Big Yellow Group PLC
Annual Report and Accounts 2015

Financial Review

Total revenue for the year was £84.3 million, an increase of £12.1 million (17%) from £72.2 million in the prior year.

Delivering results

Financial results

Placing and acquisition of Big Yellow Limited Partnership

In November 2014 the Group issued 14.35 million new ordinary shares at 547.5 pence per share raising £76.4 million (net of expenses).

Following the Placing the Group completed the buy-out of its partner Pramerica Real Estate Investors from its existing joint venture, Big Yellow Limited Partnership (accelerated from the option date of 31 March 2015). The purchase price was £39.25 million, close to the book value at 30 September 2014 and was paid in cash.

Big Yellow Limited Partnership was created in November 2007 and the portfolio consisted of 12 stores located in Birmingham, Camberley, Edinburgh, High Wycombe, Leeds, Liverpool, Nottingham, Poole, Reading, Sheffield (two stores) and Stockport. At the price paid the portfolio had an implied first year pre-admin net operating income yield of 6.8%, rising to 8.1% if the stores achieve 85% occupancy at today’s rental levels.

Revenue

Total revenue for the year was £84.3 million, an increase of £12.1 million (17%) from £72.2 million in the prior year. The revenue excluding the Partnership stores consolidated from 1 December was £80.6 million for the year, representing an increase of 12% from last year. The other revenue is fee income earned from Big Yellow Limited Partnership (until 30 November), management fee income from the Armadillo Partnerships, and tenant income on sites where we have not started development.

Other sales (included within the above), comprising the selling of packing materials, insurance and storage related charges, represented 16.8% of storage income for the year (2014: 17.5%) and generated revenue of £11.8 million for the year, up 13% from £10.5 million in 2014.

The table below reconciles the quarterly store revenue compared to the prior year, showing the impact on revenue of the Partnership stores acquired on 1 December 2014.

Quarter Same stores*
2015
£m
Same
stores
2014
£m
% BYLP stores
consolidated
£m
2015
total
£m
% increase
on 2014
April to June 18.6 16.7 11% 18.6 11%
July to September 20.5 18.4 11% 20.5 11%
October to December 20.3 17.9 13% 1.0 21.3 19%
January to March 19.6 17.7 11% 2.7 22.3 26%
Total 79.0 70.7 12% 3.7 82.7 17%
*
the same stores are the Big Yellow stores excluding the BYLP stores.

Operating costs

Cost of sales comprises principally of the direct store operating costs, including store staff salaries, utilities, business rates, insurance, a full allocation of the central marketing budget, and repairs and maintenance.

Cost of sales in the income statement has increased by £2.4 million (9%) to £27.4 million (2014: £25.0 million). Of this increase £1.4 million relates to the operating costs of the Partnership stores from 1 December 2014. The operating costs of the new stores at Gypsy Corner, Oxford 2 and Chester account for £0.7 million of the increase, with the remaining increase of £0.3 million due to general inflationary pressures in part offset by rates rebates received at a couple of stores.

Administrative expenses in the income statement have increased by £0.9 million compared to the prior year, largely due to an increase of £0.6 million in the share based payment charge and associated national insurance on the vesting of share incentives. £2.1 million of the £8.5 million administrative expense is non-cash IFRS 2 share-based payment charges.

Store EBITDA

Store EBITDA for the year was £55.3 million, an increase of £9.6 million (21%) from £45.7 million for the year ended 31 March 2014. Of this increase £2.3 million relates to the Partnership stores from 1 December 2014. The EBITDA after adjusting for this is £53.0 million, an increase of 16% from the prior year.

The overall EBITDA margin for all Big Yellow stores during the year was 66.4%, compared to 63.8% last year.

Interest expense on bank borrowings

The gross bank interest expense for the year was £10.1 million, a decrease of £0.7 million from the prior year. This reflects the reduction in debt costs after the refinancing during the year, partly offset by the increase in debt in December 2014 following the acquisition of Big Yellow Limited Partnership and the acquisition of the freehold of our Battersea store. The average cost of borrowing during the year was 3.9%, compared to 4.5% in the prior year.

