NewRiver
REIT PLC
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Preliminary results for the year ended 31 March
2024
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21 June 2024
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Continued Strong Operational
Performance, Stable Valuation and Confident Outlook
Allan
Lockhart, Chief Executive commented: "During
the fourth quarter, we have seen a continuation of the positive
operational momentum that has built over recent years, which is
reflective of both the steadily improving health of the underlying
retail market and the inherent strengths of our business. The
retail sector is arguably in the best position it's been in for
several years following a wave of corporate restructurings and the
successful repositioning of many retailers, which have created a
healthier operating environment, as well as the increased market
share of omnichannel retailers with physical retail playing a
central role.
Our retail portfolio, which demonstrated
valuation stability in the second half of the year, is ideally
positioned to benefit from consumers increasingly seeking value and
convenience. The implementation of strategic key decisions over the
last four years has reshaped our business, and we are entering an
exciting time as we progress from resilience to sustainable growth.
We have also continued to invest into our specialist asset
management platform, meaning we are well placed to ramp up our
Capital Partnerships activities, supported by our strong cash and
liquidity position."
Balance sheet
positioned for growth
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LTV of 30.8% vs 33.9% at 31 March 23 following
disposals including the Napier Joint Venture which generated an IRR
of 16% since acquisition
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Cash increased to £133.2m vs £111.3m at 31
March 23
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Interest cover increased to 6.5x vs 4.3x at 31
March 23
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Net debt to EBITDA improved to 4.8x vs 4.9x at
31 March 23
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Refinanced £100m undrawn Revolving Credit
Facility to extend maturity to November 2026 at reduced
cost
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Fully unsecured balance sheet with interest
rate fixed at 3.5% on drawn debt and no maturity on drawn debt
until 2028
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Stable
underlying financials
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UFFO of £24.4m (7.8 pence per share), reduced
from £25.8m (8.3 pence per share) in FY23 due to disposals and
Covid related credits recognised in FY23
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FY24 Dividend Per Share of 6.6 pence including
final dividend of 3.2 pence; 85% payout / 118% covered. The final
dividend includes a 0.2 pence per share top-up consistent with the
approach adopted at the half year
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Portfolio valued at £544m, delivering a total
return of +4.8% vs MSCI All Retail of -0.2%, significantly
outperforming the benchmark
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IFRS profit after tax of £3.0m due to 2.3%
valuation decline (FY23 loss of £16.8m)
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EPRA NTA per share down 5.0% to 115 pence vs
121 pence at 31 March 23 due to the modest decline in portfolio
valuation of -2.3%, the vast majority of which occurred in H1 with
valuations broadly stable in H2 (H2: portfolio valuation
-0.4%)
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FY24 Total Accounting Return of +0.5% vs -4.6%
in FY23
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Strong
operational performance
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Record occupancy of 98.0% (31 March 2023:
96.7%)
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Achieved 785,100 sq ft of leasing in FY24
delivering rental growth; long-term transactions +3.6% vs ERV and
+1.8% vs previous rent
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Improving tenant retention rate of 94% vs 92%
in FY23; average rent remains affordable at £11.82 per sq ft at
March 2024
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Asset management fee income from Capital
Partnerships increased by £1.0m vs FY23 to £2.5m, with the key
driver being the mandate from M&G Real Estate which started in
Q4 FY23
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Launched search for new Capital Partner to
target UK retail parks, which will enable us to co-invest to
generate rental income and asset management fees; early engagement
has been positive
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Major planning application submitted for Grays
regeneration in November 2023
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Work Out assets reduced from 11% of total
portfolio at March 2023 to 6% at March 2024 following the
completion of two disposals (accounting for 2% of the Work Out
reduction including 0.7% due to the discount to March 2023
valuation) and two turnaround strategies during H2 (accounting for
3% of the reduction), with one further disposal completed post year
end in-line with March 2024 valuation
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Core Portfolio now accounts for 93% of Total
Portfolio, up from 88% in March 2023
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GRESB score improved to 72 from 70 and
maintained Gold Level for EPRA Sustainability Best Practice
Recommendations
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Results summary
Performance
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Note
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FY24
Audited
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FY23
Audited
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Underlying Funds From Operations
('UFFO')
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(1)
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£24.4m
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£25.8m
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UFFO per share
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(1)
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7.8p
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8.3p
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Net Property Income
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£45.6m
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£50.5m
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Ordinary dividend
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6.6p
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6.7p
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Ordinary dividend cover
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(2)
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118%
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125%
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Ordinary dividend payout
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(2)
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85%
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80%
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IFRS Profit / (Loss) after taxation
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£3.0m
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£(16.8)m
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IFRS Basic EPS
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1.0p
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(5.4)p
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Interest cover
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(3)
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6.5x
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4.3x
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Total Accounting Return
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(4)
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+0.5%
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-4.6%
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GRESB Score
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(5)
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72
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70
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Balance
Sheet
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Note
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March 2024
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March 2023
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IFRS Net Assets
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£361.1m
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£378.6m
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EPRA NTA per share
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(6)
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115p
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121p
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Balance Sheet
(proportionally consolidated)
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(7)
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March 2024
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March 2023
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Properties at valuation
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(7)
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£543.8m
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£593.6m
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Net debt
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(7)
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£167.3m
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£201.3m
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Principal value of gross debt
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(7) (8)
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£304.0m
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£316.0m
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Cash
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(7)
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£133.2m
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£111.3m
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Net debt: EBITDA
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(7)
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4.8x
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4.9x
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Weighted average cost of debt - drawn
only
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(7) (9)
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3.5%
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3.5%
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Weighted average debt maturity - drawn
only
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(7) (9)
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3.9 years
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4.7 years
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Loan to value
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(7)
(10)
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30.8%
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33.9%
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(1)
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Underlying Funds From Operations ('UFFO') is a Company
measure of operational profits, which includes other income and
excludes one off or non-cash adjustments, such as portfolio
valuation movements, profits or losses on the disposal of
investment properties, fair value movements on derivatives and
share-based payment expense as set out in Note 12 to the Financial
Statements and in the Finance Review. UFFO is used by the Company
as the basis for ordinary dividend policy and cover
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(2)
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Ordinary
dividend cover and payout calculated with reference to
UFFO
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(3)
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Interest
cover is tested at corporate level and is calculated by comparing
actual net property income received versus net cash interest
payable on a 12 month look-back basis
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(4)
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Total
Accounting Return is the EPRA NTA per share movement during the
year, plus dividends paid in the year, divided by EPRA NTA per
share at the start of the year
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(5)
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GRESB is
the leading sustainability benchmark for the global real estate
sector, and its annual assessment scores participating companies
out of 100
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(6)
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EPRA Net
Tangible Assets ('NTA') is based on IFRS net assets excluding the
mark to market on derivatives and debt instruments, deferred
taxation on revaluations and diluting for the effect of those
shares potentially issuable under employee share schemes, see Note
12 to the Financial Statements
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(7)
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Proportionally consolidated means Group and share of JVs
& associates
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(8)
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Principal
value of gross debt being £300.0 million of Group and £4.0 million
share of JVs & associates (31 March 2023: £300.0 million of
Group and £16.0 million share of JVs & associates)
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(9)
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Weighted
average cost of debt and weighted average debt maturity on drawn
debt only (including share of JV & associate drawn
debt)
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(10)
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The ratio
of gross debt less cash, short-term deposits and liquid investments
to the aggregate value of properties and investments
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For further information
NewRiver REIT
plc
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+44 (0)20 3328 5800
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Allan
Lockhart (Chief Executive)
Will Hobman (Chief
Financial Officer)
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FTI
Consulting
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+44 (0)20 3727 1000
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Dido Laurimore
Giles Barrie
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Results
presentation
A pre-recorded presentation will be streamed
live at 11:00am today on our website and the following
link:
https://secure.emincote.com/client/newriver/FY24/
This will be followed immediately by a live
Q&A session for investors and analysts.
The accompanying slides will be made available
at www.nrr.co.uk just prior to
the presentation commencing.
Forward-looking
statements
The information in this announcement may
include forward-looking statements, which are based on current
projections about future events. These forward-looking statements
reflect the directors' beliefs and expectations and are subject to
risks, uncertainties and assumptions about NewRiver REIT plc (the
'Company'), including, amongst other things, the development of its
business, trends in its operating environment, returns on
investment and future capital expenditure and acquisitions, that
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statements.
None of the future projections, expectations,
estimates or prospects in this announcement should be taken as
forecasts or promises nor should they be taken as implying any
indication, assurance or guarantee that the assumptions on which
such future projections, expectations, estimates or prospects have
been prepared are correct or exhaustive or, in the case of the
assumptions, fully stated in the document. As a result, you are
cautioned not to place reliance on such forward-looking statements
as a prediction of actual results or otherwise. The information and
opinions contained in this announcement are provided as at the date
of this document and are subject to change without notice. No one
undertakes to update publicly or revise any such forward looking
statements. No statement in this document is or is intended to be a
profit forecast or profit estimate or to imply that the earnings of
the Company for the current or future financial years will
necessarily match or exceed the historical or published earnings of
the Company.
Chief Executive's Review
NewRiver is well positioned to deliver future
earnings growth, underpinned by the strongest operational and
financial position the business has been in for several years. This
position is supported by the fact that our underlying occupational
market has been steadily improving over the last few years, our
portfolio continues to perform well, and our balance sheet is in
excellent shape, providing future optionality for growth. The
implementation of key strategic decisions made over the last four
years has allowed us to reshape our business, progressing from
resilience to sustainable growth. We ended our financial year in a
strong position having delivered another solid set of financial
results, supported by an excellent operating performance, whilst
continuing to execute our strategy of expanding our Capital
Partnerships, delivering on our core business activity of market
leading asset management and improving the quality of our portfolio
through selective disposals.
Active demand for space in our portfolio has
remained strong, supported by a broadly resilient consumer, and
demonstrating that the physical store network is essential for
successful retailers, including those operators with an omnichannel
strategy. This is reflected in another good year of leasing
performance both in terms of volume and pricing, leading to an
occupancy rate of 98% (FY23: 97%), the highest level we have
recorded since NewRiver was founded in 2009.
Our portfolio is well positioned for a
consumer that is increasingly seeking value and convenience, and
that, together with the quality of our asset management platform,
has resulted in Underlying Funds From Operations (UFFO) of £24.4
million, equating to 7.8 pence on a per share basis. We have
declared a final dividend of 3.2 pence per share bringing the total
fully covered dividend for FY24 to 6.6 pence per share,
representing a payout of 85%, compared to our usual payout of 80%.
Dividends are an important contributor to total shareholder returns
and for FY24, NewRiver's total shareholder return was
11%.
Our strong operational performance resulted in
excellent cash generation as we ended the financial year with
£133.2 million of cash up from £111.3 million in March 2023.
Together with our most modest decline in valuation for several
years, this resulted in Loan to Value ('LTV') of 30.8%, an
improvement on the March 2023 position of 33.9% and well within our
guidance. As a result, our EPRA Net Tangible Assets (NTA) per share
at the full year was 115 pence, compared to 117 pence in September
2023 and 121 pence in March 2023. We delivered a total accounting
return of +0.5% during FY24, compared to -4.6% in the prior
year.
For the second consecutive year, our portfolio
delivered a capital return outperformance relative to both the MSCI
All Property and All Retail indices reflective of the strength of
our well-positioned portfolio focused on essential goods and
services. During the year ended 31 March 2024, our portfolio
delivered a capital return of -3%, the majority of which was
incurred in H1 and concentrated in our regeneration portfolio.
Pleasingly, our core shopping centres, and retail parks delivered
positive capital returns in FY24 and whilst our Regeneration
portfolio capital return was impacted in H1, we saw a marked
improvement in H2.
An Improving
Market Place
Looking back over the financial year, the UK
consumer has been more resilient than financial markets were
expecting and is now experiencing wage growth in real terms.
According to high-quality customer spending data provided by Lloyds
Bank, both retail and supermarket spending delivered year-on-year
sales value growth of 2.1% and 7.7% respectively for the year ended
March 2024. This is a solid result given that retail accounts for
25% of Lloyds Bank's 26 million customers' annual spend and
supermarkets account for a further 17%. This growth is despite
consumers having to spend more on mortgages +9.6%, council tax
+7.8%, motor insurance +12.3% and energy +10.8%. Other sectors that
recorded strong spending growth included travel +13.4% and
restaurants +7.6%, albeit these categories only account for 7% and
8% respectively of Lloyds Bank's annual customer spend.
UK consumers have so far been able to absorb
the increased costs due to higher inflation and interest rates
through increased wages which are now in excess of the rate of
inflation, and seeking out value when they shop. Additionally, job
security, as measured by low levels of unemployment, and the fact
that consumers have excess savings, have underpinned confidence
levels.
The retail sector over the last seven years or
so has had to navigate significant challenges but in our opinion is
arguably in its best position for several years, this is for three
reasons.
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Firstly, much of the corporate
restructuring in the retail sector has already taken place, as
evidenced by the significant number of CVAs and tenant
administrations occurring between 2020 and 2022. As a result, many
of the weaker retailers have been removed and, with that, the
excess competition benefitting the rest of the market.
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Secondly, most national retailers
have applied a laser focus on margin growth over the last ten
years, not just volume growth, by delivering improved operational
efficiency, including portfolio repositioning. This has led to
improved financial results, and a great example of this is Marks
& Spencer.
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Thirdly, omnichannel retailers are
gaining market share from pure play online retailers. Omnichannel
retailers have invested in fully integrating their physical store
network with their online channel, and their digital capability in
communicating and transacting with their customers. This is
positive for our sector as the physical store is at the centre of
omnichannel retailing, reflecting that physical stores are the
genuine last mile fulfilment and a business-critical channel for
retail today and into the future.
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Last year, the capital markets continued to be
influenced by the elevated risk-free rate, increasing debt costs
and the de-risking of defined benefit pension schemes, all of which
contributed to a subdued transactional market and capital raising.
This has persisted in the first half of 2024, as investors wait for
more evidence of pricing adjustment before they deploy more
capital. Recent positive news on inflation and the corresponding
impact for the future direction of interest rates may lead to a
pickup in investor sentiment in the second half of 2024.
In line with the wider real estate market,
transactional volumes were down for both retail parks and shopping
centres. That said, we have recently seen an increase in investor
demand for retail parks driven by the highly favourable supply
demand imbalance which will lead to consistent rental growth.
Investor demand for shopping centres has also recently improved,
with multiple bids being received for recently available shopping
centres, attracted by the high cash-on-cash returns on
offer.
Our Core
Shopping Centres and Retail Parks Delivering For Our
Stakeholders
Our retail parks and shopping centres are
performing well as evidenced by high occupancy, high tenant
retention rate and another period of good leasing performance. The
active demand for space we have seen for our Core Portfolio, which
is broad based, supports our operating metrics and this is
reflective of our portfolio positioning towards essential based
retail and services, which is the right place to be in a high
interest and inflation environment.
This year, we have started working with Lloyds
Bank, combining high-quality consumer spending data with our retail
market expertise. NewRiver's analysis, informed by Lloyds Bank
data, has provided greater insight into the profile of our shoppers
and performance of our assets. To date, we have detailed customer
spending insights on assets representing 67% of our portfolio by
value, with the remaining analysis due to be carried out during the
remainder of 2024. Our analysis shows that for the year ending 31
March 2024, in-store retail sales increased by 10% relative to the
prior year outperforming the wider market, demonstrating that our
portfolio is proving consistently popular with our consumers. Based
on the sales performance of our tenants within our portfolio over
the reporting period, our current occupational cost ratio is 8.8%
which is highly affordable and which partly explains our excellent
leasing performance.
The success that our assets have had over the
year in attracting increased customer spend is clearly good for our
tenants and this has translated into another year of strong leasing
performance. Over the year we completed 259,600 sq ft of leasing
transactions within our Core Shopping Centres on average +6.2%
above valuers ERV, which was the fourth consecutive financial year
of positive leasing spreads. We have also seen a steady improvement
over the last three financial years of leasing transactions versus
previous passing rent, and aggregating those total leasing
transactions, the compound annual growth rate over the last three
years was -0.5% on a 10.0 year previous lease length which given
the substantial disruption the market has seen, is an excellent
result.
The stability that we have in our Core
Shopping Centres is also reflected in the vacancy rate which at
only 1.6% is the lowest level for four years. Tenant retention at
92% and gross to net ratio at 93% remain high and have consistently
exceeded 90% over the same period.
Our Retail Parks are also delivering excellent
operational performance, whether that is vacancy at only 2.6%,
tenant retention rate at 100% and a gross to net ratio at 98%.
Leasing transactions in FY24 were positive versus valuer ERV and
previous passing rent. The compound annual growth rate for all
aggregated leasing transactions over the last three years versus
previous passing rent was 2.2% on a 11.7 year previous lease
length.
Regeneration
Set to Deliver Positive Change
Ultimately, we are an investor in communities
and, through our Regeneration portfolio, we are able to deliver
significant improvements to ensure the communities that we are
invested in are able to thrive whether that is through new housing,
job creation or providing a great choice and experience. What is
good for our communities is also good for our shareholders as we
are able to deliver attractive returns from our regeneration
activities.
In Burgess Hill, we are in discussions to form
a joint venture to deliver our regeneration project. Furthermore,
terms have been agreed with a major food discounter to pre-let the
retail anchor store, with a budget hotel operator for the proposed
89 bedroom hotel and with a residential developer to sell part of
the site. We are targeting to commence project works at the end of
2024. We expect to deliver an IRR in excess of 15% and a yield on
cost of 10%.
At Grays, we have submitted our planning
application for a comprehensive redevelopment of the 1970s shopping
centre, principally for residential, and we expect to receive a
planning consent by the end of 2024. Our asset management team has
been successfully negotiating with many of our tenants to provide
flexibility to deliver future vacant possession. With a planning
consent and the ability to secure vacant possession, we will be
well-positioned to sell the asset to a specialist residential
developer, and we are aiming to achieve a successful sale in 2025.
This will then allow us to recycle the capital to deliver future
earnings, and given that we currently do not receive material
rental income from our asset in Grays, a successful completion of
our project and the recycling of our capital will deliver strong
future earnings growth.
At Bexleyheath, which comprises a shopping
centre anchored by Marks & Spencer and an adjacent retail park
anchored by Sainsbury's, we have decided subsequent to the
financial year end, to defer our plans to deliver new residential
homes to beyond 2029. Our decision was principally driven by the
strong underlying performance of the asset, with both the shopping
centre and retail park being fully let and trading exceptionally
well. Our analysis, informed by Lloyds Bank data on customer spend,
shows a marked increase in customer spending year-on-year. This
means our occupational cost ratio is highly favourable at 9.1%, and
we believe deferring our development plans at this time in the
cycle will protect this significant income stream.
Moving forward, and given our updated position
on Bexleyheath, we will move Bexleyheath out of our Regeneration
Portfolio and into our Core Shopping Centre and Retail Park
portfolios. On that basis, Regeneration will represent 5% of our
total portfolio moving forward.
Work Out is
Reducing
We completed two asset sales from our Work Out
portfolio during the year, with a third asset sale completing post
year end. Regarding the turnaround strategies within our Work Out
portfolio, we also completed two of these during the year, at our
shopping centres in Paisley and Wallsend, both of which have
successfully moved to our Core Shopping Centre portfolio and which
we expect will deliver high and sustainable income returns going
forward.
Good progress was made in relation to the
remaining two assets subject to ongoing turnaround strategies. In
Wisbech, we have made progress in agreeing terms to re-anchor the
centre which will be further enhanced by demolishing a two-deck car
park to provide an attractive open surface car park which will
offer free car parking for up to three hours to support the
existing retail offer.
In Cardiff, a detailed planning application
was submitted post year end to repurpose this predominately vacant
shopping centre for an 80,000 square foot multi-entertainment
centre that will include numerous social competitive offers as well
as a range of food and beverage provisions. Once we have secured
planning consent and finalised the leasing terms to the proposed
operator, we expect to be in a position to commence the project
works by the end of 2024, and upon completion will deliver a
significant net operating income increase and the capital
expenditure investment we will be making is estimated to deliver a
long-term IRR of +10%.
Whilst we have made significant progress in
working through our Work Out portfolio, which today accounts for
only 6% of our total portfolio, down from 11% in March 2023, we now
anticipate to have fully exited our work out portfolio in FY25
instead of FY24, and are planning two further sales with a combined
value of £6 million, and the completion of the projects in Cardiff
and Wisbech.
Scaling Up
Capital Partnerships
Today, NewRiver owns and/or manages a
portfolio of £1.3 billion, of which 60% is owned by our capital
partners. We are collecting in excess of £120 million per annum of
rent from over 1,700 tenants across 28 shopping centres and 29
retail parks. We believe that our geographical representation,
together with our customer, retailer and capital market insights,
is unrivalled.
Commercial real estate in the UK is becoming
more operational which has been the case for retail real estate for
several years. To ensure that we have been able to deliver the best
performance from our own balance sheet assets over the years, we
have invested in our infrastructure, including people, data and
systems. Our strategy to expand our Capital Partnerships business
is no different to Amazon's strategy in opening up their logistics
network, which they have built up to ensure the best service to
Amazon's customers, to third party merchants in return for fee
income.
Ultimately, we are a specialist asset backed
operating platform, with limited competition that can credibly
match the high-quality asset management services that we offer and
the ability to co-invest. With this in mind, we believe that today
our Capital Partnership business, with recurring annualised
earnings of £2.5 million is scalable, and are very confident of our
long-term growth potential to deliver significant earnings growth
in a capital light way.
