debt

400 

400 


Cash and short-term deposits

(616)

(616)







2,258 

3,149 

(891)





Other financial (assets) liabilities:



interest rate derivative assets

(16)

(16)


interest rate derivative liabilities

109 

109 



 

 

 


93 

93 






Total

2,351 

3,242 

(891)





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 £55m (2008: 8.75 pence per share, totalling £45m) was approved by the Board on 20 May 2009 and is payable on 14 August 2009 to shareholders on the register at the close of business on 10 July 2009. An enhanced scrip alternative is to be offered to shareholders with the 4th interim dividend. Further details will be avaliable with the Annual General Meeting notice circular.









The cash dividend (but not the share alternative) will be all PID. 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

Pence per share

2009 

2008 

Date

 

PID

Non-PID

Total

Restated Total*

£m 

£m 









Current year dividends







14.08.2009

2009 4th interim

6.50


6.50 

6.50 



15.05.2009

2009 3rd interim

9.38 


9.38 

7.77 



13.02.2009

2009 2nd interim

2.00 

7.37 

9.37 

7.76 

47 


14.11.2008

2009 1st interim

6.70 

2.68 

9.38 

7.77 

48 




24.58 

10.05 

34.63 

29.80 



Prior year dividends







15.08.2008

2008 Final

8.75 


8.75 

7.25 

45 


19.05.2008

2008 3rd interim

4.25 

4.50 

8.75 

7.25 

45 


15.02.2008

2008 2nd interim

4.25 

4.50 

8.75 

7.25 


44 

16.11.2007

2008 1st interim

4.25 

4.50 

8.75 

7.25 


45 



21.50 

13.50 

35.00 

29.00 











17.08.2007

2007 Final


8.25 

8.25 

6.84 


43 

18.05.2007

2007 2nd interim

6.50 

6.50 

5.39 


34 

 

 

 

 

 

 

 

 

Dividends in Reconciliation of Movement in Shareholders' Funds


185 

166 

Timing difference relating to payment of withholding tax



3 

(5)

Dividends in Cash Flow Statement

 

 

 

188 

161 









+ Any shareholder elections to recieve shares instead of the cash dividend will not be PID.

* Shares issued on 19 March 2009 pursuant to the Rights Issue were only entitled to dividends commencing with the 4th interim dividend payable on 14 August 2009. For comparability the table above is restated for all past dividends to reflect the increase in the number of shares in issue. See note 2.

















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 (2008: £23m) and recourse is only to the partnership assets.










17. Share capital and reserves




















Number of 

Share 

Share 

Merger 

Other 

Retained 


 

 

 

 shares 

capital 

premium 

reserve 

reserves 

earnings 

Total 

 

 

 

m 

£m 

£m 

£m 

£m 

£m 

£m 





















At 1 April 2008


522 

131 

1,269 


335 

5,055 

6,790 











Total recognised income and expense



(474)

(3,664)

(4,138)

Share issues


341 

86 

(25)

682 



743 

Adjustment for share and share








option awards






(1)

(1)

Transfer





(682)


682 


Dividends paid in the year





(185)

(185)

 

 

 

 

 

 

 

 

 

 

At 31 March 2009

863 

217 

1,244 

 

(139)

1,887 

3,209 











The authorised share capital is 887,000,000 25p ordinary shares (2008: 800,000,000).

The number of shares held in Treasury is 11,266,245 (2008: 11,266,245).

 

The number of shares held in the ESOP trust is 2,040,620 (2008: 2,307,730).











In calculating Adjusted Capital and Reserves for the purpose of the unsecured debt financial covenants, there is an adjustment of £444m to reflect the cumulative net amortised exceptional items relating to the refinancings in the years ending 31 March 2005, 2006 and 2007, see also note 14.  











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.











Other reserves



















Other reserves comprise the following reserve accounts:











(i)

Hedging reserve - The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow and foreign currency hedging instruments.

 











(ii)

Translation reserve - The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations as well as the translation of the liabilities that hedge the Company's net investment in a foreign subsidiary.

 

 

 










(iii)

Revaluation reserve - The revaluation reserve relates to development properties and other investments.











(iv)

Equity reserve - The equity reserve represents the equity component of the irredeemable convertible bonds, which were converted during the year ended 31 March 2005, net of the related deferred tax asset.