Total interest payable has decreased in the statement of comprehensive income from £11.3 million to £10.7 million principally due to the decrease in the gross bank interest expense. Capitalised interest decreased by £0.1 million from the prior year, with the Group constructing its store at Enfield in the current year, compared with constructing Gypsy Corner during the prior year.

Profit before tax

The Group made a profit before tax in the year of £105.2 million, compared to a profit of £59.8 million in the prior year.

After adjusting for the gain on the revaluation of investment properties and other matters shown in the table below, the Group made an adjusted profit before tax in the year of £39.4 million, up 35% from £29.2 million in 2014.

Profit before tax analysis 2015
£m
2014
£m
Profit before tax 105.2 59.8
Gain on revaluation of investment properties (64.5) (28.3)
Movement in fair value on interest rate derivatives 2.3 (2.7)
Gains on surplus land (1.3)
Share of non-recurring (gains)/losses in associates (2.3) 0.4
Adjusted profit before tax 39.4 29.2

The movement in the adjusted profit before tax from the prior year is illustrated in the table below:

  £m
Adjusted profit before tax – year ended 31 March 2014 29.2
Increase in gross profit 9.8
Reduction in net interest payable 0.8
Increase in administrative expenses (0.9)
Increase in share of recurring profit of associates 0.6
Decrease in capitalised interest (0.1)
Adjusted profit before tax – year ended 31 March 2015 39.4

Diluted EPRA earnings per share based on adjusted profit after tax was up 32% to 27.1p (2014: 20.5p) (see note 12). Basic earnings per share for the year was 72.5p (2014: 42.5p) and fully diluted earnings per share was 71.9p (2014: 42.2p).

REIT status

The Group converted to a Real Estate Investment Trust (“REIT”) in January 2007. Since then the Group has benefited from a zero tax rate on the Group’s qualifying self storage earnings. The Group only pays tax on the profits attributable to our residual business, comprising primarily of the sale of packing materials and insurance, and fees earned from Big Yellow Limited Partnership and from the management of the Armadillo portfolio.

REIT status gives the Group exemption from UK corporation tax on profits and gains from its qualifying portfolio of UK stores. Future revaluation gains on developments and our existing open stores will be exempt from corporation tax on capital gains, provided certain criteria are met.

The Group has a rigorous internal system in place for monitoring compliance with criteria set out in the REIT regulations. On a monthly basis, a report to the Executive on compliance with these criteria is carried out. To date, the Group has complied with all REIT regulations, including forward looking tests.

Taxation

There is a tax credit in the current year of £0.4 million. This compares to a tax charge in the prior year of £0.3 million.

We received a refund of £0.2 million in the year in respect of the conversion charge paid when the Group converted to a REIT in January 2007. This was in respect of two properties which did not provide REITable supplies prior to their disposal. The balance of the credit relates to a release of part of the prior year tax charge offset by the current year tax provision.

Dividends

REIT regulatory requirements determine the level of Property Income Dividend (“PID”) payable by the Group. On the basis of the full year distributable reserves for PID purposes, a PID of 16.1 pence per share is payable (31 March 2014: 13 pence per share PID).

The Board is recommending the payment of a final dividend of 11.3 pence per share. The table below summarises the declared dividend for the year:

Dividend (pence per share) 31 March
2015
31 March
2014
Interim dividend – PID 10.4p 8.0p
  – discretionary nil p nil p
  – total 10.4p 8.0p
Final dividend – PID 5.7p 5.0p
  – discretionary 5.6p 3.4p
  – total 11.3p 8.4p
Total dividend – PID 16.1p 13.0p
  – discretionary 5.6p 3.4p
  – total 21.7p 16.4p

Subject to approval by shareholders at the Annual General Meeting to be held on 21 July 2015, the final dividend will be paid on 23 July 2015. The ex-div date is 11 June 2015 and the record date is 12 June 2015.

Cash flow growth

The Group is strongly cash generative and draws down from its longer term committed facilities as required to meet obligations.