We are seeking a new partner to form a
long-term joint venture to build up a high-quality retail park
portfolio for which we believe the investment case is compelling
and the scale of the opportunity is significant. We are targeting a
raise of £200 million of private capital from 'core plus'
investors, and meetings with potential partners commenced earlier
this year. Initial engagement with investors has been positive and
we are encouraged by the feedback to date, which endorses NewRiver
as a high quality asset manager and demonstrates that many 'core
plus' investors recognise that they are underweight in retail and
are increasingly deploying capital into the commercial real estate
markets via specialist asset backed operating platforms. This is
significant given that circa 90% of global real estate is invested
through the private capital markets, and we are positioning
ourselves well to capitalise on this opportunity.
Regeneration is a growing area of the market
reflecting that it is a key priority of the main political parties
in the UK, and thus significant public capital is being made
available. In response to this, we are currently working on
creating a public/private partnership model that will have all the
sector-specific experience and expertise to successfully deliver
real estate regeneration projects. We have made good progress, and
once in place, this will be a key delivery vehicle for Local
Authorities to joint venture with to deliver regeneration projects
in their own town centres. NewRiver would provide some modest
co-investment and high-quality asset and development management
services.
We are genuinely excited about and confident
in our capital partnership growth prospects, and we believe that in
the medium term we have the potential to double the annualised fee
income that we are currently generating and deliver attractive
returns on the modest capital that we will invest. Beyond the
medium term, we see no reason why we cannot continue to deliver
significant earnings growth from capital partnerships.
Great People,
Great Data and Great Systems
Retail is a fast moving and dynamic market and
as such has become highly operational for both owners and occupiers
of retail real estate. For several years now, we have continued to
invest in our people, data and systems which we believe allows us
to make better decisions, improves our operational efficiency and
delivers market leading performance.
We have a fantastic culture at NewRiver with a
passionate team of people with considerable experience and
expertise in real estate and finance. We do not take our carefully
nurtured culture for granted as we continuously invest to ensure
that we have the most talented, agile and happy team we possibly
can.
We are strong believers that access to high
quality data allows us to make better decisions whether that
relates to capital deployment, leasing, tenant mix, marketing, car
parking pricing or overall risk assessment of assets. We know that
many of our occupiers are also using data to enhance their customer
experience and we believe that it is important that we also have a
great insight into the millions of customers that visit our
assets.
The most important data, in our opinion, is
customer spending which is why we have started working with Lloyds
Bank to combine high-quality consumer spending data with our retail
market expertise. So far, we now have access to quarterly spending
data on 67% of our portfolio by value. This data provides us with a
store-by-store sales turnover, including the online contribution
from that store, where customers are coming from and where they are
not, frequency of visits, average transaction values, a demographic
profile of customers and interestingly, on average where customers
tend to make their first purchase, their second purchase and
beyond. The application and analysis of this data touches almost
every asset management decision that we make and therefore will
significantly enhance our capabilities to make the right decisions
in the future to further enhance our asset business
plans.
Handling a greater volume of data to inform
decision-making processes requires highly organised and
increasingly automated systems. Several years ago, we invested in a
fully integrated property management and accounting system which is
our single source of truth and we continue to invest in the phased
enhancement of this. One such stage was the creation of an
interactive dashboard for our real estate and finance teams through
a system called Data Freedom. Our teams are able to access a highly
user-friendly dashboard that contains comprehensive asset
information including live rent collection and arrears which is
recalibrated every 15 minutes, via both mobile phone and laptop,
allowing our teams to make real-time decisions. We will continue to
invest in our systems to carefully manage the increasing data
volume that we are accessing whilst also ensuring that we maintain
strong cyber security.
ESG - Progress
to Net Zero
During the nine years since the inception of
our formal ESG journey, we have seen an unprecedented evolution in
what it means to be a responsible real estate investor. We
recognise that this evolution is ongoing and remain committed to
aligning with industry best practice approaches to managing both
the impact of our assets on the natural environment, and the impact
of environmental changes on our assets. We are pleased to report
that our ESG programme has continued to deliver on this objective
in FY24, as evidenced by our achievements during the
year.
We have continued to make headway on our path
to net-zero, progressing against our emissions reduction targets,
to achieve a -31% reduction in scope 1 and -16% reduction in scope
2 emissions in FY24 vs FY23. We are encouraged that our occupiers
share this ambition, with 60% of our portfolio floor area occupied
by retailers who have set emissions reductions targets; most in
alignment with the ambitious British Retail Consortium commitment
to bring the sector's emissions to net-zero by 2040.
FY24 marked the fifth year anniversary of our
partnership with the Trussell Trust, during which we surpassed
£500,000 of cumulative donations to their ambitious goal, to end
hunger in the UK. Our support provides time, space and funds, and
this year that included the donation of a fully fitted kitchen to a
local Trussell Trust initiative in Carmarthen, known as "The
Table", which is run from one of the units at our Merlin's Walk
shopping centre.
The success of our business comes from the
people within our team and our working partnerships, and so we are
delighted to have been recently recognised for the second year
running in the Sunday Times' Best Places to Work 2024. The Sunday
Times survey questions are designed to gain insights into employee
opinion and identify actions in respect of NewRiver's policies,
procedures and culture in the areas of: reward & recognition,
information sharing, empowerment, wellbeing, instilling pride, and
job satisfaction. We were rated "excellent" in all six of the
survey's focus areas. Separately, our occupier satisfaction &
sustainability survey also provided positive insight, with over two
thirds of our occupiers rating their overall satisfaction with
NewRiver as 8/10 or higher and almost one third providing a 10/10
rating.
The quality of the governance of our business
was once again recognised as we retained our first place ranking in
the GRESB "Management" module out of over 1,000 participants across
Europe and increased our score to 72/100, improved from 70/100 in
the previous year. We also retained our 'B' CDP rating for our
management of climate-related issues, as well as our Gold Award in
EPRA's Sustainability Best Practice Recommendations Awards for
excellence in transparency and comparability of annual performance
disclosures.
Our achievements across people, place,
partnership, environment and governance testify how our ESG
commitment is embedded throughout our business and contributing to
our success and growth as a responsible real estate
investor.
What
Next
Whilst we are reassured with our operational
and financial performance, we are acutely aware that our share
price is trading at a material discount to our net asset value.
Despite our consistent income, capital and total return
outperformance versus our benchmarks, the recognition that NewRiver
is one of the UK's leading owners and managers of retail real
estate and that we have one of the strongest balance sheets in the
UK listed real estate sector, the material discount is, in our
opinion, more reflective of our size, share liquidity constraints
and wider equity market conditions for listed REITs and investment
trusts. This is a challenge that we will seek to overcome through
earnings growth and pursuing a number of growth avenues.
For the rest of this decade, we believe that
it will be cash earnings that will drive returns to shareholders
rather than just NTA growth which was largely driven by the secular
decline in central bank interest rates over the last decade.
Furthermore, we believe that specialist asset backed operating
platforms like NewRiver will become more important as the main
conduit for private capital investing into the real estate markets
which are increasingly becoming more operational. As such we
believe that leading specialist asset backed operating platforms
will become more valuable.
In respect of those two trends, we are very
well positioned given the earnings growth potential that we have in
our portfolio and from capital deployment and that our Capital
Partnership business is highly scalable. For the year ahead, we
will be investing in our portfolio and Capital Partnerships to
deliver future earnings growth whilst being alert to other
opportunities that will deliver earnings growth, increased scale
and share liquidity. Whilst we have demonstrated our resilience
over the last four years, we are confident that over the next few
years we will deliver growth.
Finally, on behalf of our entire team, I would
like to express our deepest gratitude to Baroness Ford OBE who
formally stepped down as NewRiver's Chair at the end of May.
Margaret, in many ways, has been the perfect Chair for NewRiver
during a challenging period, and today we are in a stronger
position with Margaret having played a critical role in our
repositioning. We wish Margaret all the best for the future and in
doing so we also welcome our new Chair Lynn Fordham who I am sure
will be an equally excellent Chair as Margaret was.
Allan
Lockhart
Chief Executive
Officer
Portfolio Review
Highlights
Portfolio
Metrics as at 31 March 2024
●
|
Occupancy: 98.0% (FY23:
96.7%)
|
●
|
Retention Rate: 94% (FY23:
92%)
|
●
|
Rent Collection: 99% (FY23:
98%)
|
●
|
Affordable Average Rent: £11.82 per
sq ft (FY23: £11.98 per sq ft)
|
●
|
Gross to Net Rent Ratio: 88% (FY23:
88%)
|
●
|
Leasing Volume: 785,100 sq ft (FY23:
979,200 sq ft)
|
●
|
Leasing Activity: +3.6% ahead of
valuer's ERV (FY23 +1.1%)
|
●
|
Average CAGR FY22-FY24: -0.3% on 9.9
year average previous lease period
|
●
|
Occupational Cost Ratio:
8.8%
|
|
●
|
In-store sales growth: 9.7%
year-on-year
|
|
●
|
Total Return of 4.8% outperforming
the MSCI All Retail by +500bps over 12 months
|
●
|
Portfolio NIY of 7.6%, +160bps
versus the MSCI All Retail at 6.0%
|
●
|
Expanding Capital Partnerships
across public, private equity and institutional sectors
|
Our portfolio continues to deliver on its strong
operational metrics, supported by positive momentum in the retail
occupational markets and sustained consumer spending. Occupancy has
improved by 1.3%, now standing at 98.0%, and overall, we have
completed 785,100 sq ft of leasing transactions securing £7.2
million of annualised income. Long term leasing transactions, which
account for 73% of total rent secured, were completed at rents
+3.6% above valuer's ERV and +1.8% against the previous passing
rent.
As at 31 March
2024
|
Occupancy
|
Retention
Rate
|
Rent
Collection
|
Affordable Average
Rent
|
Gross to Net Rent
Ratio
|
Leasing
Volume
|
Leasing
Activity
|
Average CAGR
FY22-FY24
|
|
(%)
|
(%)
|
(%)
|
(£ psf)
|
(Ave. pa)
|
(%)
|
(sq ft)
|
% vs valuer
ERV
|
(%)
|
(Average Lease
Length)
|
Retail
Parks
|
97.4%
|
100%
|
100%
|
£12.00
|
£124,000
|
98%
|
127,400
|
+0.4%
|
+2.2%
|
11.7
|
Shopping Centres
- Core
|
98.4%
|
92%
|
99%
|
£12.81
|
£32,000
|
93%
|
259,600
|
+6.2%
|
-0.5%
|
10.0
|
Shopping Centres
- Regen
|
99.5%
|
100%
|
100%
|
£12.47
|
£68,000
|
86%
|
204,300
|
+1.0%
|
-0.5%
|
8.7
|
Shopping Centres
- Work Out
|
95.9%
|
92%
|
97%
|
£7.93
|
£18,000
|
40%
|
167,300
|
-3.6%
|
-2.4%
|
6.8
|
Total1
|
98.0%
|
94%
|
99%
|
£11.82
|
£43,000
|
88%
|
785,100
|
+3.6%
|
-0.3%
|
9.9
|
1. Total includes
Other representing 1% of total portfolio by value
Long-term leasing continues to outperform ERV's
across our Core Portfolio. Activity for the period across the total
portfolio was concentrated within the Core Shopping Centre and
Retail Park Portfolios, accounting for 79% of long-term rent
secured, transacting at +6.2% and +0.4% above valuer's ERVs
respectively. The Regeneration Portfolio, accounting for 17% of
activity, has also experienced positive leasing especially at
Bexleyheath, with deals completed +1.0% above valuer's ERV. We
continue to experience excellent occupational demand across these
assets given their convenient locations at the heart of their local
communities.
Our long-term leasing transactions had a
weighted average lease expiry (WALE) of 7.5 years, slightly reduced
on FY23 at 8.2 years but a significant improvement over the 6.4
years in FY22. In terms of tenant incentives, due to the continued
competitive tension in the occupational market, for long-term
leasing transactions the average rent free period is just 2.1
months, reduced levels compared to FY23 at 2.8 months, with many
occupiers receiving no rent free period.
For total portfolio lease events in FY24, the
rents achieved had a positive CAGR versus the previous passing rent
of +0.2% over the average previous lease period of 9.4 years. Over
the past three years, this is only -0.3% based on an average
previous lease period of 9.9 years, illustrating the limited
annualised rental decline. For Retail Parks, the CAGR is positive
at +2.2% and given our Retail Parks have limited availability of
space, with occupancy at 97.4%, this should deliver further rental
growth going forward.
The demand for space that we saw in our
portfolio during the period was broadly based with 69% of the space
leased to Discount, Value Fashion, Grocery, Home, Books &
Stationery, Health & Beauty, Jewellery and F&B.
The focus on the Regeneration Portfolio is to
realise capital receipts in the short term. In Burgess Hill, we are
in discussions to form a new joint venture to deliver a mixed-use
scheme. At Grays, a planning application has been submitted with
the significant residential opportunity to be marketed for sale on
receipt of the decision later in the year. At Bexleyheath, which
comprises a shopping centre anchored by Marks & Spencer and an
adjacent retail park anchored by Sainsbury's, we have decided to
defer our plans to deliver new residential homes to beyond 2029.
Our decision was principally driven by the strong underlying
performance of the asset and, moving forward, it is appropriate to
move Bexleyheath out of our Regeneration Portfolio and into our
Core Shopping Centre and Retail Park portfolios. This will reduce
the Regeneration Portfolio to 5% of our total portfolio.
The Work Out Portfolio now only accounts for 6%
of the total portfolio, down from 11% as at March 2023, with two
assets sold within the period and turnaround strategies completed
at Paisley and Wallsend, therefore moving into the Core Shopping
Centre Portfolio. Of the five remaining assets within the
portfolio, three are planned sales totalling £9.2 million, one of
which completed post year end. The two remaining turnaround
projects are at the Capitol Centre, Cardiff where we have just
submitted planning for work to transform the asset into a family
entertainment centre and at Wisbech, where we have progressed
terms to re-anchor the centre.
Our portfolio valuation at £543.8 million,
represents a broadly stable like-for-like valuation movement of
-0.4% for the six months to March 2024 and capital return
outperformance against the MSCI All Property and All Retail indices
which recorded declines of -2.9% and -3.4% respectively over the
same period. Over the 12 months to March 2024, this is a
like-for-like valuation movement of -2.3% and capital return
outperformance against the MSCI All Property and All Retail indices
which recorded declines of -5.5% and -5.9% respectively over the 12
month period.
We experienced valuation growth within both the
Core Shopping Centre and Retail Park Portfolios meaning we have now
seen stable or growing valuations in five of the last six reporting
periods within these segments. Valuation movement within our
Regeneration Portfolio has now stabilised, showing a valuation
movement of -0.8% in H2, having been the most impacted in the first
half of the year where the movement accounted for c.80% of the
total portfolio full year movement. The majority of assets within
the portfolio experienced minimal movement. Out of the 41 assets
within the portfolio, only one asset had a valuation movement of
greater than £1 million in H2, illustrating the underlying
resilience of our portfolio.
We continue to have success in growing our
Capital Partnerships and now NewRiver owns and or manages a
portfolio of assets valued at £1.3 billion. Over the past 12
months, we have expanded our high calibre mandate with M&G Real
Estate which now comprises 17 retail parks and two shopping centres
and in Canterbury, where we asset manage two shopping centres, we
have also been appointed as development manager on the Council's
relocation to the shopping centre. Within our BRAVO joint venture,
we have completed the final disposals within the Napier Joint
Venture with the total sale receipt from Napier 26% higher than the
price paid, crystallising the returns contributing to the financial
promote.
Our key partnerships across the public, private
equity and institutional sectors illustrate the importance of
specialist retail partners in a highly operational sector and
represent endorsement of the quality of our asset management
platform. We believe that our geographical representation, together
with our customer, retailer and capital market insights, is
unrivalled.
Our specialist asset backed operating platform
makes us well placed to ramp up our Capital Partnerships
activities, supported by our strong cash and liquidity position,
and we have launched a search for a new Capital Partner to target
UK retail parks in which we will co-invest to generate rental
income and asset management fees. We are targeting a minimum raise
of £200 million of private capital from 'core plus' investors,
meetings with potential partners commenced in February 2024 and
engagement has been positive. Regeneration is a growing area of the
market and, in response to this, we are currently working on
creating a public/private partnership with the support of a key
central Government agency. This will be a key delivery vehicle with
which Local Authorities can form joint ventures to deliver
regeneration projects in their town centres.
Valuation
As at 31 March 2024, our portfolio was valued at
£543.8 million (31 March 2023: £593.6 million). Movements from the
previous year were the disposal of two Work Out assets and two
Retail Parks within the BRAVO JV (£38.3 million) and a
like-for-like valuation movement of -2.3% for the year. The
valuations were broadly stable in the second half of the year at
-0.4%, driven by stabilised ERVs and yield profiles. This shows an
outperformance relative to the MSCI All Retail Index which recorded
a -3.4% and -5.9% decrease of the past 6 and 12 months
respectively.
The portfolio Net Initial Yield now stands at
7.6%, and has a Net Equivalent Yield of 8.6%, providing an
attractive risk premium compared to the wider real estate sector.
The yield premium is c.160bps higher than the MSCI All Retail
benchmark at 6.0% and 6.8% respectively and represents significant
headroom above the 10 year Government Gilt rate. As a result,
valuation performance has been far more insulated from the impact
of rising interest rates over the past 12 months.
The Core Shopping Centre Portfolio, which
accounts for 44% of the portfolio, delivered capital growth of 0.3%
in the 6 months to March 2024 driven by the completion of asset
management initiatives resulting in modest yield compression. Over
a like-for-like period the MSCI Shopping Centres Index recorded
negative capital growth of -3.0%.
The Retail Park Portfolio, which represents 25%
of the portfolio, also saw capital growth at 0.7% in the past 6
months, driven by ERV growth of +2.2% which totalled +3.9% across
the full year with yields stable. The MSCI Retail Warehouse
benchmark recorded a negative growth of -2.8% over the past 6
months.
The Regeneration Portfolio experienced a modest
decline in the second half of the year at -0.8%, a significant
improvement on H1 where the valuation movement accounts for c.80%
of the full year portfolio movements. The stabilisation reflects
progress on the projects throughout this period and continued
strong retail performance within Bexleyheath. Moving forward, it is
appropriate to move Bexleyheath out of our Regeneration Portfolio
and into our Core Shopping Centre and Retail Park
portfolios.
The Work Out portfolio, which now only accounts
for 6% of the portfolio experienced a valuation decline of -6.5%
over the past 6 months.
As a 31 March
2024
|
|
Portfolio
Weighting
|
Valuation Movement
H1
|
Valuation Movement
H2
|
Valuation Movement
FY
|
Topped-up
NIY
|
NEY
|
LFL EY
Movement
|
LFL ERV
Movement
|
|
(£m)
|
(%)
|
(%)
|
(%)
|
(%)
|
(%)
|
(%)
|
(%)
|
(%)
|
Shopping
Centres - Core
|
239.6
|
44%
|
0.7%
|
0.3%
|
1.1%
|
9.5%
|
9.6%
|
-0.1%
|
-0.7%
|
Retail
Parks
|
137.7
|
25%
|
0.2%
|
0.7%
|
0.9%
|
6.7%
|
7.0%
|
0.0%
|
3.9%
|
Shopping
Centres - Regen
|
128.9
|
24%
|
-7.9%
|
-0.8%
|
-8.7%
|
6.3%
|
7.4%
|
0.6%
|
-0.5%
|
Total exc Work Out /
Other
|
506.2
|
93%
|
-1.9%
|
0.1%
|
-1.5%
|
7.9%
|
8.4%
|
0.1%
|
0.3%
|
Shopping
Centres - Work Out and Other1
|
37.6
|
7%
|
-2.8%
|
-7.5%
|
-10.7%
|
3.5%
|
11.9%
|
0.2%
|
1.3%
|
Total1
|
543.8
|
100%
|
-2.0%
|
-0.4%
|
-2.3%
|
7.6%
|
8.6%
|
0.1%
|
0.7%
|
1.
Total includes Other representing a value of £3.2
million
As set out in the table below, our portfolio
continues to outperform the MSCI All Retail, Shopping Centre and
Retail Warehouse benchmarks on a Total, Income and Capital Return
for the 12 month period. Over 6 month, 12 month, 3 and 5 year
periods Shopping Centres and Retail Parks have continued to
outperform their respective MSCI Total Return benchmark.
12 months to 31 March
2024
|
Total
Return
|
Capital
Growth
|
Income
Return
|
NRR Portfolio
|
4.8%
|
-3.3%
|
8.3%
|
MSCI All Retail Benchmark
|
-0.2%
|
-5.9%
|
6.0%
|
Relative performance
|
+500bps
|
+270bps
|
+220bps
|
|
|
Shopping
Centres
|
Retail
Parks
|
Total Return: 6
months to 31 March 2024
|
|
|
|
NewRiver
|
|
2.8%
|
4.5%
|
MSCI Benchmark
|
|
0.3%
|
0.3%
|
Relative Performance
|
|
+250bps
|
+420bps
|
|
|
|
|
Total Return:
12 months to 31 March 2024
|
|
|
|
NewRiver
|
|
4.4%
|
7.5%
|
MSCI Benchmark
|
|
1.4%
|
1.6%
|
Relative Performance
|
|
+290bps
|
+590bps
|
|
|
|
|
Total Return:
Annualised 3 years to 31 March 2024
|
|
|
|
NewRiver
|
|
3.1%
|
11.2%
|
MSCI Benchmark
|
|
-0.8%
|
7.2%
|
Relative Performance
|
|
+390bps
|
+400bps
|
|
|
|
|
Total Return:
Annualised 5 years to 31 March 2024
|
|
|
|
NewRiver
|
|
-2.2%
|
6.1%
|
MSCI Benchmark
|
|
-9.4%
|
0.8%
|
Relative Performance
|
|
+730bps
|
+530bps
|
Customer Spend
Data (Analysis of Lloyds Bank Data)
This year we have started working with Lloyds
Bank, combining high-quality consumer spending data with our retail
market expertise. NewRiver's analysis, informed by Lloyds Bank
data, has provided greater insight into the profile of our shoppers
and performance of our assets. To date, we have detailed customer
spending insights on assets representing 67% of our portfolio by
value, with the remaining analysis due to be carried out during the
remainder of 2024.