 





















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 regularly provided to the Chief Operating Decision Maker, are set out below:













Offices

Retail

Other

Total



2009 

2008 

2009 

2008 

2009 

2008 

2009 

2008 

 

 

£m 

£m 

£m 

£m 

£m 

£m 

£m 

£m 

Revenue

278 

317 

268 

366 

26 

32 

572 

715 

Net rental income

230 

230 

206 

314 

17 

17 

453 

561 

Segment assets

3,572 

5,506 

3,012 

6,235 

976 

907 

7,560 

12,648 

Capital expenditure

383 

537 

170 

105 

12 

17 

565 

659 











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



Table A


























Summary income statement based on proportional consolidation





 

 

 

 

 

 

 

 

 

 

 

 

 

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 funds and joint ventures consolidated on a line by line, i.e. proportional basis. The underlying profit before tax and total loss after tax are the same as presented in the consolidated income statement.

 

 

 

 















Q4 


Q3 


Q2 


Q1 







3 months ended


Year ended



31 Mar 


31 Dec 

 

30 Sep 

 

30 Jun 

 

31 Mar 

 

31 Mar 


 

2009 

 

2008 

 

2008 

 

2008 

 

2009 

 

2008 

 

£m 

£m 

£m 

 

£m 

£m 

£m 

 














Gross rental income

160 

 

159 

 

162 

 

169 

 

650 

 

709 















Net rental income

130 


151 


155 


162 


598 


667 















Fees and other income





20 


40 















Administrative expenses

(9)


(16)


(16)


(17)


(58)


(73)















Net interest costs

(66)


(76)


(74)


(76)


(292)


(350)



 

 

 

 

 

 

 

 

 

 

 


Underlying profit before taxation

61 


63 


70 


74 


268 


284 















Non-recurring items























Net valuation movement (includes profits and losses on disposal)

(967)


(1,635)


(821)


(651)


(4,074)


(1,916)



























Realisation of cash flow hedges

(78)


(41)






(119)

















Amortisation of intangible asset

(3)


(4)


(3)


(4)


(14)


(15)















Songbird Estates plc dividend (capital)





 


30 















Goodwill impairment









(3)



 

 

 










Loss on ordinary activities before taxation

(987)


(1,617)

 

(754)

 

(581)

 

(3,939)

 

(1,611)















Tax charge relating to underlying profit

(3)


(2)


(3)


(1)


(9)


(8)















Deferred tax


27 


12 


11 


58 


47 















Other taxation




(2)



9 




 

 

 

 

 

 

 

 

 

 

 


Loss for the period after taxation

(982)

 

(1,587)

 

(747)

 

(565)

 

(3,881)

 

(1,563)















Underlying earnings per share - diluted basis

p

10 

p*

11 

p*

12 

p*

41 

p+

44 

p*








































The underlying earnings per share is calculated on underlying pre tax profit of £268m (2008: £284m), tax attributable to underlying profits of £9m (2008: £8m) and fully diluted shares numbering 632m (2008: 623m*). Gross rental income excludes service charge receivable.

 


+ The difference between the aggregate of the four quarters' EPS and the annual EPS arises due to the impact of the Rights Issue on the weighted average number of shares.

 

 

* As restated - see note  2.












Table A (continued)









Summary balance sheets based on proportional consolidation

 

 

 

 

 

 

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 share of funds and joint venture assets and liabilities included on a line by line, i.e. proportional basis and assuming full dilution.

 

 

 

 






 

2009 

 

2008 

 

£m 

 

£m 


 

 

 

 

 

Retail properties

4,867 


7,661 


Office properties

3,570 


5,505 


Other properties

188 

 

305 


Total properties

8,625 


13,471 







Other investments

38 


197 


Intangible assets

25 


39 


Other net liabilities

(360)


(358)


Net debt

(4,941)


(6,413)


 

 

 

 


EPRA NAV

3,387 


6,936 


 

 

 

 


EPRA NAV per share (note 2)

398 

p

1114 

p*











Calculation of EPRA NNNAV per share

2009 


2008 


 

£m 

 

£m 

 






EPRA NAV

3,387 


6,936 







Deferred tax arising on revaluation movements

(25)


(102)


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

(153)



Mark to market on debt

1,116 


582 


 

 

 

 


EPRA NNNAV

4,325 

 

7,419 

 

 

 

 

 

 

EPRA NNNAV per share

508 

p

1191 

p*






EPRA NNNAV is the EPRA NAV adjusted to reflect the fair value of debt and derivatives and to include the deferred taxation on revaluations.

















Total property valuations including share of funds and joint ventures






2009 


2008 


 

£m 

 

£m 

 






British Land Group

5,810 


10,469 







Share of funds and joint ventures




Investment properties

2,775 


2,889 


Development properties

49 


119 


Head lease liabilities

(9)


(6)



 

 

 



2,815 


3,002 







Total property portfolio valuation

8,625 

 

13,471 







* As restated - see note 2.











This information is provided by RNS
The company news service from the London Stock Exchange
 
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