A summary of the cash flow for the year is set out in the table below:

  Year ended
31 March 2015
£000
Year ended
31 March 2014
£000
Cash generated from operations 51,875 43,290
Net finance costs (including tax) (9,478) (10,538)
Free cash flow 42,397 32,752
Capital expenditure (including finance lease payments) (43,704) (9,570)
Acquisition of Big Yellow Limited Partnership (37,406)
Acquisition of Big Storage Limited (15,114)
Asset sales (including Big Storage Limited) 10,429
Receipt from Capital Goods Scheme 3,557 756
Investment in associates (net of dividends received) (3,620)
Cash flow after investing activities (43,461) 23,938
Ordinary dividends (27,890) (19,591)
Issue of share capital 77,094 42
Non-recurring finance costs (4,057)
Net movement on Big Storage loans 4,241
Repayment of Partnership loan (57,000)
Increase/(decrease) in borrowings 55,966 (8,938)
Net cash inflow/(outflow) 4,893 (4,549)
Opening cash and cash equivalents 3,301 7,850
Closing cash and cash equivalents 8,194 3,301
Debt (285,334) (229,368)
Net debt (277,140) (226,067)

Free cash flow pre-capital expenditure increased by 29% to £42.4 million for the year (2014: £32.8 million). In the year capital expenditure outflows were £43.7 million, up from £9.6 million in the prior year. During the year we acquired an existing store in Oxford, the freehold of Chester, the freehold of our store in Battersea and paid the deposit on acquiring a site in Cambridge. We also constructed our Enfield store and invested in Phase 2 fit outs. Additionally, as discussed elsewhere in this report, we acquired the two thirds share of Big Yellow Limited Partnership and acquired, and subsequently disposed of the share capital of Big Storage Limited with four stores excluding the leasehold interest in Chester.

The cash flow after investing activities was a net outflow of £43.5 million in the year, compared to an inflow of £23.9 million in 2014; the reduction being due to the increase in capital expenditure in the year. The non-recurring finance costs in the year relate to £1.4 million of payments made to cancel interest rate derivatives and £2.6 million relating to arrangement fees paid for the M&G and senior debt loans.

Balance sheet

Property

The Group’s 69 stores and four stores under development at 31 March 2015, which are classified as investment properties, have been valued by Cushman & Wakefield (“C&W”) and this has resulted in an investment property asset value of £1,022.8 million, comprising £965.5 million (94.4%) for the 63 freehold (including two long leaseholds) open stores, £41.6 million (4.1%) for the six short leasehold open stores and £15.7 million (1.5%) for the four investment properties under construction.

Analysis of property portfolio Value at
31 March
2015
£m
Revaluation
movement
in year
£m
Investment property 1,007.1 63.6
Investment property under construction 15.7 0.9
Total 1,022.8 64.5

Investment property

Each Big Yellow store is reviewed and valued individually by Cushman & Wakefield LLP (“C&W”). The Armadillo stores have been valued by Jones Lang LaSalle.

The valuations in the current year have grown from the prior year, with a revaluation surplus of £63.6 million on the open Big Yellow stores. Of this increase 75% is due to an improvement in the cap rate used in the valuations, reflecting transactional evidence and a wider shift in the UK real estate market in the last six months. The balance of the increase (25%) is due to the growth in cash flow from the assets.

The valuation is based on an average occupancy over the 10 year cash flow period of 79.9% across the whole portfolio.

  Mature Established Developing  
  Leasehold Freehold Freehold Freehold Total
Number of stores 6 44 14 5 69
MLA capacity (sq ft) 398,000 2,723,000 883,000 340,000 4,344,000
Valuation at 31 March 2015 (£m) 41.6 689.6 183.9 92.0 1,007.1
Value per sq ft (£) 105 253 208 271 232
Occupancy at 31 March 2015 78.1% 74.9% 69.4% 63.2% 73.2%
Stabilised occupancy assumed 81.2% 80.2% 82.3% 84.8% 81.1%
Net initial yield pre-admin expenses 11.2% 6.4% 6.1% 4.7% 6.4%
Stabilised yield assuming no rental growth 12.0% 7.0% 7.6% 7.7% 7.4%

The initial yield pre-administration expenses assuming no rental growth is 6.4% (2014: 6.3%) rising to a stabilised yield of 7.4% (2014: 7.8%). The stores are assumed to grow to stabilised occupancy in 26 months on average. Note 14 contains more detail on the assumptions underpinning the valuations.