The headline portfolio findings are that our
assets are local and accessible to our consumers, in-store spend is
increasing, like-for-like sales are up and our space is affordable
and profitable for our occupiers.
NewRiver analysis and key findings
are:
●
|
Overall, the portfolio has an OCR of
8.8%, with the lowest being within the Retail Parks segmentation at
7.6%
|
●
|
Total in store like-for-like spend
for the NewRiver portfolio grew by 10% year-on-year. In store and
online spend growth (In Store + Online With Store Visit) also grew
by 10%. These represent an outperformance relative to UK average
growth in retail spend of 2.1%
|
●
|
The NewRiver Average Transaction
Value (ATV) has grown by 8% year-on-year, this is an outperformance
relative to the UK benchmark of -1.0%
|
●
|
The average OCR for the Top 40
Tenants in the portfolio by rental income is sub 8%. This suggests
that the Top 40 Tenants, on average, generate a healthy turnover,
and the rents and occupational costs are at sustainable
levels
|
●
|
Our assets are local and accessible
with 68% of consumers travelling 0-5 miles to visit our
centres
|
●
|
79% of spend is from consumers of
working age (defined as being between 25 and 69)
|
●
|
The top 4 most affluent segments
(Affluent & Rooted, Comfortable & Successful, Ambitious
& Motivated and Retired) account for 62% of spend within the
portfolio
|
The analysis shows that across each of our
segments, our tenants are exhibiting strong trading performance,
both reflected in the OCRs and also in the healthy year-on-year
spend growth.
|
Shopping
Centres
|
Retail
Parks
|
OCR %
|
9.6%
|
7.6%
|
Spend Growth % (In Store)
|
+6.1%
|
+16.2%
|
Spend Growth % (In Store + Online With Store
Visit)
|
+6.7%
|
+15.6%
|
ATV growth %
|
+3.0%
|
+15.5%
|
Retail
Parks
●
|
Portfolio weighting: 25%
|
●
|
No. assets: 12
|
●
|
NIY: 6.7% versus MSCI Retail
Warehouse NIY of 6.4%
|
●
|
Average value: £15.1
million
|
●
|
Key occupiers: B&M, TK Maxx,
Halfords, Aldi
|
●
|
Occupancy: 97.4%
|
●
|
Retention rate: 100%
|
●
|
Rent collection: 100%
|
●
|
Affordable average rent: £12.00 per
sq ft / £124,000 per annum
|
●
|
Gross to Net Rent Ratio:
98%
|
●
|
Leasing volume: 127,400 sq
ft
|
●
|
Leasing activity: +0.4% ahead of
valuer's ERV
|
●
|
Average CAGR FY22-FY24: 2.2% on 11.7
year average previous lease period
|
●
|
Total Return 7.5% outperforming the
MSCI Retail Warehouse by +590 basis points
|
As at 31 March 2024, Retail Parks accounted for
25% of the total portfolio, totalling 12 assets. There were 2
assets sold within the past 12 months being the final sales within
the Napier Joint Venture. At 97.4% occupancy and a retention rate
of 100% the portfolio continues to outperform it's MSCI benchmark
with several asset management initiatives completed over the past
12 months driving a like-for-like valuation movement of +0.9% and
ERV growth of +3.9%.
Selected highlights include:
Barrow-in-Furness, Hollywood Retail
& Leisure Park: is the key retail and
leisure offer to the town opposite Tesco Extra, benefiting from a
line-up including Aldi, TK Maxx, Curry's, Dunelm, McDonald's and
KFC. We have strengthened this offer, with new lettings in line
with valuer's ERV, through the introduction of CVS Vets on a 10
year term on a former Pizza Hut restaurant and having exercised the
landlord break on a Bingo operator, completed a new letting to
Smyths Toys on a 15 year term.
Cardiff,
Valegate Retail Park: this 94,000 sq ft
discount-led park, adjacent to high performing M&S and Tesco
Extra stores, has shown the continued demand for supermarket
anchored retail parks to a variety of occupiers. The park is 100%
let following long-term lettings to Poundland and Boulders, an
indoor climbing centre in the previous year, and a new letting to
Card Factory on a 5 year term at +3% above valuer's ERV.
Dewsbury,
Rishworth Centre: at our 99,000 sq ft retail
park anchored by Sainsbury's and Aldi, we exercised the landlord
break on the Poundstretcher unit and completed a new letting with
Pure Gym on terms substantially above the previous passing rent
following a competitive bid process. The park is now fully let with
Pure Gym joining Aldi, Shoezone, Iceland, Halfords, Matalan and
Pets at Home.
Dumfries,
Cuckoo Bridge Retail Park: demand from new
occupiers at this supermarket, DIY and discount anchored park
remains strong with the last remaining vacancy under offer. In the
past 12 months, we have completed a new letting to Food Warehouse
and renewed the lease with Dunelm on a 20,000 sq ft store for a
term of 10 years.
Lisburn,
Sprucefield Retail Park: we successfully
received planning permission for three new drive-thru/restaurant
units on surplus land adjacent to the retail park and exchanged
agreements for lease with Nando's, Starbucks and Slim Chickens.
Works have started on site with completion due in Summer 2024. This
park benefits from its accessibility, located just off the M1
connecting Belfast to Dublin, and broad tenant mix with anchors
Sainsbury's and B&Q situated alongside The Range and
B&M.
Core Shopping
Centres
●
|
Portfolio weighting: 44%
|
●
|
No. assets: 16
|
●
|
NIY: 9.5% versus MSCI Shopping
Centre NIY of 7.3%
|
●
|
Average value: £17.9
million
|
●
|
Key occupiers: Primark, Superdrug,
M&S, Poundland, Boots, Next
|
●
|
Occupancy: 98.4%
|
●
|
Retention rate: 92%
|
●
|
Rent collection: 99%
|
●
|
Affordable average rent: £12.81 per
sq ft / £32,000 per annum
|
●
|
Gross to Net Rent Ratio:
93%
|
●
|
Leasing volume: 259,600 sq
ft
|
●
|
Leasing activity: +6.2% ahead of
valuer's ERV
|
●
|
Average CAGR FY22-FY24: -0.5% on
10.0 year average previous lease period
|
●
|
Total Return 11.4% outperforming the
MSCI Shopping Centres by +1,000 basis points
|
As at 31 March 2024, our Core Shopping Centre
portfolio represented 44% of our total portfolio, and comprised 16
core community shopping centres with an occupancy of 98.4%. Our
Core Shopping Centres are located in the heart of their local
communities, providing a range of essential goods and services to
local people.
Following the completion of two turnaround
strategies within the Workout Portfolio, the centres in Paisley and
Wallsend have been stabilised, and are now considered long-term
sustainable retail centres and, as such, have been transferred into
the Core Shopping Centre portfolio.
Selected highlights include:
Newtownabbey,
Abbey Centre: at our centre in Belfast,
totalling 320,000 sq ft and anchored by Primark, Next and Dunnes,
we recently completed the upsize of Danske Bank to a new flagship
store on a 10 year term increasing the rent payable by +59%. In
addition, we completed works to create a new external unit for
Greggs and as part of the works refurbished the entrance to improve
the access from the surface level car park. The new lettings will
produce an additional annualised net income of +£110,000 with total
capex incurred of £820,000. It has been an active 12 months,
securing £730,000 of annualised rent including renewals with a
range of occupiers including Pavers, Card Factory, Clarks and
Ernest Jones.
Hastings,
Priory Meadow: at our south-east Shopping
Centre in the heart of Hastings, anchored by Primark and M&S,
Black Sheep Coffee has taken one of the last remaining vacancies on
a new 20 year lease at £60,000 per annum, aligned with valuer's
ERV. Occupiers continue to benefit from a strong trading
performance at the scheme as reflected at lease renewal with
H&M renewing on terms +11.4% above valuer's ERV and +23.1%
above the previous passing rent. Within the period, we have also
completed renewals with EE, F Hinds, HMV, Schuh and Boots at rents
aligned with valuer's ERV.
The Avenue,
Newton Mearns: our community centre is situated
within an affluent catchment in the suburbs of Glasgow, anchored by
Marks & Spencer and Asda, and provides a range of national and
independent retailers. We have recently re-geared Marks &
Spencer on a new 15 year lease with the retailer investing in their
store fit out and let the former M&Co to Bonmarche on a new 5
year lease +13% above valuer's ERV.
Paisley, The
Piazza: has been revitalised by active asset
management capitalising on renewed occupier interest. Over the past
12 months, we have introduced JD Sports to the tenant line-up and
completed a new letting to Bonmarche in the former M&Co unit.
The planned redevelopment of the neighbouring shopping centre in
the catchment has removed surplus retail supply, reinforcing the
long-term sustainability of this retail centre within its local
catchment.
Wallsend, The
Forum: the opening of a new medical centre on
surplus car park space which now sits alongside Aldi and Burger
King, which we developed in 2016, in conjunction with the improved
retail occupancy and rental tension has completed the turnaround
strategy on this asset. In the past 12 months, we have completed
long-term lettings totalling +8% above valuer's ERV and +17% above
the previous passing rent.
Regeneration
●
|
Portfolio weighting: 24%
|
●
|
No. assets: 3
|
●
|
NIY: 6.3% versus MSCI Shopping
Centre NIY of 7.3%
|
●
|
Average value: £43.0
million
|
●
|
Key occupiers: Sainsbury's, M&S,
B&M, Boots, H&M, WH Smith
|
●
|
Occupancy: 99.5%
|
●
|
Retention rate: 100%
|
●
|
Rent collection: 100%
|
●
|
Affordable average rent: £12.47 per
sq ft / £68,000 per annum
|
●
|
Gross to Net Rent Ratio:
86%
|
●
|
Leasing volume: 204,300 sq
ft
|
●
|
Leasing activity: +1.0% ahead of
valuer's ERV
|
●
|
Average CAGR FY22-FY24: -0.5% on 8.7
year average previous lease period
|
●
|
Total Return -3.3% underperforming
the MSCI Shopping Centres by -470 basis points
|
We have three regeneration assets, representing
24% of the total portfolio value where the strategy is to deliver
capital growth through redeveloping surplus retail space
predominantly for residential.
Grays, Grays
Shopping Centre: is located just 35 minutes
from central London by train and we have submitted a planning
application to redevelop the shopping centre into a high-density
residential-led redevelopment of up to 850+ homes. A positive
planning decision is anticipated later in the year, at which point
the asset will be sold and capital recycled into income accretive
opportunities.
Burgess Hill,
The Martlets: is located in a prominent and
affluent south-east location and currently benefits from a planning
consent for a mixed-use development. We are in discussions to form
a new joint venture to deliver our regeneration project. Terms have
been agreed with a major food discounter to pre-let the retail
anchor store, with a budget hotel operator for the proposed 89
bedroom hotel and with a residential developer to sell part of the
site. We are targeting to commence project works at the end of
2024. We expect the project to deliver an IRR in excess of 15% and
a yield on cost of 10%.
Bexleyheath,
Broadway Shopping Centre: this Greater London
asset across 11 acres comprises a shopping centre and retail park,
anchored by M&S and Sainsbury's. We have completed several new
lettings and lease renewals over the period, securing £1,270,000 of
annualised income +1.3% above the valuer's ERV, within the existing
dominant retail core. This includes new lettings and renewals to
Greggs, Deichmann and B&M replacing Wilko on a new 10 year
lease. Given the strong underlying retail performance, moving
forward it is appropriate to move Bexleyheath out of our
Regeneration Portfolio and into our Core Shopping Centre and Retail
Park portfolios. This will reduce the Regeneration Portfolio to 5%
of our total portfolio.
Work
Out
●
|
Portfolio weighting: 6%
|
●
|
No. assets: 5
|
●
|
NIY: 4.0% versus MSCI Shopping
Centre NIY of 7.3%
|
●
|
Average value: £6.9
million
|
●
|
Key occupiers: Poundland, Home
Bargains, Boots, Tesco
|
●
|
Occupancy: 95.9%
|
●
|
Retention rate: 92%
|
●
|
Rent collection: 97%
|
●
|
Affordable average rent: £7.93 per
sq ft / £18,000 per annum
|
●
|
Gross to Net Rent Ratio:
40%
|
●
|
Leasing volume: 167,300 sq
ft
|
●
|
Leasing activity: -3.6% below valuer
ERV
|
●
|
Average CAGR FY22-FY24: -2.4% on 6.8
year average previous lease period
|
●
|
Total Return -8.2% underperforming
the MSCI Shopping Centres by -960 basis points
|
Our Work Out portfolio makes up only 6% of our
portfolio and comprises five assets. Within the period, two sales
were completed and two turnaround strategies finalised, therefore
these assets have moved into the Core Shopping Centre Portfolio.
There are three planned sales remaining totalling £9.2 million, of
which one has completed post year end. The final two turnaround
strategies are the following:
Cardiff, The
Capitol: we have made significant progress in
transforming this asset which sits at the gateway to Cardiff City
Council's new canal quarter and accounts for 56% of the total Work
Out portfolio. Planning has been submitted for the required works
to create an 80,000 sq ft family entertainment centre, with the new
letting set to boost the annualised net income by more than £1
million per annum and act as the catalyst for Food & Beverage
lettings on the remainder of the centre.
Wisbech,
Horsefair: we are moving forward with our
small-scale repositioning of the asset. A 35,000 sq ft anchor unit
is under offer to a leading discount operator which will front a
new surface level car park and drive-thru, also under offer. On
completion, this will boost footfall across the centre which has
seen ongoing commitments from several existing occupiers with
renewals completed with Vodafone, EE and Boots in line with
valuer's ERV.
Capital
Partnerships
NewRiver currently manages £1.3 billion of
assets across 28 Shopping Centres and 29 Retail Parks, collecting
in excess of £120 million per annum of rent across 1,700 tenants.
This is split between the assets we own on our own balance sheet as
well as on behalf of our capital partners by leveraging our market
leading asset management platform.
Capital Partnerships are an important part of
our business, delivering earnings growth in a capital light way
through asset management fees, a share of rent and the potential to
receive financial promotes. We are now well placed to grow our
Capital Partnerships activities further, supported by our strong
cash and liquidity position and have launched a search for a new
Capital Partner to target UK retail parks in which we will
co-invest. We are targeting a minimum raise of £200 million of
private capital from 'core plus' investors, meetings with potential
partners commenced in February 2024 and engagement has been
positive. Regeneration is a growing area of the market and in
response to this, we are currently working on creating a
public/private partnership with the support of a key central
Government agency. This will be a key delivery vehicle for Local
Authorities to joint venture with to deliver regeneration projects
in their town centres.
The expansion and breadth of our Capital
Partnerships is a clear indication of the need for specialist
retail partners to enhance performance in the highly operational
retail sector. We believe that our geographical representation,
together with our customer, retailer and capital market insights,
is unrivalled.
Our three current Capital Partnerships
are:
Local
Authorities: with Canterbury City Council
across two shopping centres in Canterbury. Key highlights
include:
●
|
We have completed 21 long-term
leasing transactions across 105,000 sq ft, securing £2.1 million of
annualised rent
|
●
|
In our role as development manager,
we have started on site with Canterbury City Council's new office
headquarters. The new offices are being re-purposed from surplus
retail accommodation within Whitefriars Shopping Centre, and we
expect to hand over the completed offices in July 2024
|
Private Equity
Sector: with BRAVO on one retail park and one
shopping centre in Sheffield. Key highlights:
●
|
At The Moor, Sheffield, we have
grown the net income by 28% since acquisition, with strong interest
on the last remaining vacancies on the newly furbished leisure
deck. We have also generated £16.2 million of capital receipts on
non-core elements of the retail estate with advanced discussions on
the sale of a further two prime residential sites.
|
●
|
At Sprucefield Retail Park, Northern
Ireland we have recently regeared the Sainsbury's on a new long
term deal and we are developing three drive-thru units across 9,800
sq ft pre-let to Nando's, Slim Chickens and Starbucks.
|
Institutional
Sector: with M&G Real Estate across 17
retail parks and two shopping centres. Key highlights:
●
|
Following our appointment in Q4
FY23, the mandate was expanded to include an additional South-East
shopping centre and a retail park
|
●
|
Over the past 12 month, we have
completed 24 leasing transactions across 260,000 sq ft, securing
£4.6 million of rent
|
Finance review
During the year, we have been successful in
further improving our already strong financial position, and we
ended the period with £133.2 million of cash holdings, Net debt to
EBITDA reduced to 4.8x, LTV reduced to 30.8% and Interest Cover
increased to 6.5x. Demonstrating the strong support we have from
our key banking relationships, we were delighted that during the
second half of the year we extended the maturity of our undrawn
£100 million Revolving Credit Facility to November 2026, with two
one-year extension options (subject to lender consent) taking
maturity to November 2028 at a lower annual cost.
Given that the majority of our cash holdings
are on deposit earning a blended return in excess of 5%, we took
the decision to increase our dividend payout in the first half so
that our shareholders received benefit as we waited to deploy. We
did this by distributing 100% of the interest income we received in
the first half as dividend, resulting in a fully covered first half
dividend of 3.4 pence per share. This represented a payout of 85%,
compared to our usual payout of 80%, and was comfortably 118%
covered by Underlying Funds From Operations ('UFFO'). We said at
the time that our intention would be to top up the dividend at the
full year too, subject to deployment progress in the second half,
and given we have continued to hold back on deployment we have
again topped-up the dividend at the full year, using the same
mechanism. This has resulted in a final dividend of 3.2 pence per
share and a total dividend for FY24 of 6.6 pence, representing a
payout of 85% and 118% covered by UFFO.
UFFO for the year ended 31 March 2024 was
£24.4 million, which compares to £25.8 million for the year ended
31 March 2023, with the reduction due to £61.3 million of completed
disposals over the last 24 months and one-off Covid related credits
received in the prior year. Importantly, UFFO for the year ended 31
March 2024 includes £2.5 million of asset management fee income, an
increase of £1.0 million when compared to the prior year,
reflecting the progress we have made during the year in our key
strategic priority to grow our Capital Partnerships.
Taking account of £38.3 million of disposals
completed during the year and the modest valuation movement of
-2.3%, our portfolio was valued on a proportionally consolidated
basis at £543.8 million as at 31 March 2024, compared to £593.6
million as at 31 March 2023. The modest portfolio valuation decline
is reflected in the reduction in EPRA Net Tangible Assets per share
from 121 pence at 31 March 2023 to 115 pence at 31 March 2024. We
delivered a total accounting return of +0.5%, compared to -4.6% in
the prior year.
Key
performance measures
The Group financial statements are prepared
under IFRS, where the Group's interests in joint ventures and
associates are shown as a single line item on the income statement
and balance sheet. Management reviews the performance of the
business principally on a proportionally consolidated basis which
includes the Group's share of joint ventures and associates on a
line-by-line basis. The Group's financial key performance
indicators are presented on this basis.
In addition to information contained in the
Group financial statements, Alternative Performance Measures
('APMs'), being financial measures that are not specified under
IFRS, are also used by management to assess the Group's
performance. These include a number of the financial statistics
included on Page 2 of this document. These APMs include a number of
European Public Real Estate Association ('EPRA') measures, prepared
in accordance with the EPRA Best Practice Recommendations reporting
framework, which are summarised in the 'Alternative Performance
Measures' section at the end of this document. We report these
measures because management considers them to improve the
transparency and relevance of our published results as well as the
comparability with other listed European real estate companies.
Definitions for APMs are included in the glossary and the most
directly comparable IFRS measure is also identified. The measures
used in the review below are all APMs presented on a proportionally
consolidated basis unless otherwise stated.
The APM on which management places most focus,
reflecting the Company's commitment to driving income returns, is
UFFO. UFFO measures the Company's operational profits, which
includes other income and excludes one off or non-cash adjustments,
such as portfolio valuation movements, profits or losses on the
disposal of investment properties, fair value movements on
derivatives and share-based payment expense. We consider this
metric to be the most appropriate for measuring the underlying
performance of the business as it is familiar to non-property
investors, and better reflects the Company's generation of profits.
It is for this reason that UFFO is used to measure dividend
cover.
The relevant sections of this Finance Review
contain supporting information, including reconciliations to the
financial statements and IFRS measures. The 'Alternative
Performance Measures' section also provides references to where
reconciliations can be found between APMs and IFRS
measures.
Underlying
Funds From Operations
The following table reconciles IFRS profit /
(loss) after taxation to UFFO, which is the Company's measure of
underlying operational profits.
Reconciliation of profit / (loss) after
taxation to UFFO
|
31 March
2024
|
31 March
2023
|
|
£m
|
£m
|
Profit / (loss) for the year after taxation
|
3.0
|
(16.8)
|
Adjustments
|
|
|
Revaluation of property
|
13.9
|
38.2
|
Revaluation of joint ventures' and
associates' investment properties
|
-
|
(0.8)
|
Loss on disposal of investment
properties
|
3.8
|
3.8
|
Changes in fair value of financial
instruments
|
(0.1)
|
(0.2)
|
Loss on disposal of joint
venture
|
2.3
|
-
|
Deferred tax
|
-
|
0.2
|
EPRA Earnings
|
22.9
|
24.4
|
Forward looking element of IFRS
9
|
-
|
(0.2)
|
Head office relocation
costs
|
-
|
0.5
|
Share-based payments
charge
|
1.5
|
1.1
|
Underlying Funds From Operations
|
24.4
|
25.8
|
Underlying Funds From Operations is presented on
a proportionally consolidated basis in the following
table.
UNDERLYING FUNDS FROM
OPERATIONS
|
31 March
2024
|
31 March
2023
|
|
Group
|
JVs &
Associates
|
Adjustments1
|
Proportionally
consolidated
|
Proportionally
consolidated
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
65.0
|
1.5
|
-
|
66.5
|
76.2
|
Property
operating expenses
|
(20.9)
|
-
|
-
|
(20.9)
|
(25.7)
|
Net property
income
|
44.1
|
1.5
|
-
|
45.6
|
50.5
|
Administrative expenses
|
(12.4)
|
(0.1)
|
1.5
|
(11.0)
|
(11.1)
|
Other
income
|
0.4
|
-
|
-
|
0.4
|
1.4
|
Operating
profit
|
32.1
|
1.4
|
1.5
|
35.0
|
40.8
|
Net
finance costs
|
(9.9)
|
(0.6)
|
(0.1)
|
(10.6)
|
(14.9)
|
Taxation
|
-
|
-
|
-
|
-
|
(0.1)
|
Underlying Funds From
Operations
|
22.2
|
0.8
|
1.4
|
24.4
|
25.8
|
UFFO per share
(pence)
|
|
|
|
7.8
|
8.3
|
Ordinary dividend per share
(pence)
|
|
|
|
6.6
|
6.7
|
Ordinary
dividend cover
|
|
|
|
118%
|
125%
|
Admin
cost ratio
|
|
|
|
15.7%
|
15.2%
|
Weighted
average # shares (m)
|
|
|
|
311.4
|
309.7
|
1. Adjustments to
Group and JV & Associates figures to remove non-cash and
non-recurring items, principally share-based payment charge £(1.5)
million and revaluation of derivatives £0.1 million
|
|
|
|
|
|
|
|
|
Net property
income
Analysis of
net property income (£m)
|
|
Net property
income for the year ended 31 March 2023
|
50.5
|
Net disposals
|
|
(4.3)
|
Net property
income re-based
|
|
46.2
|
Rent and service
charge provisions
|
|
(0.4)
|
NRI Core, Retail
Parks & Other
|
(0.1)
|
|
NRI
Regeneration
|
(0.4)
|
|
NRI Work
Out
|
(0.9)
|
|
Like-for-like net rental income (including
Work Out)
|
|
(1.4)
|
Asset management fees
|
|
1.2
|
Net property
income for the year ended 31 March 2024
|
45.6
|
On a proportionally consolidated basis, net
property income was £45.6 million in FY24, compared to £50.5
million in FY23. This was predominantly due to the impact of £23.0
million of disposals completed in FY23, the disposal of the Napier
Joint Venture during Q1 FY24 and the disposal of two Work Out
assets in the second half of the year which collectively reduced
net property income by £4.3 million.
The benefit received from rent and service
charge provisions reduced by £0.4 million, largely due to the
collection of historical rental arrears during FY23. Over the
previous two years, we have benefitted from the collection of rent
arrears from the Covid era which had been provided for during the
pandemic. This benefit has drawn to a close as these historical
collections are now finalised and rental and service charge
provisions have stabilised, with rent collection for FY24 remaining
strong at 99%.
Like-for-like net rental income reduced by
£1.4 million during FY24, the majority of which was attributed to
the Work Out portfolio which contributed £0.9 million of the
decline. The Work Out portfolio, which represented 11% of portfolio
valuation at the start of FY24, contains assets we do not want to
hold in their current configuration in the long-term, and therefore
we have a target to either sell or reposition this portfolio. At
the start of FY24 the portfolio contained nine assets, four of
which we earmarked for disposal and five of which we planned to
turnaround by investing capital to reposition. During FY24 we sold
two and repositioned two assets meaning the Work Out portfolio
represented just 6% of total portfolio valuation at the end of
FY24.
Like-for-like net rental income within our
Regeneration portfolio declined slightly by £0.4 million as we
continue to prepare assets for vacant possession but pleasingly,
our Core Shopping Centres and Retail Parks have remained stable
contributing only a modest decline in net rental income of £0.1
million in the year.
Asset management fees generated from our
Capital Partnerships increased by £1.2 million in the year on a
like-for-like basis, predominantly due to the asset management
mandate signed with M&G Real Estate during Q4 FY23. The scope
of this mandate has already expanded twice, with an additional
shopping centre added in April 2023 and an additional retail park
in November 2023, increasing the number of assets managed to 17
retail parks and two shopping centres. As previously noted, we
believe that we have a significant opportunity to deliver further
earnings growth through our Capital Partnerships activity and we
are currently actively seeking a new long-term partner to operate
in the retail park sector, to enable us to co-invest to generate
rental income and asset management fees.
Administrative
expenses
We have continued to focus on cost
efficiencies and, despite inflationary pressures, we have again
reduced administrative expenses, to £11.0 million in FY24 compared
to £11.1 million in FY23. It is also worth noting that in FY21,
immediately prior to the launch of our cost reduction initiatives,
administrative expenses were £12.0 million and so the current year
figure of £11.0 million represents over an 8% reduction versus this
baseline.
As we look forward to the financial years
ahead, we have identified further cost saving initiatives that we
are looking to implement to keep our administrative expenses at a
stable level and where possible to unlock further
reductions.
Other
income
Other income recognised during FY24 of £0.4
million compared to £1.4 million recognised during FY23. The income
in the prior year related to the settlement of an income disruption
insurance claim relating to our car park income during the first
Covid lockdown between March and June 2020. We stated in our FY23
results that a more modest claim relating to our commercialisation
and turnover rent income during the same Covid period remained
ongoing, and during the first half of FY24 we settled the
commercialisation element of the claim, which contributed the
entire £0.4 million of Other income recognised during the
year.
Net finance
costs
Net finance costs reduced by £4.3 million
during FY24, falling from £14.9 million in FY23 to £10.6 million in
FY24, primarily due to interest income received on our cash
reserves. We are currently holding cash reserves of £133.2 million,
the majority of which are on deposit generating a return of over
5%, which contributed £5.4 million of income during the year,
compared to £1.1 million in the year ended 31 March 2023 due to an
increase in cash holdings and deposit rates, reflective of our
pro-active treasury management.
Taxation
As a REIT we are exempt from UK corporation
tax in respect of our qualifying UK property rental income and
gains arising from direct and indirect disposals of exempt property
assets. The majority of the Group's income is therefore tax free as
a result of its REIT status, albeit this exemption does not extend
to other sources of income such as interest or asset management
fees.
Dividends
Under our dividend policy, we declare
dividends equivalent to 80% of UFFO twice annually at the Company's
half and full year results, calculated with reference to the most
recently completed six-month period.
The Company is a member of the REIT regime
whereby profits from its UK property rental business are tax
exempt. The REIT regime only applies to certain property-related
profits and has several criteria which have to be met, including
that at least 90% of our profit from the property rental business
must be paid as dividends. We intend to continue as a REIT for
the foreseeable future, and therefore our policy allows the final
dividend to be "topped-up", including where required to ensure REIT
compliance, such that the payout in any financial year may be
higher than our base policy position of 80% of UFFO.
When we announced our half year results in
November 2023, we explained that we would top-up our half year
dividend pending deployment of the significant cash holdings
available at that time, by paying out 100% rather than 80% of the
interest income earned on our cash holdings during the first half.
This increased the first half dividend by 0.2 pence per share
meaning that the dividend in respect of the six months ended 30
September 2023 was 3.4 pence per share, which represented an 85%
payout / 118% cover of UFFO of 4.0 pence per share. We also noted
that our intention would be to top-up the full year dividend too,
subject to capital deployment in H2.
The Board has today declared a final dividend,
in respect of the second half of FY24, of 3.2 pence per share. This
dividend includes a 0.2 pence per share top-up consistent with the
approach adopted in the half year and reflecting that we have
deployed limited capital in the second half. This takes the total
FY24 dividend declared to 6.6 pence, equivalent to 85% of UFFO per
share of 7.8 pence. The final dividend of 3.2 pence per share in
respect of the year ended 31 March 2024 will, subject to
shareholder approval at the 2024 AGM, be paid on 16 August 2024.
The ex-dividend date will be 4 July 2024 with an associated record
date of 5 July 2024. The dividend will be payable as a REIT
Property Income Distribution (PID).
Balance
sheet
EPRA net tangible assets ('EPRA NTA') include
a number of adjustments to the IFRS reported net assets and both
measures are presented below on a proportionally consolidated
basis.
|
As at 31 March
2024
|
As at 31 March
2023
|
|
Group
|
JVs &
Associates
|
Proportionally
consolidated
|
Proportionally
consolidated
|
£m
|
£m
|
£m
|
£m
|
Properties at
valuation1
|
533.8
|
10.0
|
543.8
|
593.6
|
Right of use asset
|
75.6
|
-
|
75.6
|
76.7
|
Investment in JVs &
associates
|
5.7
|
(5.7)
|
-
|
-
|
Other non-current assets
|
0.3
|
-
|
0.3
|
1.9
|
Cash
|
132.8
|
0.4
|
133.2
|
111.3
|
Other current assets
|
11.4
|
0.4
|
11.8
|
15.9
|
Total assets
|
759.6
|
5.1
|
764.7
|
799.4
|
Other current liabilities
|
(26.3)
|
(0.4)
|
(26.7)
|
(30.6)
|
Lease liability
|
(75.6)
|
-
|
(75.6)
|
(76.7)
|
Borrowings2
|
(296.6)
|
(3.9)
|
(300.5)
|
(312.6)
|
Other non-current
liabilities
|
-
|
(0.8)
|
(0.8)
|
(0.9)
|
Total liabilities
|
(398.5)
|
(5.1)
|
(403.6)
|
(420.8)
|
IFRS net assets
|
361.1
|
-
|
361.1
|
378.6
|
EPRA adjustments:
|
|
|
|
|
Deferred tax
|
|
|
0.8
|
0.9
|
Fair value financial
instruments
|
|
|
(0.1)
|
(0.6)
|
EPRA NTA
|
|
|
361.8
|
378.9
|
EPRA NTA per share
|
|
|
115p
|
121p
|
IFRS net assets per share
|
|
|
116p
|
122p
|
LTV
|
|
|
30.8%
|
33.9%
|
1. See Note 14 for a
reconciliation between Properties at valuation and categorisation
per Consolidated balance sheet
2. Principal value
of gross debt, less unamortised fees
|
|
|
|
|
|
|
|
Net
assets
As at 31 March 2024, IFRS net assets were
£361.1 million, reducing from £378.6 million at 31 March 2023
primarily due to the 2.3% like-for-like decrease in our portfolio
valuation, the majority of which (2.0%) occurred in the first half
of the year. Encouragingly, in the second half, valuations were broadly stable reducing by a modest 0.4%,
driven by stabilised ERVs and yield profiles. This reflected
an outperformance versus both the MSCI All Property (-2.9%) and All
Retail (-3.4%) indices.
EPRA NTA is calculated by adjusting net assets
to reflect the potential impact of dilutive ordinary shares, and to
remove the fair value of any derivatives, deferred tax and goodwill
held on the balance sheet. These adjustments are made with the aim
of improving comparability with other European real estate
companies. For the same reason noted above when discussing IFRS net
assets, EPRA NTA decreased by 4.5% to £361.8 million from £378.9
million at 31 March 2023 and EPRA NTA per share decreased by 5.0%
to 115 pence from 121 pence at 31 March 2023.
Properties at
valuation
Properties at valuation decreased by £49.8
million from £593.6 million as at 31 March 2023 to £543.8 million
as at 31 March 2024. The principal reason for the decrease was the
£31.3 million disposal of our Napier Joint Venture with BRAVO and
£7.0 million of disposals in our Work Out portfolio. The remainder
of the decrease reflects the modest portfolio valuation decline
explained above of 2.3%.
Debt &
financing
|
Proportionally
consolidated
|
|
|
31 March 2024
|
30 September 2023
|
31 March 2023
|
|
Weighted average cost of debt - drawn
only1
|
3.5%
|
3.5%
|
3.5%
|
|
Weighted average debt maturity - drawn
only1
|
3.9 yrs
|
4.4 yrs
|
4.7 yrs
|
|
Weighted average debt maturity -
total2
|
3.6 yrs
|
4.1 yrs
|
3.8 yrs
|
|
1. Weighted average
cost of debt and weighted average debt maturity on drawn debt
only
2. Weighted average
debt maturity on total debt. Figure at 31 March 2023 includes £125
million undrawn RCF. Figures at 30 September 2023 and 31 March 2024
include the new £100 million undrawn RCF which was agreed in the
second half of FY24. Average debt maturity excludes two one-year
extension options on the RCF. Assuming these options are exercised
and bank approved, weighted average debt maturity on total debt at
31 March 2024 increases to 4.1 years
|
Proportionally
consolidated
|
31 March 2024
|
30 September 2023
|
31 March 2023
|
|
|
£m
|
£m
|
£m
|
|
Cash
|
133.2
|
138.0
|
111.3
|
|
Principal value of gross debt
|
(304.0)
|
(304.0)
|
(316.0)
|
|
Net debt1
|
(167.3)
|
(163.1)
|
(201.3)
|
|
Drawn
RCF
|
-
|
-
|
-
|
|
Total
liquidity2
|
233.2
|
238.0
|
236.3
|
|
Gross debt
repaid / (drawn) in the year / period
|
12.0
|
12.0
|
(2.0)
|
|
|
|
|
|
|
Loan to
Value
|
30.8%
|
29.5%
|
33.9%
|
|
1. Including
unamortised arrangement fees
2. Cash and undrawn
RCF. Position at 31 March 2023 includes £125 million undrawn RCF.
Position at 30 September 2023 and 31 March 2024 includes the new
£100 million undrawn RCF which was agreed in the second half of
FY24
|
Our weighted average cost of debt has remained
stable throughout the financial year at 3.5% and our weighted
average debt maturity has reduced from 4.7 years as at 31 March
2023 to 3.9 years as at 31 March 2024. Both cost of debt and
weighted average debt maturity are now closely aligned to our
unsecured corporate bond because this now accounts for £300 million
of our £304 million of drawn debt following the repayment of our
share (£12 million) of the secured bilateral facility in the Napier
Joint Venture on its disposal during the first half of the
year.
In November 2023 we successfully refinanced
the Revolving Credit Facility ('RCF') with all four banks involved
in the previous facility (Barclays Bank PLC, HSBC UK Bank plc,
National Westminster Bank plc and Santander UK plc) demonstrating
their continued support for NewRiver through the refinanced
facility. The new facility is for £100 million, with a £50 million
accordion available subject to lender approval (previous facility
£125 million with a £50 million accordion), and the maturity has
been extended from August 2024 to November 2026 with options to
extend the facility by two additional one-year terms (subject to
lender approval) to November 2028. In addition, the annual cost of
holding the RCF has also reduced, as a result of a reduction in
both the headline margin and quantum. Although the RCF is currently
undrawn, maintaining the RCF ensures we continue to benefit from
access to valuable additional liquidity and at the same time by
reducing the size and margin of the RCF, we have been able to do so
at a reduced overall cost.
Financial
policies
We have five financial policies in total,
including LTV and Interest cover which also appear as debt
covenants on our unsecured RCF and our bond. These form a key
component of our financial risk management strategy which remains
as important as ever given the macro-economic climate. For the year
ended 31 March 2024, we were in compliance with all of our
financial policies.
Measure
|
Financial policy
|
Proportionally
consolidated
|
|
|
31 March 2024
|
30 September 2023
|
31 March 2023
|
Loan to value
|
Guidance
<40%
Policy
<50%
|
30.8%
|
29.5%
|
33.9%
|
|
|
Group
|
|
|
31 March 2024
|
30 September 2023
|
31 March 2023
|
Balance sheet gearing
|
<100%
|
45.4%
|
43.5%
|
49.7%
|
|
|
Proportionally
consolidated
|
|
|
FY24
|
HY24
|
FY23
|
Net debt: EBITDA
|
<10x
|
4.8x
|
4.4x
|
4.9x
|
Interest cover1
|
>2.0x
|
6.5x
|
5.2x
|
4.3x
|
Ordinary dividend cover2
|
>100%
|
118%
|
118%
|
125%
|
1. 12 month
look-back calculation, consistent with debt covenant
2. Calculated with
reference to UFFO
|
We have seen improvements across all four of
our debt related financial policies during the year ended 31 March
2024.
LTV has reduced over the financial year from
33.9% at 31 March 2023 to 30.8% at 31 March 2024 and continues to
be well within our guidance of <40%, primarily due to the
disposal of our Napier Joint Venture with BRAVO and two of our Work
Out assets. LTV increased slightly in the second half of the
financial year from 29.5% at 30 September 2023 due to the EBT Share
Purchase Programme in Q3 and the payment of the annual interest on
the £300 million unsecured corporate bond in March 2024. Balance
sheet gearing followed the same pattern for the same reasons,
reducing from 49.7% at 31 March 2023 to 43.5% at 30 September 2023,
before increasing slightly to 45.4% at 31 March 2024, well within
our guidance.
Net debt: EBITDA, has improved marginally from
the position at 31 March 2023, reducing by 0.1x to 4.8x, with an
increase in H2 from the position at 30 September 2023 due to
payment of bond interest.
Our interest cover, which is calculated using
the net of cash interest paid and cash interest received, has
improved significantly throughout the year, from 4.3x at 31 March
2023 to 5.2x at 30 September 2023 to 6.5x at 31 March 2024 as we
continued to hold significant cash reserves pending
deployment.
The Board has declared a final dividend of 3.2
pence per share, bringing the total dividend declared for the year
to 6.6 pence per share, which represents 85% of UFFO and so is
comfortably fully covered, in-line with our financial
policy.
Additional
guidelines
Alongside our financial policies we have a
number of additional guidelines used by management to analyse
operational and financial risk, which we disclose in the following
table:
|
Guideline
|
31 March
2024
|
Single retailer concentration
|
<5% of gross income
|
3.3% (Poundland)
|
Development expenditure
|
<10% of GAV
|
<1%
|
Risk-controlled development
|
>70% pre-let or pre-sold on
committed
|
N/A, no developments on site
|
Conclusion
We have produced a strong set of financial
results, underpinned by the consistency of our portfolio's
underlying cashflows, continued improvement across all of our key
financial metrics and growth from our Capital Partnerships, which
we have earmarked for further growth given we are now in a position
to deploy capital selectively and decisively when the right
opportunities arise.
Looking forward, we remain confident in our
ability to deliver our medium-term target of a consistent 10% total
accounting return.
Will
Hobman
Chief
Financial Officer
Notes to Editors
About NewRiver
NewRiver REIT plc ('NewRiver') is a leading
Real Estate Investment Trust specialising in buying, managing and
developing resilient retail assets throughout
the UK.
Our £0.54 billion UK wide
portfolio covers 6.1 million sq ft and comprises 24 community
shopping centres and 12 conveniently located retail parks occupied
by tenants predominately focused on essential goods and services.
In addition we manage 18 retail parks and 5 shopping centres on
behalf of Capital Partners, taking our total Assets Under
Management to £1.3 billion. Our objective is to own and manage
the most resilient retail portfolio in the UK, focused on
retail parks, core shopping centres, and regeneration opportunities
in order to deliver long-term attractive recurring income returns
and capital growth for our shareholders.
NewRiver has a Premium Listing on the Main
Market of the London Stock Exchange (ticker: NRR). Visit
www.nrr.co.uk for further information.
Principal risks and uncertainties
Managing our risks and opportunities
Risk is inherent in all businesses and
effective risk management enables us to manage both the threats and
the opportunities associated with our strategy and the operation of
our business model.
Our small workforce encourages flexibility and
collaboration across the business in all areas including risk
management. The accessibility and flexibility of the Board and
senior staff are particularly pertinent when adapting to evolving
risks, emerging risks and external risks such as the aftereffects
of a global pandemic and geopolitical instability. This flexibility
enables the business to adjust and respond to fast-changing
situations and prove its resilience and adaptability.
The Board has ultimate responsibility for the
risk management and internal controls framework of the Company and
regularly evaluates appetite for risk, ensuring our exposure to
risk is managed effectively. The Audit Committee monitors the
adequacy and effectiveness of the Company's risk management and
internal controls and supports the Board in assessing the risk
mitigation processes and procedures. The Executive Committee is
closely involved with day-to-day risk management, ensuring that it
is embedded within the Company's culture and values and that there
is a delegation of accountability for each risk to senior
management.
Risk monitoring and assessment including emerging
risks
The identification of risks and their
management is a continual and evolving process. This has been
underscored more so over recent years in which global macroeconomic
and geopolitical events have created uncertainty across all
sectors, both economically and socially. Geopolitical events have
also impacted supply chains and sentiment.
The Company maintains a risk register in which
a range of categories are considered. These risks are linked to the
business model and strategic priorities of the Company. The risk
register assesses the impact and probability of each identified
risk. By identifying all risks on a register and continuously
updating this register, principal risks can be identified as those
that might threaten the Company's business model, future
performance, solvency or liquidity and reputation. Their potential
impact and probability will also be a factor in whether they are
classed as principal. The risk register also records actions that
can be taken to further mitigate the risk and each action is
assigned to an individual or group. Mitigation factors and actions
are assigned to all risks whether they are principal, non-principal
or emerging.