There is very little transaction activity in the prime self storage market, although there has been some activity for secondary assets. As referenced in note 14, C&W’s valuation report further confirms that the properties have been valued individually but that if the portfolio was to be sold as a single lot or in selected groups of properties, the total value could differ significantly. C&W state that in current market conditions they are of the view that there could be a material portfolio premium.

Investment property under construction

The three wholly owned development sites (excluding Gypsy Corner which was transferred to investment property in the year) have increased in value by £6.0 million, £5.1 million relating to capital expenditure incurred, with the balance of £0.9 million a revaluation surplus.

Purchaser’s cost adjustment

As in prior years, we have instructed an alternative valuation on our assets using a purchaser’s cost assumption of 2.75% (see note 14 for further details) to be used in the calculation of our adjusted diluted net asset value. This Red Book valuation on the basis of 2.75% purchaser’s costs, results in a higher property valuation at 31 March 2015 of £1,068.4 million (£45.6 million higher than the value recorded in the financial statements). With the share of uplift on the revaluation of the Armadillo stores, this translates to 29.3 pence per share.

The revised valuation translates into an adjusted net asset value per share of 510.4 pence (2014: 446.5 pence) after the dilutive effect of outstanding share options.

Surplus land

At 31 March 2015 the Group owned £3.3 million of land surplus to our requirements at one site. We aim to sell this surplus land once we have maximised its realisable value through planning improvements. The site is held at the lower of cost and net realisable value and has not been externally valued.

In September, the Group sold its surplus site at Guildford Central for £2.8 million, representing a profit over book value of £1.3 million.

Receivables

At 31 March 2015 we have a receivable of £9.2 million in respect of payments due back to the Group under the Capital Goods Scheme as a consequence of the introduction of VAT on self storage from 1 October 2012.

On acquisition of the remaining 66.7% of Big Yellow Limited Partnership, the Group’s receivable under the Capital Goods Scheme increased by £3.4 million.

The debtor has been discounted in accordance with International Accounting Standards to the net present value using the Group’s average cost of debt, with £0.5 million of the discount being unwound through interest receivable in the period. The gross value of the debtor before discounting is £10.3 million.

The Group received £3.6 million under the Capital Goods Scheme during the year, with the October 2015 receipt accelerated to January 2015 following the merger of the Group’s two VAT groups.

Movement in adjusted NAV

The year on year movement in adjusted net asset value (see note 12) is illustrated in the table below:

Movement in adjusted net asset value Equity
shareholders’
funds
£m
EPRA
adjusted
NAV per
share
pence
1 April 2014 634.4 446.5
Share placing 76.4 7.9
1 April 2014 (restated) 710.8 454.4
Adjusted profit 39.4 25.1
Equity dividends paid (27.9) (17.8)
Revaluation movements (including share of associate) 67.6 43.2
Movement in purchaser’s cost adjustment 8.9 5.7
Other movements (eg share schemes) 2.6 (0.2)
31 March 2015 801.4 510.4

Borrowings

We focus on improving our cash flows and for the year we had healthy Group interest cover of 5.4 times (2014: 4.1 times) based on cash generated from operations against interest paid, allied to a relatively conservative debt structure secured principally against the freehold estate.

During the year we completed the refinancing of our £145 million bank facility with Lloyds and HSBC, extending the maturity to August 2019. 50% of the bank facility is term and 50% is revolving. The term loan attracts a margin of 175 bps and the revolving loan a margin of 150 bps, reflecting a reduction of 75bps for both tranches from the previous facility. This facility was increased to £170 million in December 2014. The Group bank facility contains a covenant requiring us to have 50% of all borrowings fixed.