The continuous updating of this risk register
allows us to assess how risks are evolving, assists in identifying
emerging risks as they develop and ensures that the impact of each
identified risk is continually monitored as it emerges and
progresses. During FY23 we identified an emerging depositor risk as
our cash holdings continued to build up. This risk was not a
principal risk but by identifying the emerging risk as it has
developed, we were able to update our treasury policies to ensure
that they were fit for purpose and that cash is spread across
various banking institutions. We continue to monitor this in FY24
and a Board-approved counterparty list is continuously monitored
using S&P and Fitch credit ratings. The treasury policy
dictates the maximum exposure to a counterparty based on their
rating. The operation of the treasury policy is reported to the
Board on a quarterly basis. This emerging risk also created an
opportunity as the Group has been able to take advantage of
favourable deposit opportunities. We have not identified any
further emerging risks during FY24.
Risk appetite
and mitigation
The Board has a low-risk appetite for compliance
(legal and regulation) related risk. The Board however recognises
that the external environment in which it operates is inherently
risky. Mitigating actions are therefore agreed for all risks that
exceed the Group's risk appetite. Our experienced leadership team
continuously works to mitigate the risks arising from the external
environment in some of the following ways:
●
|
Maintaining an unsecured balance
sheet, with the Company benefiting from a more diversified debt
structure and gaining access to a larger pool of capital to help
achieve our strategic goals
|
●
|
A disciplined approach to asset
selection with probability risk-adjusted returns
|
●
|
Deploying capital in joint ventures
and associates, thereby diversifying risk
|
●
|
A diverse tenant base in which there
is no single tenant exposure of more than 4%
|
●
|
An experienced Board and senior
management
|
Principal risk areas are:
External
risks
|
Operational
risks
|
1.
Macroeconomic
|
7.
People
|
2. Political
and regulatory
|
8.
Financing
|
3.
Catastrophic external event
|
9. Asset
management
|
4a. Climate change strategy
|
10.
Development
|
4b. Climate change impacts on our
assets
|
11.
Acquisitions
|
5. Changes in
technology and consumer habits and demographics
|
12.
Disposals
|
6. Cyber
security
|
|
External
risks
Risk and
impact
|
Monitoring and
management
|
Change in risk
assessment during the period
|
1. Macroeconomic
Economic conditions
in the UK and changes to fiscal and monetary policy may impact
market activity, demand for investment assets, the operations of
our occupiers or the spending habits of the UK
population.
|
·
The Board regularly assesses the Company's
strategy in the context of the wider macroeconomic environment.
This continued review of strategy focuses on positioning our
portfolio for the evolving economic situation.
·
The Board and management team consider updates
from external advisers, reviewing key indicators such as forecast
GDP growth, employment rates, interest rates and Bank of England
guidance and consumer confidence indices.
·
Our portfolio is focused on resilient market
sub-sectors such as essential retailers.
·
Through regular stress testing of our portfolio
we ensure our financial position is sufficiently
resilient.
·
Closely monitoring rent collection and cash
flow.
|
·
Macroeconomic risk has remained the same during
the year and is considered a medium to high impact risk with a
high
probability.
·
Sentiment has been impacted by interest rates,
geopolitical issues and inflation.
·
Overall portfolio valuations slightly decreased
in the second half of the year, however our debt covenant and
financial policy headroom remains high.
·
Continued inflation could fuel wage growth and
costs leading to rate increases above current forecasts.
·
Inflation has fallen during 2023 and 2024 and
the Bank of England is working with interest rate adjustments to
reduce inflation to fall to its 2% target.
|
2. Political and
regulatory
Changes in UK
Government policy, the adverse effects of Brexit on our tenants, or
the impact of political uncertainty on consumers' retail and
leisure spend.
|
·
The Board regularly considers political and
regulatory developments and the impact they could have on the
Company's strategy and operating environment.
·
External advisers, including legal advisers,
provide updates on emerging regulatory changes to ensure the
business is prepared and is compliant.
·
We regularly assess market research to gauge
the impact of regulatory change on consumer habits.
·
We carry out stress testing on our portfolio in
relation to regulatory changes which may impact our operations or
financial position.
·
Where appropriate, we participate in industry
and other representative bodies to contribute to policy and
regulatory debate. Individual ExCo constituents are members of the
BPF and the High Street Task Force.
|
·
Political and regulatory risk has remained the
same during the year. This is considered a medium to high impact risk with a
high
probability.
·
There has been political uncertainty within the
UK due to changes in leadership over recent years and a decline in
market confidence. This is likely to continue with a general
election in July and a potential change of Government. There have
also been political changes at a local authority level.
·
There still remains some uncertainty around the
longer-term impacts of Brexit and also uncertainties relating to
the possibility of Scottish devolution.
|
3. Catastrophic external
event
An external event
such as civil unrest, a civil emergency including a large-scale
terrorist attack or pandemic, could severely disrupt global markets
and cause damage and disruption to our assets.
|
·
The Board has developed a comprehensive crisis
response plan which details actions to be taken at a head office
and asset level.
·
The Board regularly monitors the Home Office
terrorism threat level and other security guidance.
·
The Board regularly monitors advice from the UK
Government regarding pandemic responses and emergency procedures at
our assets are regularly tested and enhanced in line with the
latest UK Government guidance.
·
We have robust IT security systems which cover
data security, disaster recovery and business continuity
plans.
·
The business has comprehensive insurance in
place to minimise the cost of damage and disruption to
assets.
|
·
Catastrophic external event risk has remained
the same during the year and is considered a high impact risk with a medium to
high
probability.
·
The after effects of a global pandemic caused
unprecedented economic and operational disruption and the
continuing global developments create uncertainty. We mitigated the
impact of these events through our portfolio positioning focusing
on essential goods and services, our cash position and liquidity
and our active approach to asset management.
·
The cost-of-living crisis, continued inflation
and mortgage rate increases have impacted UK households. Our
operational performance has however demonstrated the resilience of
our portfolio.
·
The National Terrorism Threat Level is
substantial and the full long-term impact from the wars in Ukraine
and the Middle East and other geopolitical events remains
unclear.
|
4a. Climate change
strategy
A failure to
implement appropriate climate risk management measures, comply with
evolving regulations or meet our ESG targets could impact the
operation and value of our assets, leading to a risk of asset
obsolescence, reputational damage and erosion of investor
value.
|
·
We have a comprehensive ESG programme which is
regularly reviewed by the Board and Executive Committee.
·
One of the key objectives of the programme is
to minimise our impact on the environment through reducing energy
consumption, sourcing from renewable sources and increased
recycling.
·
We have developed our Pathway to Net Zero
Carbon and set medium and long-term targets in line with the latest
science-based targets.
·
ESG performance is independently reviewed by
our external environmental consultants and is measured against
applicable targets and benchmarks.
·
We continue to report in line with TCFD
requirements.
|
·
Climate change strategy risk remained the same
during the period and is considered a medium to high impact risk with a
medium to high
probability.
·
ESG has risen up the agenda of many
stakeholders and expectations of compliance with best practice have
increased.
·
Regulatory requirements have also increased
during the period, in addition to the scoring criteria for certain
ESG benchmarks such as GRESB.
·
Our ESG Committee pre-empted these changes and
our initiatives and disclosure continue to evolve in-line with best
practice.
·
ESG is embedded into capital allocation
decisions and is considered for all future acquisitions.
|
4b. Climate change impacts on our
assets
Adverse impacts from
environmental incidents such as extreme weather or flooding could
impact the operation of our assets. A failure to implement
appropriate climate risk management measures at our assets could
lead to erosion of investor value and increases in insurance
premiums.
|
·
We regularly assess assets for environmental
risk and ensure sufficient insurance is in place to minimise the
impact of environmental incidents.
·
In conjunction with insurers, flood risk
assessments have been carried out at all of our assets and the risk
is considered low.
|
·
Climate change impacts on our assets risk has
increased during the period and is considered a medium to high impact risk with a
medium probability. The
probability of this risk has increased as governments globally,
including the UK Government, continue to take insufficient action
and temperatures continue to rise, with 2023 being the hottest year
on record.
·
Although exposure to extreme weather events is
a near-term risk, other climate impacts such as heat stress and sea
level rises are medium-term or long-term time horizons. Whilst
their impact is high, their probability is medium in the short to
medium term.
·
Climate impacts are embedded into capital
allocation decisions and considered for all future acquisitions of
both equipment installed at our assets and for the assets
themselves.
|
5. Changes in technology and consumer
habits and demographics
Changes in the way
consumers live, work, shop and use technology could have an adverse
impact on demand for our assets.
|
·
The Board and Executive Committee regularly
assess our overall corporate strategy and acquisition, asset
management and disposal decisions in the context of current and
future consumer demand. Our strategy is designed to focus on
resilient assets that take into account these future
changes.
·
We closely assess the latest trends reported by
research providers, including cash spent at our assets, to ensure
we are aligned with evolving consumer trends.
·
Our retail portfolio is focused on essential
spending on goods and services which are resilient to the growth of
online retail.
·
Our retail parks are ideally positioned to help
retailers with their multi-channel retail strategies.
|
·
Changes in technology and consumer habits risk
has remained the same during the year and is considered a
low to medium impact risk
with a high
probability.
·
Although the global pandemic lockdown
restrictions significantly increased home working and online
shopping we have seen evidence that this is unwinding in recent
years. This provides opportunities for our portfolio, particularly
retail parks and local community shopping centres.
·
Our portfolio is focused on providing essential
retail to local communities, which continues to mitigate the impact
of online retail on our portfolio.
·
Our portfolio is positioned to ensure that over
the longer term we have the most resilient retail portfolio in the
UK.
|
6. Cyber security
A cyber attack could
result in the Group being unable to use its IT systems and/or
losing data. This could delay reporting and divert management time.
This risk could be increased due to employees continuing to work
from home following the pandemic and due to geopolitical
events.
|
·
There are limited IT servers on
sites.
·
Multiple third-party supplier programmes are
used which have their own security systems and are independently
audited by Deloitte and ISO2000 accredited.
·
ExCo receives quarterly reporting on IT
matters.
·
Security protocols are in place to ensure swift
changes to data access following staff changes and authority limit
access.
·
We have reviewed our IT systems and have
enhanced a number of areas during the year.
·
Cyber insurance cover is in place.
·
We have recently carried out an external review
of the Group's IT security and systems as part of our internal
audit process.
|
·
Cyber security has increased during the year
and is considered a medium to high
impact risk with a high
probability. Global developments have increased cyber
security risks with many high-profile organisations being targeted
by cyber attacks. We continue to carry out further enhancements to
our IT systems and procedures and update, monitor and review our
internal control procedures.
|
Operational
risks
Risk and
impact
|
Monitoring and
management
|
Change in risk
assessment during the period
|
7. People
The inability to
attract, retain and develop our people and ensure we have the right
skills in place could prevent us from implementing our
strategy.
|
·
Attracting, retaining and developing talent is
core to our HR strategy, which is regularly reviewed by the Board
and Executive Committee.
·
We undertake an extensive Employee Engagement
Survey once a year to gauge employee views on leadership, company
culture, health and wellbeing, personal growth and benefits and
recognition. This informs any changes to HR policy.
·
We regularly benchmark our pay and benefits
against those of peers and the wider market.
·
We regularly review the Group's resourcing
requirements, performance management, talent and succession
planning.
·
Longer notice periods are in place for key
employees.
·
Our recruitment policies consider the needs of
the business today and our aspirations for the future, whilst
ensuring our unique corporate culture is maintained.
|
·
The probability of the People risk has reduced
during the year. It is considered a medium impact risk with a medium probability.
·
Although inflation puts pressure on salary
costs and demands, this impact is mitigated by an active employee
engagement programme and the alignment of reward with both
individual and Company-level performance. The vesting of the LTIP
award in August 2023 has improved staff perceptions of these
long-term awards and improved their motivational impact.
·
We continue to focus on staff wellbeing and
actively seek regular feedback from staff.
The recent Sunday Times Best Places to Work 2024 survey was
strongly positive with NewRiver scoring "excellent' in all
criteria.
·
We also offer many forms of flexible working
including job share, annualised hours, variation of hours and
working from home. Since the pandemic we have implemented a policy
of working enabling staff to work from home a number of days a week
should they choose to do so.
|
8. Financing
If gearing levels
become higher than our risk appetite or lead to breaches in bank
covenants, this would impact our ability to implement our strategy.
The business could also struggle to obtain funding or face
increased interest rates as a result of macroeconomic
factors.
|
·
The Board regularly assesses Company financial
performance and scenario testing, covering levels of gearing and
headroom to financial covenants and assessments by external rating
agencies.
·
The Company has a programme of active
engagement with key lenders and shareholders.
·
The Company has a wholly unsecured balance
sheet, which mitigates the risk of a covenant breach caused by
fluctuations in individual property valuations.
·
The Company has long-dated maturity on its
debt, providing sufficient flexibility for refinancing.
·
Working capital and cashflow
analysis and detailed forward assessments of cashflows are
regularly reviewed by the Executive Committee.
·
Our credit rating is independently assessed by
Fitch Ratings at least annually.
|
·
Financing risk remained the same during the
year and is considered a low to
medium impact risk with a medium probability.
·
Macroeconomic developments, particularly the
increase in inflation, have impacted financial markets. The
strength of the Company's unsecured balance sheet means we have
significantly mitigated the risk of not being able to secure
sufficient financing. Increased cash levels have also mitigated
these risks and provide deposit opportunities.
·
The Company extended the maturity on its
undrawn Revolving Credit Facility to November 2026 during the
year.
·
There is no exposure to interest rate rises on
drawn debt.
|
9. Asset management
The performance of
our assets may not meet with the expectations outlined in their
business plans, impacting financial performance and the ability to
implement our strategies.
|
·
Asset-level business plans are regularly
reviewed by the asset management team and the Executive Committee
and detailed forecasts are updated frequently.
·
The Executive Committee reviews whole portfolio
performance on a quarterly basis to identify any trends that
require action.
·
Our asset managers are in contact with centre
managers and occupiers on a daily basis to identify potential risks
and improvement areas.
·
Revenue collection is reviewed regularly by the
Executive Committee.
·
Retailer concentration risk is monitored, with
a guideline that no retailer will account for more than 5% of gross
income (currently our largest retailer is Poundland accounting for
3.3% of gross income).
|
·
Asset management risk has remained the same
during the year and is considered a medium to high impact risk with a
medium
probability.
·
The global pandemic placed restrictions on the
operations of our occupiers and impacted performance and rent
collection at our assets. These have improved greatly and are now
back to pre-pandemic levels.
·
Our diverse tenant portfolio focuses on
essential retail which reduces the impact of individual tenant
defaults.
·
Although we have a low probability of default,
the continued cost-of-living crisis may impact the financial health
of our occupiers.
·
Our operational performance continues to prove
the resilience of our assets.
|
10. Development
Delays, increased
costs and other challenges could impact our ability to pursue our
development pipeline
and therefore our
ability to profitably recycle development sites and achieve
returns
on
development.
|
·
We apply a risk-controlled development strategy
through negotiating long-dated pre-lets for the majority of
assets.
·
All development is risk-controlled and forms
only a small element of the portfolio by value.
·
Capital deployed is actively monitored by the
Executive Committee, following detailed due diligence modelling and
research.
·
An experienced development team monitors
on-site development and cost controls.
·
On large-scale developments where construction
is more than 12 months, we look to carry out the project in
partnership and/or forward sell.
|
·
Development risk probability decreased during
the period as the business currently has less development projects.
It is considered a medium
impact risk with a medium
probability.
·
Supply issues and increases in the cost of
building supplies will impact developments, however, as they remain
a small part of our portfolio the overall impact is low.
·
A number of our Regeneration assets were sold
in prior years which has decreased the proportion of assets focused
on development which inherently reduces risk exposure.
|
11. Acquisitions
The performance of
asset and corporate acquisitions might not meet with our
expectations and assumptions, impacting our revenue and
profitability.
|
·
We carry out thorough due diligence on all new
acquisitions, using data from external advisers and our own
rigorous in-house modelling before committing to any transaction.
Probability-weighted analysis takes account of these
risks.
·
Acquisitions are subject to approval by the
Board and Executive Committee, who are highly experienced in the
retail sector.
·
We have the ability to acquire in joint
ventures, thereby sharing risk.
|
·
Acquisition risk has remained the same through
the year and is considered a medium impact risk with a medium probability.
·
The lack of supply and relative price of some
assets may reduce opportunities for acquisition.
·
We are now in a position to deploy capital in
line with our returns-focused approach to capital allocation and
subject to our LTV guidance.
|
12. Disposals
We may face
difficulty in disposing of assets or realising their fair value,
thereby impacting profitability and our ability to reduce debt
levels or make further acquisitions.
|
·
Our portfolio is focused on high-quality assets
with low lot sizes, making them attractive to a wide pool of
buyers.
·
Assets are valued every six months by external
valuers, enabling informed disposal pricing decisions.
·
Disposals are subject to approval by the Board
and Executive Committee, who are highly experienced in the retail
sector.
·
Our portfolio is large and our average asset
lot size is small, meaning that each asset represents only a small
proportion of revenues and profits, thereby mitigating the impact
of a sale not proceeding.
|
·
Disposal risk has remained the same during the
year and is considered a medium
impact risk with a medium
to high probability.
·
National and geopolitical uncertainty, interest
rate rises, inflation and the cost-of-living crisis mean that
markets remain uncertain and are causing some purchasers to
reconsider or delay acquisition decisions.
·
We have an active and successful disposal
programme where we have executed disposals in the year, with the
volume of transactions being completed increasing disposal risk.
The average lot size however is lower than most in the market so
our assets tend to be more liquid.
|
Directors'
Responsibility Statement
The Annual Report for the year ended 31 March
2024, which will be filed in August 2024, contains a responsibility
statement in compliance with DTR 4.1.12 of the Listing Rules, which
sets out that the Directors confirm to the best of their
knowledge:
●
|
The Group financial statements,
which have been prepared in accordance with UK-adopted
international accounting standards, give a true and fair view of
the assets, liabilities, financial position and profit of the
Group;
|
●
|
The Company financial statements,
which have been prepared in accordance with United Kingdom
Accounting Standards, comprising FRS 101, give a true and fair view
of the assets, liabilities and financial position of the Company;
and
|
●
|
The Strategic Report includes a fair
review of the development and performance of the business and the
position of the Group and Company, together with a description of
the principal risks and uncertainties that it faces.
|
On the behalf
of the Board
Allan
Lockhart
Will Hobman
Chief
Executive
Chief Financial Officer
20 June
2024
Copies of this announcement are available on
the Company's website at www.nrr.co.uk and can be
requested from the Company's registered office at 89 Whitfield
Street, London, W1T 4DE.
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
For the year ended 31 March
2024
|
|
Year
ended 31 March 2024
|
Year
ended 31 March 2023
|
|
Notes
|
Operating
and
financing
2024
£m
|
Fair value adjustments
2024
£m
|
Total
2024
£m
|
Operating
and
financing
2023
£m
|
Fair value adjustments
2023
£m
|
Total
2023
£m
|
|
Revenue
|
4
|
65.0
|
-
|
65.0
|
72.2
|
-
|
72.2
|
|
Property
operating expenses*
|
5
|
(20.9)
|
-
|
(20.9)
|
(25.1)
|
-
|
(25.1)
|
|
Net
property income
|
|
44.1
|
-
|
44.1
|
47.1
|
-
|
47.1
|
|
Administrative expenses
|
6
|
(12.4)
|
-
|
(12.4)
|
(12.6)
|
-
|
(12.6)
|
|
Other
income
|
7
|
0.4
|
-
|
0.4
|
1.4
|
-
|
1.4
|
|
Share of
profit from joint ventures
|
15
|
0.5
|
-
|
0.5
|
2.4
|
0.6
|
3.0
|
|
Share of
profit from associates
|
16
|
0.3
|
-
|
0.3
|
0.1
|
0.2
|
0.3
|
|
Net
property valuation movement
|
14
|
-
|
(13.9)
|
(13.9)
|
-
|
(38.2)
|
(38.2)
|
|
Loss on
disposal of joint venture
|
8
|
(2.3)
|
-
|
(2.3)
|
-
|
-
|
-
|
|
Loss on
disposal of investment properties
|
9
|
(3.8)
|
-
|
(3.8)
|
(3.8)
|
-
|
(3.8)
|
|
Operating
profit / (loss)
|
|
26.8
|
(13.9)
|
12.9
|
34.6
|
(37.4)
|
(2.8)
|
|
Finance
income
|
10
|
5.4
|
-
|
5.4
|
1.4
|
-
|
1.4
|
|
Finance
costs
|
10
|
(15.3)
|
-
|
(15.3)
|
(15.4)
|
-
|
(15.4)
|
|
Profit /
(loss) for the year before taxation
|
|
16.9
|
(13.9)
|
3.0
|
20.6
|
(37.4)
|
(16.8)
|
|
Taxation
|
11
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Profit /
(loss) for the year
|
|
16.9
|
(13.9)
|
3.0
|
20.6
|
(37.4)
|
(16.8)
|
|
Total
comprehensive profit / (loss) for the year
|
|
|
|
3.0
|
|
|
(16.8)
|
|
There are
no items of other comprehensive income for the current or prior
year
|
|
|
Earnings
/ (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
(pence)
|
12
|
|
|
1.0
|
|
|
(5.4)
|
|
Diluted
(pence)
|
12
|
|
|
1.0
|
|
|
(5.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
*Included in property operating
expenses is an expected credit loss reversal of £nil (2023: £0.1
million) relating to debtors.
CONSOLIDATED BALANCE
SHEET
As AT 31 March 2024
|
Notes
|
2024
£m
|
2023
£m
|
Non-current assets
|
|
|
|
Investment properties
|
14
|
608.7
|
627.3
|
Right of
use asset
|
21
|
0.7
|
0.9
|
Investments in joint ventures
|
15
|
0.1
|
23.8
|
Investments in associates
|
16
|
5.6
|
5.5
|
Property,
plant and equipment
|
|
0.3
|
0.4
|
Total
non-current assets
|
|
615.4
|
657.9
|
Current
assets
|
|
|
|
Trade and
other receivables
|
17
|
11.4
|
15.0
|
Cash and
cash equivalents
|
18
|
132.8
|
108.6
|
Total
current assets
|
|
144.2
|
123.6
|
Total
assets
|
|
759.6
|
781.5
|
Equity
and liabilities
|
|
|
|
Current
liabilities
|
|
|
|
Trade and
other payables
|
19
|
26.3
|
29.5
|
Lease
liability
|
21
|
0.4
|
0.4
|
Total
current liabilities
|
|
26.7
|
29.9
|
Non-current liabilities
|
|
|
|
Lease
liability
|
21
|
75.2
|
76.3
|
Borrowings
|
20
|
296.6
|
296.7
|
Total
non-current liabilities
|
|
371.8
|
373.0
|
Net
assets
|
|
361.1
|
378.6
|
|
|
|
|
Equity
|
|
|
|
Share
capital
|
22
|
3.1
|
3.1
|
Share
premium
|
22
|
4.0
|
2.4
|
Merger
reserve
|
22
|
(2.3)
|
(2.3)
|
Investment in own shares
|
22
|
(3.0)
|
-
|
Retained
earnings
|
22
|
359.3
|
375.4
|
Total
equity
|
|
361.1
|
378.6
|
|
|
|
|
Net Asset
Value (NAV) per share (pence)
|
|
|
|
Basic
|
12
|
116p
|
122p
|
Diluted
|
12
|
115p
|
121p
|
EPRA
NTA
|
12
|
115p
|
121p
|
CONSOLIDATED
CASH FLOW STATEMENT
For the year ended 31 March
2024
|
2024
£m
|
2023
£m
|
Cash flows from operating
activities
|
|
|
Profit /
(loss) for the year before taxation
|
3.0
|
(16.8)
|
|
|
|
Adjustments
for:
|
|
|
Loss on
disposal of investment property
|
3.8
|
3.8
|
Net
valuation movement
|
13.9
|
38.2
|
Net
valuation movement in joint ventures
|
-
|
(0.6)
|
Net
valuation movement in associates
|
-
|
(0.2)
|
Share of
profit from joint ventures
|
(0.5)
|
(2.4)
|
Share of
profit from associates
|
(0.3)
|
(0.1)
|
Loss on
disposal of joint venture
|
2.3
|
-
|
Net
interest expense
|
9.9
|
14.0
|
Rent free
lease incentives
|
0.1
|
0.2
|
Movement
in expected credit loss
|
-
|
(0.1)
|
Capitalisation of legal and letting fees
|
(0.3)
|
(0.1)
|
Depreciation on property plant and equipment
|
0.3
|
0.8
|
Share-based payment expense
|
1.5
|
0.9
|
Cash
generated from operations before changes in working
capital
|
33.7
|
37.6
|
Changes in working
capital
|
|
|
Decrease
in trade and other receivables
|
1.1
|
3.0
|
Decrease
in payables and other financial liabilities
|
(3.1)
|
(4.3)
|
Cash
generated from operations
|
31.7
|
36.3
|
Interest
paid
|
(15.1)
|
(14.1)
|
Interest
income*
|
5.0
|
1.2
|
Dividends
received from joint ventures
|
0.9
|
3.2
|
Dividends
received from associates
|
0.2
|
0.4
|
Net cash
generated from operating activities
|
22.7
|
27.0
|
Cash flows from investing
activities
|
|
|
Return of
investment from associate
|
-
|
2.3
|
Disposal
proceeds from joint venture
|
21.0
|
-
|
Disposal
of investment properties
|
8.7
|
19.5
|
Development and other capital expenditure
|
(6.1)
|
(2.9)
|
Purchase
of plant and equipment
|
-
|
(0.1)
|
Net cash
generated from investing activities
|
23.6
|
18.8
|
Cash flows from financing
activities
|
|
|
Repayment
of principal portion of lease liability
|
(0.4)
|
(0.4)
|
Purchase
of own shares
|
(3.0)
|
-
|
Dividends
paid - ordinary
|
(18.7)
|
(19.6)
|
Net cash
used in financing activities
|
(22.1)
|
(20.0)
|
Cash and
cash equivalents at beginning of the year
|
108.6
|
82.8
|
Net
increase in cash and cash equivalents
|
24.2
|
25.8
|
Cash and
cash equivalents at 31 March
|
132.8
|
108.6
|
*Interest income has been
reclassified from investing activities to operating activities in
both the current and prior year as a result of a change in
accounting policies, see note 1 to the accounts
CONSOLIDATED STATEMENT OF CHANGES
IN EQUITY
For the year ended 31 March
2024
|
Notes
|
Share capital
£m
|
Share premium
£m
|
Merger reserve
£m
|
Investment in own shares
£m
|
Retained earnings
£m
|
Total
£m
|
As at 1
April 2022
|
|
3.1
|
1.1
|
(2.3)
|
-
|
412.2
|
414.1
|
Loss for
the year after taxation
|
|
-
|
-
|
-
|
-
|
(16.8)
|
(16.8)
|
Total
comprehensive loss for the year after taxation
|
|
-
|
-
|
-
|
-
|
(16.8)
|
(16.8)
|
Transactions with equity
holders
|
|
|
|
|
|
|
|
Issue of
new shares
|
|
-
|
1.3
|
-
|
-
|
-
|
1.3
|
Share-based payments
|
|
-
|
-
|
-
|
-
|
0.9
|
0.9
|
Dividends
paid
|
13
|
-
|
-
|
-
|
-
|
(20.9)
|
(20.9)
|
As at 31
March 2023
|
|
3.1
|
2.4
|
(2.3)
|
-
|
375.4
|
378.6
|
Profit
for the year after taxation
|
|
-
|
-
|
-
|
-
|
3.0
|
3.0
|
Total
comprehensive profit for the year after taxation
|
|
-
|
-
|
-
|
-
|
3.0
|
3.0
|
Transactions with equity
holders
|
|
|
|
|
|
|
|
Issue of
new shares
|
|
-
|
1.6
|
-
|
-
|
-
|
1.6
|
Purchase
of own shares
|
22
|
|
|
|
(3.0)
|
|
(3.0)
|
Share-based payments
|
|
-
|
-
|
-
|
-
|
1.2
|
1.2
|
Dividends
paid
|
13
|
-
|
-
|
-
|
-
|
(20.3)
|
(20.3)
|
As at 31
March 2024
|
|
3.1
|
4.0
|
(2.3)
|
(3.0)
|
359.3
|
361.1
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1. Accounting
policies
General information
NewRiver REIT plc (the 'Company')
and its subsidiaries (together the 'Group') is a property
investment group specialising in commercial real estate in the UK.
The Company is registered and domiciled in the UK and the
registered office of the Company is 89 Whitfield Street, London,
W1T 4DE.
Summary of material accounting policies
The principal accounting policies
applied in the preparation of these consolidated financial
statements are set out below. These policies have been consistently
applied to all years presented.
Basis of preparation
The financial information set out
in this announcement has been extracted from the Group's
consolidated financial statements for the year ended 31 March 2024,
but does not constitute statutory accounts within the meaning of
section 434 of the Companies Act 2006. The auditor has reported on
those accounts and their reports on those accounts were unqualified
and did not contain an emphasis of matter paragraph nor any
statements under Section 498 of the Companies Act 2006. Those
accounts for the year ended 31 March 2024 will be delivered to the
Registrar of Companies following the Company's Annual General
Meeting in August 2024.
The consolidated financial
statements are prepared in accordance with UK-adopted international
accounting standards. They have been prepared as a going concern
and based on the accounting policies and method of computations
consistent with those followed in the preparation of the Group's
annual financial statements for the year ended 31 March 2023 and 31
March 2024. A copy of the statutory accounts for the year ended 31
March 2023 has been delivered to the Registrar of Companies. The
independent auditors' report on the full financial statements for
the year ended 31 March 2023 was unqualified and did not contain an
emphasis of matter paragraph or any statement under section 498 of
the Companies Act 2006.
Going concern
The Group's going concern
assessment considers the Group's principal risks, and is dependent
on a number of factors, including cashflow and liquidity, continued
access to borrowing facilities and the ability to continue to
operate the Group's unsecured debt structure within its financial
covenants. The Group's balance sheet is unsecured, which means that
none of its debt is secured against any of its property assets.
This type of financing affords significant operational flexibility
and the only debt currently drawn by the Group is the £300 million
unsecured corporate bond which matures in March 2028. This bond has
financial covenants that the Group is required to comply with
including an LTV covenant of less than 65% and a 12 month
historical interest cover ratio of more than 1.5x.
The going concern assessment is
based on a 12 month outlook from the date of the approval of these
financial statements, using the Group's Board approved budget,
flexed to create a reasonable worst case scenario, which includes
the key assumptions listed below.
●
|
Capital values to decrease a further
5.0% during FY25 and remain flat throughout the remainder of the
forecast horizon, in contrast to the decline of (2.3)% across the
portfolio in FY24, the majority of which related to the impact of
cost inflation on valuations for the regeneration portfolio or out
Work Out portfolio, which we are committed to exit or turnaround,
with modest growth recorded across our Core Shopping Centres and
Retail Parks;
|
●
|
A 15% reduction in net income. This
reflects a significant downside given rent collection rates have
now stabilised at 99% for FY24 and FY23 rental billings, back to
pre-Covid levels, and occupancy rates have reached their highest
ever levels at 98%;
|
●
|
No disposal proceeds are assumed
throughout the forecast period which have not yet completed at the
time of reporting, despite the completion of £23 million of
disposals during FY23 and £38 million during FY24 and £3 million of
retail disposals completed post year end. Similarly no assumption
is made for the deployment of any surplus capital available as at
31 March 2024 and the growth and returns that would
generate;
|
Under this scenario, the Group is
forecast to maintain sufficient cash and liquidity resources and
remain compliant with its financial covenants over the going
concern period. Further stress testing was performed on this
scenario which demonstrated that the Group's drawn debt covenants
could absorb a further valuation decline of 46% or a further 57%
reduction in annual net rental income before breaching covenant
levels. The Group maintains sufficient cash and liquidity reserves
to continue in operation and pay its liabilities as they fall due
throughout the going concern assessment period and as such the
Directors conclude a going concern basis of preparation is
appropriate.
Cash flow statement
The Group has reported the cash
flows from operating activities using the indirect method. The
acquisition of properties are presented within investing cash flows
and interest paid is presented within operating cash flows because
this most appropriately reflects the Group's business activities.
Interest received had previously been presented within investing
cash flows but have been re-classified as operating cash flows as
this better reflects the operations of the Group.
Preparation of the consolidated financial
statements
The consolidated financial
statements incorporate the financial statements of the Company and
its subsidiaries controlled by the Company, made up to 31 March
each year. Control is achieved when the Company is exposed, or has
rights, to variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the investee.
The consolidated financial
statements account for interest in joint ventures and associates
using the equity method of accounting per IFRS 11 and IAS 28
respectively. The financial statements for the year ended 31 March
2024 have been prepared on the historical cost basis, except for
the revaluation of investment properties.
New accounting policies
The Group has adopted the following
amendments for the first time in the year ended 31 March
2024:
●
|
Classification of Liabilities as
Current or Non-current (Amendments to IAS 1)
|
●
|
Definition of Accounting Estimates
(Amendments to IAS 8)
|
●
|
Deferred Tax - Related to assets and
liabilities arising from a single transactions (Amendments to IAS
12)
|
●
|
Disclosure of Accounting Policies
(Amendments to IAS 1 and IFRS Practice Statement 2)
|
●
|
Insurance contracts - (Amendments to
IFRS 17)
|
Adopting these amendments has not
impacted amounts recognised in prior periods or are expected to
have a material impact on the current period or future periods
based on the Group's current strategy. The accounting policies used
are otherwise consistent with those contained in the Group's
previous Annual Report and Accounts for the year ended 31 March
2023, unless otherwise stated.
Standards and
amendments issued but not yet effective
A number of new amendments have
been issued but are not yet effective for the current accounting
period.
Effective for the year ended 31
March 2025;
●
|
Leases on sale and leaseback
(Amendment to IFRS 16)
|
●
|
Non-current liabilities with
covenants (Amendment to IAS 1)
|
●
|
Supplier finance (Amendment to IAS 7
and IFRS 7)
|
No material impact is expected upon
the adoption of these standards.
IFRIC Agenda
Decision
In October 2022, the IFRS
Interpretations Committee ('IFRIC') released its decision on the
application of IFRS 9 and IFRS 16 in relation to how a lessor
should account for the forgiveness of amounts due under leases.
This concluded that for any rent receivables that are past their
due dates and subsequently forgiven, the lessor should apply the
expected credit loss (ECL) model in IFRS 9. Therefore, the
forgiveness will be subject to the derecognition and impairment
requirements in IFRS 9, and the impact of relevant receivable
amounts written off reflected in the statement of comprehensive
income on the date that the legal rights are conceded. Historically
the Group has treated this as a lease modification spread over the
remaining lease term. The Group is not materially impacted by this
decision and therefore no restatement of the prior year comparative
is required.
In March 2022, IFRIC finalised its
decision with respect to the treatment of demand deposits with
restriction on use, which includes tenant rent deposits and service
charge amounts collected on behalf of tenants. It was concluded
that such deposits which are subject to contractual restrictions,
meet the definition of 'cash and cash equivalents' within the
financial statements. In light of this the Group performed a review
of amounts disclosed as 'restricted monetary assets' and tenant
deposits and the conclusion was that the presentation of these as
'restricted monetary assets' as adopted previously was
appropriate.
Revenue recognition
Property, rental and
related income
Property, rental and related income
from fixed and minimum guaranteed rent reviews is recognised on a
straight-line basis over the entire lease term. Where such rental
income is recognised ahead of the related cash flow, an adjustment
is made to ensure the carrying value of the related property
including the accrued rent does not exceed the external valuation.
Initial direct costs incurred in negotiating and arranging a new
lease are amortised on a straight-line basis over the period from
the date of lease commencement to the expiry date of the
lease.
Where a rent-free period is
included in a lease, this is recognised over the lease term, on a
straight-line basis, as a reduction of rental income.
Where a lease incentive payment or
surrender premiums are paid to enhance the value of a property,
these are amortised on a straight- line basis over the period from
the date of lease commencement to the expiry date of the lease as a
reduction of rental income. It is management's policy to recognise
all material lease incentives and lease incentives greater than six
months. Upon receipt of a surrender premium for the early
determination of a lease, the profit, net of dilapidations and
non-recoverable outgoings relating to the lease concerned, is
accounted for from the effective date of the modification, being
the date at which both parties agree to the modification,
considering any prepaid or accrued lease payments relating to the
original lease as part of the lease payments for the new
lease.
Letting costs are recognised over
the lease term on a straight line basis as a reduction of rental
income.
Service charge
income
Service charge income is recognised
in accordance with IFRS 15. This income stream is recognised in the
period which it is earnt and when performance obligations are
satisfied.
IFRS 15 is based on the principle
that revenue is recognised when control passes to a customer. The
majority of the Group's income is from tenant leases and is
therefore outside of the scope of IFRS 15. However, the standard
applies to service charge income. Under IFRS 15, the Group needs to
consider the agent versus principal guidance. The Group is
principal in the transaction if they control the specified goods or
services before they are transferred to the customer. In the
provision of service charge, the Group has deemed itself to be
principal and therefore the consolidated statement of comprehensive
income and the consolidated balance sheet reflect service charge
income, expenses, trade and other receivables and trade and other
payables.
Asset management
fees
Management fees are recognised in
the consolidated statement of comprehensive income as the services
are delivered and performance obligations met. The Group assesses
whether the individual elements of service in the agreement are
separate performance obligations. Where the agreements include
multiple performance obligations, the transaction price will be
allocated to each performance obligation.
Car park
income
Car park income is recognised in
accordance with IFRS 15. This income stream is recognised in the
period in which it is earnt and when performance obligations are
satisfied.
Other
income
Other income is recognised in
accordance with IFRS 15. This income stream is recognised in the
period in which it is earnt and when performance obligations are
made. In the case of insurance other income, this is recognised
upon agreement with the insurer.
Promote
payments
The Group is contractually entitled
to receive a promote payment should the returns from a joint
venture or associate to the joint venture or associate partner
exceed a certain internal rate of return. This payment is only
receivable by the Group on disposal of underlying properties held
by the joint venture or associate or other termination events. Any
entitlements under these arrangements are only accrued for in the
financial statements once the Group believes the above performance
conditions have been met and there is no risk of the revenue
reversing.
IFRS 15
All revenue streams under IFRS 15
allocate transaction price against performance obligations as they
are satisfied. With the exception of asset management fees, IFRS 15
revenue streams do not carry variable consideration. There are no
significant judgements in applying IFRS 15. There are no
significant payment terms on any of the IFRS 15 revenue
streams.
Service charge expense
Service charge expenses are
recognised in the period in which they are incurred.
Finance income and costs
Finance income and costs excluding
fair value derivative movements, are recognised using the effective
interest rate method. The effective interest rate method is a
method of calculating the amortised cost of a financial asset or
financial liability and of allocating the interest income or
interest expense over the relevant period. The effective interest
rate is the rate that discounts estimated future cash payments or
receipts throughout the expected life of the financial instrument,
or a shorter period where appropriate, to the net carrying amount
of the financial asset or financial liability.
Taxation
Income
tax
The current income tax charge is
calculated on the basis of the tax laws enacted or substantively
enacted at the date of the balance sheet. Tax is recognised in the
consolidated statement of comprehensive income.
Deferred
tax
Any deferred tax provided is based
on the expected manner of realisation or settlement of the carrying
amount of assets and liabilities, using tax rates that are expected
to apply in the period when the liability is settled or the asset
is realised. A deferred tax asset is recognised only to the extent
that it is probable that future taxable profits will be available
against which the asset can be utilised.
Investment properties
These properties include completed
properties that are generating rent or are available for rent, and
development properties that are under development or available for
development. Investment properties comprise freehold and leasehold
properties and are first measured at cost (including transaction
costs), then revalued to market value at each reporting date by
independent professional valuers. Leasehold properties are shown
gross of the leasehold payables (and accounted for as right-of-use
asset under IFRS 16, see Leases accounting policy). Valuation gains
and losses in a period are taken to the consolidated statement of
comprehensive income. As the Group uses the fair value model, as
per IAS 40 Investment Properties, no depreciation is provided. An
asset will be classified as held for sale within investment
properties, in line with IFRS 5 Non-Current Assets Held for Sale
and Discontinued Operations, where the asset is available for
immediate sale in its present condition and the sale is highly
probable.
Property, plant and equipment
Fixtures and equipment are stated
at cost less accumulated depreciation and any recognised impairment
loss. Depreciation is recognised over the useful lives of the
equipment, using the straight-line method at a rate of between 10%
to 25% depending on the useful life.
Depreciation is recognised so as to
write off the cost or valuation of assets less their residual
values over their useful lives on the following bases:
●
|
Fixtures and fittings 20% on a
straight line basis depending on the useful life
|
●
|
Office equipment 33% on a straight
line basis
|
Joint ventures
Interests in joint ventures are
accounted for using the equity method of accounting. The Group's
joint ventures are entities over which the Group has joint control
with a partner. Investments in joint ventures are carried in the
consolidated balance sheet at cost as adjusted by post-acquisition
changes in the Group's share of the net assets of the joint
venture, less any impairment or share of income adjusted for
dividends. In assessing whether a particular entity is controlled,
the Group considers all of the contractual terms of the
arrangement, whether it has the power to govern the financial and
operating policies of the joint venture so as to obtain benefits
from its activities, and the existence of any legal disputes or
challenges to this joint control in order to conclude whether the
Group jointly controls the joint venture.
Associates
Interests in associates are
accounted for using the equity method of accounting. The Group's
associates are entities over which the Group has significant
influence with a partner. Investments in associates are carried in
the consolidated balance sheet at cost as adjusted by
post-acquisition changes in the Group's share of the net assets of
the associates, less any impairment or share of income adjusted for
dividends. In assessing whether a particular entity is controlled
or has significant influence, the Group considers all of the
contractual terms of the arrangement, whether it has the power to
govern the financial and operating policies of the associate so as
to obtain benefits from its activities.
Leases
At inception, the Group assesses
whether a contract is or contains a lease. This assessment involves
the exercise of judgement about whether the Group obtains
substantially all the economic benefits from the use of that asset,
and whether the Group has the right to direct the use of the
asset.
The Group recognises a right-of-use
("ROU") asset and the lease liability at the commencement date of
the lease. The ROU asset is initially measured based on the present
value of lease payments, plus initial direct costs and the cost of
obligations to restore the asset, less any incentives
received.
Lease payments generally include
fixed payments and variable payments that depend on an index (such
as an inflation index).
Each lease payment is allocated
between the liability and finance cost. The lease payments are
discounted using the interest rate implicit in the lease if that
rate can be readily determined or if not, the incremental borrowing
rate is used. The finance cost is charged to profit or loss over
the lease period so as to produce a constant rate of interest on
the remaining balance of the liability for each period.
The ROU asset is depreciated over
the shorter of the lease term or the useful life of the underlying
asset. The ROU asset is subject to testing for impairment if there
is an indicator of impairment. ROU assets that are not classified
as investment properties are disclosed on the face of the
consolidated balance sheet on their own line, and the lease
liability included in the headings current and non-current
liabilities on the consolidated balance sheet.