In addition, the Group has further diversified its pool of lenders by signing a new £70 million facility with M&G Investments Limited, the term of which will be seven years from the date of drawdown which can occur at any time in the period up to 29 June 2015. The loan will be secured over a portfolio of 15 freehold self storage centres. 50% of the seven year loan is fixed by way of a forward start interest rate derivative, the balance of the loan is variable based on three month LIBOR plus margin. The average cost of the M&G loan at the current rate of LIBOR will be 3.75%.

The Group agreed a short term bridging facility of £70 million with Lloyds Bank plc, which is repayable immediately on the drawdown of the M&G loan.

The Group has a £100 million 15 year loan with Aviva Commercial Finance Limited. The loan has a fixed interest rate of 4.9% and amortises to £60 million over the course of the 15 years. The loan outstanding at 31 March 2015 was £94.3 million.

During the year the Group cancelled £40 million of its existing interest rate derivatives at a cash cost of £1.4 million, leaving £30 million fixed at 2.8% plus applicable margin.

As a result of this refinancing, and prior to the drawing of the M&G facility, our average cost of debt has decreased from 4.6% to 3.3% at the end of the financial year. Following the M&G facility being drawn and the Lloyds bridging loan being repaid we would expect the average cost to be approximately 3.8% based on the current levels of LIBOR and current levels of drawn debt.

The Group was in compliance with its banking covenants at 31 March 2015. The Group currently has a net debt to gross property assets ratio of 27%, and a net debt to adjusted net assets ratio of 35%.

At 31 March 2015, the fair value on the Group’s interest rate derivatives was a liability of £3.7 million. The Group does not hedge account its interest rate derivatives. As recommended by EPRA (European Public Real Estate Association), the fair value movements are eliminated from adjusted profit before tax, diluted EPRA earnings per share, and adjusted net assets per share.

Treasury continues to be closely monitored and its policy approved by the Board. We maintain a keen watch on medium and long-term rates and the Group’s policy in respect of interest rates is to maintain a balance between flexibility and hedging of interest rate risk.

Cash deposits are only placed with approved financial institutions in accordance with the Group’s Treasury policy.

Share capital

The share capital of the Company totalled £15.8 million at 31 March 2015 (2014: £14.3 million), consisting of 158,055,735 ordinary shares of 10p each (2014: 143,061,147 shares).

The Group placed 14.35 million shares in the year at 547.5 pence per share.

Shares issued for the exercise of options during the year amounted to 0.6 million at an average exercise price of 540p (2014: 421,500 shares at an average price of 450p).

The Group holds 1.4 million shares in treasury and 1.5 million shares within an Employee Benefit Trust (“EBT”). These shares are shown as a debit in reserves and are not included in calculating net asset value per share.

  2015
No.
2014
No.
Opening shares 143,061,147 142,639,647
Shares issued for the placing 14,352,711
Shares issued for the exercise of options 641,877 421,500
Closing shares in issue 158,055,735 143,061,147
Shares held in EBT (1,500,000) (1,500,000)
Shares held in treasury (1,418,750) (1,418,750)
Closing shares for NAV purposes 155,136,985 140,142,397

73,136,757 shares were traded in the market during the year ended 31 March 2015 (2014: 54,249,527). The average mid-market price of shares traded during the year was 553.4p with a high of 667.0p and a low of 460.6p.

Big Yellow Limited Partnership

The Group acquired the remaining two thirds of Big Yellow Limited Partnership that it did not previously own on 1 December. In the consolidated accounts of Big Yellow Group PLC, up to the date of acquisition the Partnership is treated as an associate. We have provided in note 13d the balance sheet and income statement of the Partnership up to the date of acquisition, along with the Group’s share of the income statement captions.

The Group earned certain construction and operational fees from the Partnership. For the year to 31 March 2015, these fees amounted to £0.5 million (2014: £0.6 million). The Partnership bank facility was repaid immediately following completion of the acquisition by the Group.

Armadillo Self Storage

In April 2014 we acquired the Armadillo portfolio with an Australian consortium for a total property value of £19.75 million. The Group initially invested £3.6 million representing a stake of 38% in the business (“Armadillo 1”). Our partners had a right to increase their share from 62% to 80% at par, which they exercised in July 2014, reducing the Group’s investment to £1.9 million (20% of the business). In the consolidated accounts of Big Yellow Group PLC, our investment in the vehicle is treated as an associate using the equity accounting method. Armadillo 1 has an £11 million loan from Lloyds Bank which expires in April 2019.