Where the ROU asset relates to
leases of land or property that meets the definition of investment
property under IAS 40 it has been disclosed within the investment
property balance. After initial recognition, IAS 40 requires the
amount of the recognised lease liability, calculated in accordance
with IFRS 16, to be added back to the amount determined under the
net valuation model, to arrive at the carrying amount of the
investment property under the fair value model. Differences between
the ROU asset and associated lease liability are taken to the
consolidated statement of comprehensive income.
The Group has elected not to
recognise ROU assets and liabilities for leases where the total
lease term is less than or equal to 12 months, or for low value
leases of less than £3,000. The payments for such leases are
recognised in the consolidated statement of comprehensive income on
a straight-line basis over the lease term.
Financial instruments
Financial
assets
The Group classifies its financial
assets as fair value through profit or loss or amortised cost,
depending on the purpose for which the asset was acquired and based
on the business model test. Financial assets carried at amortised
cost include tenant receivables which arise from the provision of
goods and services to customers. These are initially recognised at
fair value plus transaction costs that are directly attributable to
their acquisition or issue and are subsequently carried at
amortised cost, less provision for impairment. Impairment
provisions for receivables are recognised based on the simplified
approach within IFRS 9 using a provision matrix in the
determination of the lifetime expected credit losses. The
probability of tenant default and subsequent non-payment of the
receivable is assessed. If it is determined that the receivable
will not be collectable, the gross carrying value of the asset is
written off against the associated provision. If in a subsequent
year the amount of the impairment loss decreased and the decrease
can be related objectively to an event occurring after the
impairment was recognised, the previously recognised impairment
loss is reversed to the extent that the carrying value of the asset
does not exceed its amortised costs at the reversal date. The
Group's financial assets measured at amortised cost comprise trade
and other receivables and cash and cash equivalents.
Financial assets are derecognised
only when the contractual rights to the cash flows from the
financial asset expire or the Group transfers substantially all
risks and rewards of ownership.
Cash and cash
equivalents
Cash and cash equivalents include
cash on hand, cash in transit, deposits held on call with financial
institutions, other short-term, highly liquid investments with
original maturities of three months or less that are readily
convertible into known amounts of cash and which are subject to an
insignificant risk of change in value, and bank overdrafts. Bank
overdrafts are shown within borrowings in current liabilities in
the consolidated balance sheet.
Financial
liabilities
The Group classifies its financial
liabilities at amortised cost. A financial liability is
derecognised when the obligation under the liability is discharged
or cancelled or expires.
All loans and borrowings are
classified as other liabilities. Initial recognition is at fair
value less directly attributable transaction costs. After initial
recognition, interest bearing loans and borrowings are subsequently
measured at amortised costs using the effective interest
method.
Financial liabilities included in
trade and other payables are recognised initially at fair value and
subsequently at amortised cost.
The financial instruments
classified as financial liabilities at fair value through profit or
loss include interest rate swap and cap arrangements. Recognition
of the derivative financial instruments takes place when the
contracts are entered into. They are recognised at fair value and
transaction costs are included directly in finance
costs.
The fair value of a non-interest
bearing liability is its discounted repayment amount. If the due
date of the liability is less than one year, discounting is
omitted.
Value added tax
Revenues, expenses and assets are
recognised net of the amount of value added tax except:
Where the value added tax incurred
on a purchase of assets or services is not recoverable from the
taxation authority, in which case the value added tax is recognised
as part of the cost of acquisition of the asset or as part of the
expense item as applicable; and receivables and payables that are
stated with the amount of value added tax included. The net amount
of value added tax recoverable from, or payable to, the taxation
authority is included as part of receivables or payables in the
consolidated balance sheet.
Share capital
Shares are classified as equity
when there is no obligation to transfer cash or other assets. The
cost of issuing share capital is recognised directly in equity
against the proceeds from issuing the shares.
Share-based payments
The cost of equity settled
transactions is measured with reference to the fair value at the
date at which they were granted. Where vesting performance
conditions are non-market based, the fair value excludes the effect
of these vesting conditions and an estimate is made at each year
end date of the number of instruments expected to vest. The fair
value is recognised over the vesting period in the consolidated
statement of comprehensive income, with a corresponding increase in
equity. Any change to the number of instruments with non-market
vesting conditions expected to vest is recognised in the
consolidated statement of comprehensive income for that
period.
Employee Benefit Trust
The Group operates an Employee
Benefit Trust for the exclusive benefit of the Group's employees.
The investment in the Company's shares held by the trust is
recognised at cost and deducted from equity. No gain or loss is
recognised in the consolidated statement of comprehensive income on
the purchase, sale, issue or cancellation of the shares held by the
trust.
Dividends
Dividends to the Company's
shareholders are recognised when they become legally payable. In
the case of interim dividends, this is when paid. In the case of
final dividends, this is when approved by equity
holders.
Business combinations
The Group applies the acquisition
method to account for business combinations. The cost of the
acquisition is measured at the aggregate of the fair values, at the
date of completion, of assets given, liabilities incurred or
assumed, and equity instruments issued by the Group in exchange for
control of the acquired. The acquiree's identifiable assets,
liabilities and contingent liabilities that meet the conditions for
recognition under IFRS are recognised at their fair value at the
acquisition. Where the fair value of the consideration is less than
the fair value of the identifiable assets and liabilities then the
difference is recognised as a bargain purchase in the consolidated
statement of comprehensive income.
Where properties are acquired
through corporate acquisitions, each transaction is considered by
management in light of the substance of the acquisition to
determine whether the acquisition is a business combination or an
asset acquisition. If a transaction is determined to be an asset
acquisition then it is accounted for at cost.
2. Critical accounting judgements
and estimates
The preparation of financial
statements requires management to make estimates and judgements
affecting the reported amounts of assets and liabilities, of
revenues and expenses, and of gains and losses. The key assumptions
concerning the future, and other key sources of estimation
uncertainty at the end of the reporting period, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are discussed below. Estimates and judgements are continually
evaluated and are based on historical experience as adjusted for
current market conditions and other factors.
Significant judgements
REIT
Status
NewRiver is a Real Estate
Investment Trust (REIT) and does not pay tax on its property income
or gains on property sales, provided that at least 90% of the
Group's property income is distributed as a dividend to
shareholders, which becomes taxable in their hands. In addition,
the Group has to meet certain conditions such as ensuring the
property rental business represents more than 75% of total profits
and assets. Any potential or proposed changes to the REIT
legislation are monitored and discussed with HMRC. It is the
Directors judgement that the Group has met the REIT conditions in
the year.
Sources of estimation uncertainty
Investment
property
The Group's investment properties
are stated at fair value. The assumptions and estimates used to
value the properties are detailed in note 14. Small changes in the
key estimates, such as yield and the estimated rental value, can
have a significant impact on the valuation of the investment
properties, and therefore a significant impact on the consolidated
balance sheet and key performance measures such as Net Tangible
Assets per share.
Rents and ERVs have a direct
relationship to valuation, while yield has an inverse relationship.
Estimated costs of a development project will inversely affect the
valuation of development properties. There are interrelationships
between all these unobservable inputs as they are determined by
market conditions. The existence of an increase in more than one
unobservable input could be to magnify the impact on the valuation,
see note 14 for sensitivity analysis.
The estimated fair value may differ
from the price at which the Group's assets could be sold. Actual
realisation of net assets could differ from the valuation used in
these financial statements, and the difference could be
significant.
3. Segmental reporting
The Group operates as one segment,
the retail business. The retail investments comprise predominantly
shopping centres and retail parks. The Group's Executive Committee
examines the Group's performance, and has identified retail as the
only operating segment. The performance and position of the retail
business is set out in the condensed consolidated statement of
comprehensive income and condensed consolidated balance sheet. All
the Group's operations are in the UK and therefore no geographical
segments have been identified.
4. Revenue
|
2024
£m
|
2023
£m
|
|
Property
rental and related income*
|
52.2
|
58.2
|
|
Amortisation of tenant incentives and letting
costs
|
(1.5)
|
(1.5)
|
|
Surrender
premiums and commissions
|
0.7
|
0.6
|
|
Rental
related income
|
51.4
|
57.3
|
|
Asset
management fees
|
2.5
|
1.5
|
|
Service
charge income
|
11.1
|
13.4
|
|
Revenue
|
65.0
|
72.2
|
|
*Included within property rental
and related income is car park income of £5.4 million (2023: £5.3
million) which falls under the scope of IFRS 15. The remainder of
the income is recognised by IFRS 16.
|
Asset management fees and service
charge income which represents the flow through costs of the
day-to-day maintenance of shopping centres fall under the scope of
IFRS 15.
5. Property operating
expenses
|
2024
£m
|
2023
£m
|
Service
charge expense
|
15.1
|
19.0
|
Rates on
vacant units
|
1.7
|
2.7
|
Expected
credit loss reversal
|
-
|
(0.1)
|
Other
property operating expenses
|
4.1
|
3.5
|
Property
operating expenses
|
20.9
|
25.1
|
6. Administrative
expenses
|
2024
£m
|
2023
£m
|
|
Wages and
salaries
|
5.6
|
5.2
|
|
Social
security costs
|
0.9
|
0.9
|
|
Other
pension costs
|
0.1
|
0.1
|
|
Staff
costs
|
6.6
|
6.2
|
|
Depreciation*
|
0.3
|
0.8
|
|
Share-based payments
|
1.5
|
1.1
|
|
Other
administrative expenses
|
4.0
|
4.0
|
|
Head
office relocation costs**
|
-
|
0.5
|
|
Administrative expenses
|
12.4
|
12.6
|
|
*Depreciation is inclusive of £0.2 million (2023: £0.2
million) of right of use asset depreciation and £nil (2023: £0.2
million) impairment of the right of use asset
**Head
office relocation costs mainly relate to an impairment charge
relating to property, plant and equipment.
|
Net administrative expenses ratio
is calculated as follows:
|
2024
£m
|
2023
£m
|
|
Administrative expenses
|
12.4
|
12.6
|
|
Adjust
for:
|
|
|
|
Asset
management fees
|
(2.5)
|
(1.5)
|
|
Share of
joint ventures' and associates administrative expenses
|
0.1
|
0.1
|
|
Share
based payments
|
(1.5)
|
(1.1)
|
|
Head
office relocation costs
|
-
|
(0.5)
|
|
Group's
share of net administrative expenses
|
8.5
|
9.6
|
|
|
|
|
|
Property
rental and related income*
|
52.3
|
58.0
|
|
Other
income - Covid-19 income disruption insurance
|
0.4
|
1.4
|
|
Share of
joint ventures' and associates' property income
|
1.5
|
3.6
|
|
Property rental, other income and related
income
|
54.2
|
63.0
|
|
|
|
|
|
Net
administrative expenses as a % of property income (including share
of joint ventures and associates)
|
15.7%
|
15.2%
|
|
*This balance is made up of
property rental and related income £52.2 million (2023: £58.2
million) which includes an expected credit loss of £nil (2023: £0.1
million) and excludes the expected credit loss of £0.1 million on
insurance (2023: £0.1 million reversal).
|
Average monthly number of
staff
|
2024
|
2023
|
Directors
|
7
|
7
|
Operations and asset managers
|
18
|
17
|
Support
functions
|
27
|
27
|
Total
|
52
|
51
|
Auditors'
remuneration
|
2024
£m
|
2023
£m
|
Audit of
the Company and consolidated financial statements
|
0.3
|
0.3
|
Audit of
subsidiaries, pursuant to legislation
|
0.2
|
0.2
|
|
0.5
|
0.5
|
Non-audit
fees - interim review
|
0.1
|
0.1
|
Total
fees
|
0.6
|
0.6
|
In addition to this the joint
ventures and associates paid £0.1 million (2023: £0.1 million) in
audit fees.
7. Other income
|
2024
£m
|
2023
£m
|
Insurance proceeds
|
0.4
|
1.4
|
Other income
|
0.4
|
1.4
|
The Group recognised £0.4 million
(2023: £1.4 million) of Covid income disruption insurance proceeds
following agreement with the insurer.
8. Loss on disposal of a joint
venture
Year ended 31 March
2024
On 27 June 2023, the Group
disposed its 50% share in the 'Napier' joint venture which owned
Kittybrewster Retail Park in Aberdeen and Glendoe and
Telford Retail Parks in Inverness.
Included in the carrying value on
disposal were investment properties of £32.2 million, cash of £1.3
million and third party debt of £(12.0) million.
|
|
|
|
|
£m
|
Carrying
value at 31 March 2023
Movement
in the period 31 March 2023 to 27 June 2023
|
|
23.6
(0.3)
|
Carrying
value at 27 June 2023
|
|
23.3
|
|
|
|
Net cash
proceeds
|
|
21.0
|
|
|
|
Loss on
disposal of a joint venture
|
|
(2.3)
|
The total cash consideration for
the sale was £64.0 million which included £62.6 million (NewRiver
share: £31.3 million) consideration for the value of the JV
properties.
The total cash consideration was
distributed as follows:
- £24.0 million used to repay the
Napier Joint Venture bank loans;
- £3.0 million used to repay the
shareholder loan owed to NewRiver (recognised as part of the
Investment in Joint Venture carrying amount)
After the deduction of the above
amounts and the settlement of various costs associated with the
disposal, £18.0 million was received by NewRiver. Net proceeds of
£21.0 million recognised by NewRiver include the £3.0 million
repayment of the shareholder loan.
9. Loss on disposal of investment
properties
|
2024
£m
|
2023
£m
|
Gross
disposal proceeds
|
6.8
|
20.0
|
Carrying
value
|
(10.2)
|
(22.3)
|
Cost of
disposal
|
(0.4)
|
(1.5)
|
Loss on
disposal of investment properties
|
(3.8)
|
(3.8)
|
10. Finance income and finance
costs
|
2024
£m
|
2023
£m
|
Income
from loans with joint ventures and associates
|
(0.2)
|
(0.3)
|
Income
from treasury deposits
|
(5.2)
|
(1.1)
|
Finance
income
|
(5.4)
|
(1.4)
|
|
|
|
Interest
on borrowings
|
12.7
|
12.7
|
Finance
cost on lease liabilities
|
2.6
|
2.7
|
Finance
costs
|
15.3
|
15.4
|
11. Taxation
|
2024
£m
|
2023
£m
|
Taxation
charge
|
-
|
-
|
|
|
|
Profit /
(loss) before tax
|
3.0
|
(16.8)
|
Tax at
the current rate of 25% (2023: 19%)
|
0.8
|
(3.2)
|
Revaluation of property
|
3.5
|
7.3
|
Movement
in unrecognised deferred tax
|
1.1
|
(0.2)
|
Non-taxable profit due to REIT regime
|
(5.4)
|
(4.4)
|
Non-taxable income
|
-
|
(0.4)
|
Transfer
pricing adjustment
|
-
|
0.9
|
Taxation
charge
|
-
|
-
|
Real Estate Investment Trust regime (REIT
regime)
The Group is a member of the REIT
regime whereby profits from its UK property rental business are tax
exempt. The REIT regime only applies to certain property-related
profits and has several criteria which have to be met. The main
criteria are:
●
|
the assets of the property rental
business must be at least 75% of the Group's assets;
|
●
|
the profit from the tax-exempt
property rental business must exceed 75% of the Group's total
profit and;
|
●
|
at least 90% of the Group's profit
from the property rental business must be paid as
dividends.
|
The Group continues to meet these
conditions and management intends that the Group should continue as
a REIT for the foreseeable future.
Deferred tax
|
31 March 2023
£m
|
Charge
£m
|
Disposals
£m
|
31 March 2024
£m
|
Net
deferred tax
|
-
|
-
|
-
|
-
|
|
31 March 2022
£m
|
Charge
£m
|
Disposals
£m
|
31 March 2023
£m
|
Net
deferred tax
|
-
|
-
|
-
|
-
|
The deferred tax assets and
liabilities have been calculated at the tax rate effective in the
period in which the tax is expected to crystallise. The Group has
not recognised a deferred tax liability or deferred tax asset. As
at 31 March 2024 the Group has unrecognised tax losses of £9.4
million (2023: £13.1 million). The losses have not been recognised
as an asset due to uncertainty over the availability of taxable
income to utilise the losses. The losses do not expire but are
reliant on continuity of ownership and source of trade.
12. Performance
measures
A reconciliation of the performance
measures to the nearest IFRS measure is below:
|
2024
£m
|
2023
£m
|
Profit /
(loss) for the year after taxation
|
3.0
|
(16.8)
|
Adjustments
|
|
|
Net
valuation movement
|
13.9
|
38.2
|
Loss on
disposal of investment properties
|
3.8
|
3.8
|
Loss on
disposal of joint venture
|
2.3
|
-
|
|
|
|
Group's
share of joint ventures' and associates' adjustments
|
|
|
Revaluation of investment properties
|
-
|
(0.8)
|
Revaluation of derivatives
|
(0.1)
|
(0.2)
|
Deferred
tax
|
-
|
0.2
|
EPRA
earnings
|
22.9
|
24.4
|
Share-based payment charge
|
1.5
|
1.1
|
Forward
looking element of IFRS 9*
|
-
|
(0.2)
|
Head
office relocation costs
|
-
|
0.5
|
Underlying Funds From Operations (UFFO)
|
24.4
|
25.8
|
*Forward looking element of IFRS 9
relates to a provision against debtor balances in relation to
invoices relating to future rental income. These balances are not
due in the current year and therefore no income has been recognised
in relation to these debtors.
Number of shares
Number of shares
|
2024
No. m
|
2023
No. m
|
Weighted
average number of ordinary shares for the purposes of Basic EPS,
UFFO and EPRA
|
311.4
|
309.7
|
Effect of
dilutive potential ordinary shares:
|
|
|
Performance share plan
|
1.6
|
1.2
|
Deferred
bonus shares
|
0.9
|
0.8
|
Weighted
average number of ordinary shares for the purposes of Diluted
EPS
|
313.9
|
311.7
|
|
2024
|
2023
|
IFRS
Basic EPS
|
1.0
|
(5.4)
|
IFRS
Diluted EPS
|
1.0
|
(5.4)
|
EPRA
EPS
|
7.4
|
7.9
|
UFFO
PS
|
7.8
|
8.3
|
|
|
|
|
The below table reconciles the
differences between the calculation of basic and EPRA
NTA.
EPRA NTA per share and basic NTA per
share:
|
2024
|
2023
|
|
£m
|
Shares
m
|
Pence per
share
|
£m
|
Shares
m
|
Pence per share
|
Net
assets
|
361.1
|
310.8*
|
116p
|
378.6
|
310.7
|
122p
|
Unexercised employee awards
|
-
|
2.5
|
|
-
|
2.0
|
|
Diluted
net assets
|
361.1
|
313.3
|
115p
|
378.6
|
312.7
|
121p
|
Group's
share of associates deferred tax liability
|
0.8
|
-
|
|
0.9
|
-
|
|
Group's
share of joint venture / associates fair value
derivatives
|
(0.1)
|
-
|
|
(0.6)
|
-
|
|
EPRA Net
Tangible Assets
|
361.8
|
313.3
|
115p
|
378.9
|
312.7
|
121p
|
*Shares
include 0.4 million of employee awards which have vested but remain
unexercised.
13. Dividends
The dividends paid in the year are
set out below:
|
PID
|
Non-PID
|
Pence
per share
|
£m
|
Payment date
|
|
|
|
|
Year to March 2023
|
|
|
|
|
Ordinary dividends
|
3.3
|
-
|
3.3
|
10.1
|
3 September 2022
|
3.5
|
-
|
3.5
|
10.8
|
17 January 2023
|
|
|
|
20.9
|
|
|
|
|
|
Year to March 2024
|
|
|
|
|
Ordinary dividends
|
|
|
|
|
4 August 2023
|
3.2
|
-
|
3.2
|
9.8
|
16 January 2024
|
3.4
|
-
|
3.4
|
10.5
|
|
|
|
|
20.3
|
The final dividend of 3.2 pence per
share in respect of the year ended 31 March 2024 will, subject to
shareholder approval at the 2024 AGM, be paid on 16 August 2024 to
shareholders on the register as at 5 July 2024. The dividend will
be payable as a REIT Property Income Distribution (PID).
Reconciliation to dividends paid
in the consolidated cash flow statement
|
2024
£m
|
2023
£m
|
|
|
Dividends paid
|
(20.3)
|
(20.9)
|
|
Scrip dividend
|
1.6
|
1.3
|
|
Dividends paid in the consolidated
cash flow statement
|
(18.7)
|
(19.6)
|
|
Property Income Distribution (PID)
dividends
Profits distributed out of
tax-exempt profits are PID dividends. PID dividends are paid after
deduction of withholding tax (currently at 20%), which NewRiver
pays directly to HMRC on behalf of the shareholder.
Non-PID dividends
Any non-PID element of dividends
will be treated in exactly the same way as dividends from other UK,
non-REIT companies.
14. Investment
properties
|
2024
£m
|
2023
£m
|
Fair
value brought forward
|
551.5
|
609.1
|
Capital
expenditure
|
5.3
|
2.9
|
Lease
incentives, letting and legal costs
|
0.9
|
(0.1)
|
Disposals
|
(10.2)
|
(22.3)
|
Net
valuation movement
|
(13.7)
|
(38.1)
|
Fair
value carried forward
|
533.8
|
551.5
|
Right of
use asset (investment property)
|
74.9
|
75.8
|
Fair
value carried forward
|
608.7
|
627.3
|
Capital expenditure of £5.3
million (2023: £2.9 million) is comprised of £3.4 million (2023:
£1.9 million) of expenditure in the creation of incremental
lettable space and £1.9 million (2023: £1.0 million) of expenditure
on non-incremental lettable space.