The occupancy of the stores is 253,000 sq ft, against a total capacity of 401,000 sq ft, with growth of 13,000 sq ft over the year. The stores’ occupancy at 31 March 2015 was 63.1% (31 March 2014: 59.9%). The net rent achieved at 31 March 2015 by the Armadillo 1 stores is £14.66 per sq ft, an increase of 2.4% from the same time last year. The revenue of the portfolio increased by 12% to £4.5 million for the year to 31 March 2015 compared to £4.0 million last year.

Armadillo 1 made an operating profit of £2.0 million in the period from acquisition, of which Big Yellow’s share is £0.5 million (representing 38% until July and 20% thereafter). After net interest costs, the revaluation of investment properties, deferred tax on the revaluation surplus and interest rate derivatives, the profit for the period from acquisition for Armadillo 1 was £9.0 million, of which the Group’s share was £1.8 million. There has been a significant increase in the valuation of the portfolio due to the growth in cash flow and additionally cap rate compression in the valuation of secondary assets following transactional evidence in the year.

Big Yellow has a five year management contract in place. For the period from acquisition to 31 March 2015 fees amounted to £0.6 million (including fees in relation to due diligence carried out on acquisition).

The Group’s share of the dividend declared for the year is £178,000, representing a 9.3% yield on our investment, which together, with our ongoing management fees of £400,000 per annum, gives a first year cash return of approximately 30% on the investment.

Big Storage

In January 2015 the Group acquired the entire share capital of Big Storage Limited for a property value of £24.9 million. The net consideration was £15.1 million, taking into account the existing bank debt in the company and adjusted for working capital. The Group repaid the bank debt through a £13.9 million loan from Lloyds Bank, which expires in January 2020.

The company owned five self storage centres in North West England. The Group transferred the store at Chester to another subsidiary company of the Group, and the store will be rebranded as a Big Yellow. The Group has subsequently acquired the freehold of the store in Chester.

In February 2015, the Group subsequently sold the share capital of Big Storage Limited to a company (“Armadillo 2”) in which it has a 20% interest, with the balance of the equity owned by an Australian consortium, for a net consideration of £7.6 million. This represents a property value of £19.3 million less the £13.9 million Lloyds loan and adjusted for working capital.

In the consolidated accounts of Big Yellow Group PLC, our investment in Armadillo 2 is treated as an associate using the equity accounting method. The four stores will be rebranded as Armadillo stores. The occupancy of the stores is 210,000 sq ft, against a total capacity of 270,000 sq ft, with growth of 13,000 sq ft over the year. The stores’ occupancy at 31 March 2015 was 77.8% and the net rent achieved at 31 March 2015 is £15.90 per sq ft.

Armadillo 2 made an operating profit of £0.2 million in the period, of which Big Yellow’s share is £0.04 million. After net interest costs, the revaluation of investment properties, deferred tax on the revaluation surplus and interest rate derivatives, the profit for the period from acquisition for Armadillo 2 was £0.7 million, of which the Group’s share was £0.1 million.

Big Yellow has a five year management contract in place. For the period from acquisition to 31 March 2015 fees amounted to £0.2 million (including fees in relation to due diligence carried out on acquisition).

Going Concern

A review of the Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are shown in the balance sheet, cash flow statement and accompanying notes in the financial statements. Further information concerning the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk can be found in this Report and in the notes to the financial statements.

After reviewing Group and Company cash balances, borrowing facilities, forecast valuation movements and projected cash flows, the Directors believe that the Group and Company have adequate resources to continue operations for the foreseeable future. In reaching this conclusion the Directors have had regard to the Group’s operating plan and budget for the year ending 31 March 2016 and projections contained in the longer-term business plan which covers the period to March 2022. The Directors have considered carefully the Group’s trading performance and cash flows as a result of the uncertain global economic environment and the other principal risks to the Group’s performance and are satisfied with the Group’s positioning. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

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