The Group's investment properties
have been valued at fair value on 31 March 2024 by independent
valuers, Colliers International Valuation UK LLP and Knight Frank
LLP, on the basis of fair value in accordance with the Current
Practice Statements contained in The Royal Institution of Chartered
Surveyors Valuation - Professional Standards, (the 'Red Book'). The
valuations are performed by appropriately qualified valuers who
have relevant and recent experience in the sector.
The Group is exposed to changes in
the residual value of properties at the end of current lease
agreements. The residual value risk born by the Group is mitigated
by active management of its property portfolio with the objective
of optimising tenant mix in order to:
- achieve the
longest weighted average lease term possible;
- minimise
vacancy rates across all properties; and
- minimise
the turnover of tenants with high quality credit
ratings.
The Group also grants lease
incentives to encourage high quality tenants to remain in
properties for longer lease terms. In the case of anchor tenants,
this also attracts other tenants to the property thereby
contributing to overall occupancy levels.
The fair value at 31 March
represents the highest and best use.
The properties are categorised as
Level 3 in the IFRS 13 fair value hierarchy. There were no
transfers of property between Levels 1, 2 and 3. Level 1 inputs are
quoted prices (unadjusted) in active markets for identical assets
or liabilities that the entity can access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either
directly or indirectly. Level 3 inputs are unobservable inputs for
the asset or liability.
As
at 31 March 2024
|
|
Property ERV
|
Property rent
|
Property equivalent yield
Average
%
|
EPRA topped up net initial yield
Average
%
|
|
Fair value
£m
|
Min
£ per sq ft
|
Max
£ per sq ft
|
Average
£ per sq ft
|
Min
£ per sq ft
|
Max
£ per sq ft
|
Average
£ per sq ft
|
|
Retail
parks
|
132.8
|
10.6
|
14.2
|
11.8
|
8.3
|
14.7
|
10.8
|
7.0
|
6.7
|
Shopping
Centres - Core
|
234.5
|
4.2
|
32.0
|
12.4
|
4.1
|
32.3
|
10.5
|
9.6
|
9.5
|
Shopping
Centres - Regeneration
|
128.9
|
5.0
|
18.6
|
16.0
|
3.0
|
13.7
|
10.5
|
7.4
|
6.3
|
Shopping
Centres - Work Out
|
34.4
|
5.9
|
17.5
|
6.3
|
1.3
|
3.3
|
1.5
|
12.0
|
4.0
|
High
street and other
|
3.2
|
4.0
|
6.2
|
5.7
|
3.9
|
6.2
|
4.9
|
9.2
|
18.1
|
|
533.8
|
|
|
|
|
|
|
|
|
As
at 31 March 2023
|
|
Property ERV
|
Property rent
|
Property equivalent yield
Average
%
|
EPRA topped up net initial
yield
Average
%
|
|
Fair value
£m
|
Min
£ per sq ft
|
Max
£ per sq ft
|
Average
£ per sq ft
|
Min
£ per sq ft
|
Max
£ per sq ft
|
Average
£ per sq ft
|
|
Retail
parks
|
128.6
|
9.6
|
14.2
|
11.4
|
7.9
|
14.7
|
10.9
|
7.0
|
7.0
|
Shopping
Centres - Core
|
214.8
|
8.8
|
30.1
|
14.0
|
8.0
|
30.8
|
12.9
|
9.3
|
9.7
|
Shopping
Centres - Regeneration
|
140.1
|
5.2
|
18.8
|
16.1
|
4.0
|
13.4
|
10.6
|
6.8
|
5.9
|
Shopping
Centres - Work Out
|
63.3
|
6.5
|
15.3
|
8.8
|
1.5
|
6.3
|
4.4
|
14.0
|
9.4
|
High
street and other
|
4.7
|
4.2
|
8.6
|
6.6
|
3.7
|
8.7
|
4.1
|
9.5
|
10.0
|
|
551.5
|
|
|
|
|
|
|
|
|
Sensitivities of measurement of significant
inputs
As set out within significant
accounting estimates and judgements in note 2, the Group's property
portfolio valuation is open to judgements and is inherently
subjective by nature. As a result, the sensitivity analysis below
illustrates the impact of changes in key unobservable inputs on the
fair value of the Group's properties.
We consider +/-10% for ERV and
+/-100bps for NEY to capture the uncertainty in these key valuation
assumptions and deem it to be a reasonably possible
scenario.
The investments are a portfolio of
retail assets in the UK. The valuation was determined using an
income capitalisation method, which involves applying a yield to
rental income streams. Inputs include yield, current rent and ERV.
Development properties are valued using a residual method, which
involves valuing the completed investment property using an
investment method and deducting estimated costs to complete, then
applying an appropriate discount rate.
The inputs to the valuation
include:
- Rental
value - total rental value per annum
- Equivalent
yield - the net weighted average income return a property will
produce based upon the timing of the income received
There were no changes to valuation
techniques during the year. Valuation reports are based on both
information provided by the Group, for example, current rents and
lease terms which is derived from the Group's financial and
property management systems and is subject to the Group's overall
control environment, and assumptions applied by the valuers, e.g.
ERVs and yields. These assumptions are based on market observation
and the valuers' professional judgement, which includes a
consideration of climate change and a range of other external
factors.
2024: Sensitivity impact on valuations of a
10% change in estimated rental value and absolute yield of 100
bps.
|
|
Impact on valuations of a 10%
change in ERV
|
Impact on valuations of 100 bps
change in yield
|
Asset Type
|
Retail asset valuation
£m
|
Increase 10%
£m
|
Decrease 10%
£m
|
Increase 1.0%
£m
|
Decrease 1.0%
£m
|
Retail
parks
|
132.8
|
10.2
|
(10.1)
|
(14.6)
|
19.5
|
Shopping
Centres - Core
|
234.5
|
17.7
|
(16.2)
|
(20.7)
|
26.2
|
Shopping
Centres - Regeneration
|
128.9
|
12.6
|
(12.3)
|
(15.9)
|
21.0
|
Shopping
Centres - Work Out
|
34.4
|
4.3
|
(4.3)
|
(4.4)
|
5.4
|
High
street and other
|
3.2
|
0.5
|
(0.5)
|
(0.4)
|
0.5
|
|
533.8
|
45.3
|
(43.4)
|
(56.0)
|
72.6
|
2023: Sensitivity impact on valuations of a
10% change in estimated rental value and absolute yield of 100
bps.
|
|
Impact on valuations of a 10%
change in ERV
|
Impact on valuations of 100 bps
change in yield
|
Asset Type
|
Retail asset valuation
£m
|
Increase 10%
£m
|
Decrease 10%
£m
|
Increase 1.0%
£m
|
Decrease 1.0%
£m
|
Retail
parks
|
128.6
|
9.7
|
(9.6)
|
(14.2)
|
18.9
|
Shopping
Centres - Core
|
214.8
|
18.2
|
(16.7)
|
(21.7)
|
27.6
|
Shopping
Centres - Regeneration
|
140.1
|
13.5
|
(13.0)
|
(18.9)
|
26.0
|
Shopping
Centres - Work Out
|
63.3
|
6.5
|
(5.8)
|
(5.8)
|
7.4
|
High
street and other
|
4.7
|
0.6
|
(0.6)
|
(0.6)
|
0.7
|
|
551.5
|
48.5
|
(45.7)
|
(61.2)
|
80.6
|
Reconciliation to net valuation
movement in consolidated statement of comprehensive
income
Net valuation movement in
investment properties
|
2024
£m
|
2023
£m
|
|
|
Net
valuation movement in investment properties
|
(13.7)
|
(38.1)
|
|
Net
valuation movement in right of use asset
|
(0.2)
|
(0.1)
|
|
Net
valuation movement in consolidated statement of comprehensive
income
|
(13.9)
|
(38.2)
|
|
Reconciliation to properties at
valuation in the portfolio
|
Note
|
2024
£m
|
2023
£m
|
Investment property
|
14
|
533.8
|
551.5
|
Properties held in joint ventures
|
15
|
-
|
32.2
|
Properties held in associates
|
16
|
10.0
|
9.9
|
Properties at valuation
|
|
543.8
|
593.6
|
15. Investments in joint
ventures
As at 31 March 2024 the Group has
one joint venture
|
2024
£m
|
2023
£m
|
Opening
balance
|
23.8
|
24.0
|
Disposals
|
(23.3)
|
-
|
Group's
share of profit after taxation excluding valuation
movement
|
0.5
|
2.4
|
Net
valuation movement
|
-
|
0.6
|
Dividends
|
(0.9)
|
(3.2)
|
Investment in joint venture
|
0.1
|
23.8
|
Name
|
Country of
incorporation
|
2024
% Holding
|
2023
% Holding
|
NewRiver
Retail Investments LP (NRI LP)
|
Guernsey
|
50
|
50
|
NewRiver
Retail (Napier) Limited (Napier)
|
UK
|
-
|
50
|
The Group is the appointed asset
manager on behalf of these joint ventures and receives asset
management fees, development management fees and
performance-related bonuses.
NewRiver Retail Investments LP has a
31 December year end. The aggregate amounts recognised in the
consolidated balance sheet and consolidated statement of
comprehensive income at 31 March are as follows:
Consolidated balance sheet
|
2024
|
2023
|
Total
£m
|
Group's
share
£m
|
Total
£m
|
Group's
share
£m
|
Non-current assets
|
-
|
-
|
64.4
|
32.2
|
Current assets
|
0.3
|
0.1
|
5.5
|
2.8
|
Current liabilities
|
-
|
-
|
(1.4)
|
(0.7)
|
Liabilities due in more than one
year
|
-
|
-
|
(26.9)
|
(13.5)
|
Net assets
|
0.3
|
0.1
|
41.6
|
20.8
|
Loan to joint venture
|
-
|
-
|
-
|
3.0
|
Net assets adjusted for loan to
joint venture
|
0.3
|
0.1
|
41.6
|
23.8
|
The table above provides summarised
financial information for the joint ventures. The information
disclosed reflects the amounts presented in the financial
statements of the joint ventures. To arrive at the Group's share of
these amounts under equity accounting, certain minor adjustments
are required to be made.
Consolidated statement of comprehensive
income
|
2024
|
2023
|
Total
£m
|
Group's share
£m
|
Total
£m
|
Group's
share
£m
|
Revenue
|
1.4
|
0.7
|
5.9
|
3.0
|
Property operating
expenses
|
-
|
-
|
(0.4)
|
(0.2)
|
Net property income
|
1.4
|
0.7
|
5.5
|
2.8
|
Administration expenses
|
(0.1)
|
(0.1)
|
(0.2)
|
(0.1)
|
Net finance costs
|
(0.1)
|
(0.1)
|
(0.6)
|
(0.3)
|
Group's share of joint ventures'
profit before valuation movements
|
1.2
|
0.5
|
4.7
|
2.4
|
Net valuation movement
|
-
|
-
|
1.2
|
0.6
|
Profit on disposal of investment
property
|
-
|
-
|
0.1
|
-
|
Profit after taxation
|
1.2
|
0.5
|
6.0
|
3.0
|
Add back net valuation
movement
|
-
|
-
|
(1.2)
|
(0.6)
|
Group's share of joint ventures'
profit before valuation movements
|
1.2
|
0.5
|
4.8
|
2.4
|
The Group's share of contingent
liabilities in the joint ventures is £nil (2023: £nil).
16. Investments in
associates
The Group has one direct investment
in an associate entity in which it has a 10% stake, Sealand
S.à.r.l, which owns 100% of NewRiver Retail (Hamilton) Limited and
NewRiver (Sprucefield) Limited at 31 March 2024.
|
2024
£m
|
2023
£m
|
Opening
balance
|
5.5
|
7.9
|
Return of
investment in associates*
|
-
|
(2.3)
|
Dividends
|
(0.2)
|
(0.4)
|
Group's
share of profit after taxation excluding valuation
movement
|
0.3
|
0.1
|
Net
valuation movement
|
-
|
0.2
|
Investment in associates
|
5.6
|
5.5
|
*During the year, the Group
received £nil (2023: £2.3 million) back from associates in the form
of shareholder loan repayments and repayment of initial capital
invested.
Name
|
Country of
incorporation
|
2024
% Holding
|
2023
% Holding
|
NewRiver
Retail (Hamilton) Limited (Hamilton)
|
UK
|
10
|
10
|
NewRiver
(Sprucefield) Limited (Sprucefield)
|
UK
|
10
|
10
|
The Group is the appointed asset
manager on behalf of Sealand S.à.r.l and receives asset management
fees, development management fees and performance-related
bonuses.
The aggregate amounts recognised in
the consolidated balance sheet and consolidated statement of
comprehensive income are as follows:
Consolidated balance sheet
|
31 March
2024
|
31
March 2023
|
Total
£m
|
Group's share
£m
|
Total
£m
|
Group's
share
£m
|
Non-current assets
|
100.0
|
10.0
|
99.3
|
9.9
|
Current assets
|
6.6
|
0.7
|
8.2
|
0.8
|
Current liabilities
|
(36.1)
|
(3.6)
|
(16.1)
|
(1.6)
|
Liabilities due in more than one
year
|
(47.4)
|
(4.7)
|
(67.8)
|
(6.8)
|
Net assets
|
23.1
|
2.4
|
23.6
|
2.3
|
Loans to associates
|
-
|
3.2
|
-
|
3.2
|
Net assets adjusted for loans to
associates
|
23.1
|
5.6
|
23.6
|
5.5
|
Consolidated statement of
comprehensive income
|
2024
Total
£m
|
2024
Group's share
£m
|
2023
Total
£m
|
2023
Group's
share
£m
|
Revenue
|
8.4
|
0.8
|
9.9
|
1.0
|
Property operating
expenses
|
(0.4)
|
-
|
(2.4)
|
(0.2)
|
Net property income
|
8.0
|
0.8
|
7.5
|
0.8
|
Administration expenses
|
(0.1)
|
-
|
(0.1)
|
-
|
Net finance costs
|
(4.9)
|
(0.5)
|
(3.5)
|
(0.4)
|
|
3.0
|
0.3
|
3.9
|
0.4
|
Net valuation movement
|
(0.4)
|
-
|
1.7
|
0.2
|
Profit on disposal of investment
property
|
-
|
-
|
0.6
|
-
|
Taxation
|
(0.4)
|
-
|
(3.4)
|
(0.3)
|
Profit after taxation
|
2.2
|
0.3
|
2.8
|
0.3
|
Add back net valuation
movement
|
0.4
|
-
|
(1.7)
|
(0.2)
|
Group's share of associates'
profit before valuation movements
|
2.6
|
0.3
|
1.1
|
0.1
|
17. Trade and other
receivables
|
2024
£m
|
2023
£m
|
Trade receivables
|
1.4
|
2.6
|
Restricted monetary
assets
|
4.6
|
4.8
|
Service charge
receivables*
|
0.7
|
1.2
|
Other receivables
|
1.0
|
3.8
|
Prepayments
|
1.2
|
0.7
|
Accrued income
|
2.5
|
1.9
|
|
11.4
|
15.0
|
*Included in service charge
receivables is £nil of Value Added Taxation (2023: £nil)., £1.5
million of service charge debtors (2023: 1.2 million) and £0.8
million of bad debt provision
Trade receivables are shown net of a
loss allowance of £1.9 million (2023: £3.0 million). Other
receivables are shown net of a loss allowance of £0.1 million
(2023: £0.3 million). The provision for doubtful debts is
calculated as an expected credit loss on trade receivables in
accordance with IFRS 9. The charge to the consolidated statement of
comprehensive income in relation to doubtful debts made against
tenant debtors was £0.1 million (2023: £0.2 million release). The
Group has calculated the expected credit loss by applying a
forward-looking outlook to historical default rates.
The Group monitors rent collection
and the ability of tenants to pay rent receivables in order to
anticipate and minimise the impact of default by tenants. All
outstanding rent receivables are regularly monitored. In order to
measure the expected credit losses, trade receivables from tenants
have been grouped on a basis of shared credit risk characteristics
and an assumption around the tenants ability to pay their
receivable, based on conversations held and our knowledge of their
credit history. The expected credit loss rates are based on
historical payment profiles of tenant debtors and corresponding
historical credit losses.
|
2024
£m
|
2023
£m
|
Opening loss allowance at 1
April
|
3.0
|
5.2
|
Increase / (decrease) in loss
allowance recognised in the consolidated statement of comprehensive
income during the year in relation to tenant debtors
|
0.1
|
(0.2)
|
Loss allowance
utilisation
|
(1.2)
|
(2.0)
|
Closing loss allowance at 31
March
|
1.9
|
3.0
|
The restricted monetary assets
relates to cash balances which the Group cannot readily access.
They do not meet the definition of cash and cash equivalents and
consequently are presented separately from cash in the consolidated
balance sheet.
18. Cash and cash
equivalents
As at 31 March 2024 and 31 March
2023 cash and cash equivalents comprised of cash held in bank
accounts and treasury deposits. There were no restrictions on cash
in either the current or prior year.
19. Trade and other
payables
|
2024
£m
|
2023
£m
|
Trade payables
|
1.3
|
2.6
|
Service charge
liabilities*
|
7.2
|
9.8
|
Other payables
|
3.1
|
1.8
|
Accruals
|
9.5
|
9.0
|
Value Added Taxation
|
0.3
|
0.3
|
Rent received in advance
|
4.9
|
6.0
|
|
26.3
|
29.5
|
*Service charge liabilities
include accruals of £0.6 million (2023: £1.9 million), service
charge creditors and other creditors of £3.8 million (2023: £4.8
million). Value added taxation of £0.9 million (2023: £1.0 million)
and deferred income of £1.9 million (2023: £2.1
million).
20. Borrowings
Maturity of drawn
borrowings:
|
2024
£m
|
2023
£m
|
Between three and four
years
|
300.0
|
-
|
Between four and five
years
|
-
|
300.0
|
Less unamortised fees /
discount
|
(3.4)
|
(3.3)
|
|
296.6
|
296.7
|
The fair value of the Group's
corporate bond has been estimated on the basis of quoted market
prices, representing Level 1 fair value measurement as defined by
IFRS 13 Fair Value Measurement. At 31 March 2024 the fair value was
£275.5 million (31 March 2023: £256.8 million).
Unsecured borrowings:
|
Maturity date
|
Facility
£m
|
Facility
drawn
£m
|
Unamortised facility fees /
discount
£m
|
£m
|
Revolving credit
facility
|
November 2026
|
100.0
|
-
|
(1.2)
|
(1.2)
|
Corporate bond
|
March 2028
|
300.0
|
300.0
|
(2.2)
|
297.8
|
|
|
400.0
|
300.0
|
(3.4)
|
296.6
|
In the year the Group drew down
£nil (31 March 2023: £nil) of the revolving credit
facility.
21. Lease commitment
arrangements
The Group earns rental income by
leasing its investment properties to tenants under non-cancellable
lease commitments.
The Group holds two types of
leases.
- Head leases: A number of
the investment properties owned by the Group are situated on land
held through leasehold arrangements, as opposed to the Group owning
the freehold.
- Office
leases: Office space occupied by the Group's head
office.
The lease liability and associated
ROU asset recognised in the consolidated balance sheet are set out
below.
|
2024
£m
|
2023
£m
|
Right of use asset (Investment
property)
|
74.9
|
75.8
|
Right of use asset (Property, plant
and equipment)
|
0.7
|
0.9
|
Current lease liability
|
0.4
|
0.4
|
Non-current lease
liability
|
75.2
|
76.3
|
The expense relating to low value
assets which have not been recognised under IFRS 16 was £nil (March
2023: £nil) and the expense relating to variable lease payments not
included in the measurement of lease liabilities was £nil (March
2023: £nil). The total cash outflow in relation to lease
commitments for the year was £2.4 million (March 2023: £3.0
million), £0.4 million (2023: £0.3 million) relates to the
repayment of principle lease liabilities and £2.0 million (2023:
£2.7 million) relates to the repayment of interest on lease
liabilities. Depreciation recognised on ROU assets during the year
was £0.2 million (2023: £0.2 million).
Lease liability maturity
table
|
2024
£m
|
2023
£m
|
Within one year
|
0.4
|
0.4
|
Between one and two
years
|
0.8
|
0.8
|
In the second to fifth year
inclusive
|
0.6
|
0.5
|
After five years
|
73.8
|
75.0
|
|
75.6
|
76.7
|
Lease commitments payable by the
Group are as follows:
|
2024
£m
|
2023
£m
|
Within one year
|
2.9
|
3.0
|
One to two years
|
2.9
|
3.0
|
Two to five years
|
8.8
|
8.9
|
After five years
|
247.8
|
253.6
|
|
262.4
|
268.5
|
Effect of discounting
|
(186.8)
|
(191.8)
|
Lease liability
|
75.6
|
76.7
|
At the balance sheet date the Group
had contracted with tenants for the following future minimum lease
payments on its investment properties:
|
2024
£m
|
2023
£m
|
Within one year
|
47.3
|
45.6
|
Between one and two
years
|
41.2
|
39.5
|
In the second to fifth year
inclusive
|
88.3
|
79.7
|
After five years
|
147.3
|
123.3
|
|
324.1
|
288.1
|
The Group's weighted average lease
length of lease commitments at 31 March 2024 was 5.2 years (March
2023: 5.2 years).
Operating lease obligations exist
over the Group's offices, head leases on the Group's retail
portfolio and ground rent leases. Investment properties are leased
to tenants under operating leases with rentals payable monthly and
quarterly. Where considered necessary to reduce credit risk, the
Group may obtain bank guarantees for the term of the
lease.
22. Share capital and
reserves
Share capital
Ordinary shares
|
Number of shares issued
m's
|
Price per share
pence
|
Total
No of shares (m)
|
Held by EBT
No of shares (m)
|
Shares in issue
No of shares (m)
|
1 April 2022
|
|
|
310.3
|
2.1
|
308.2
|
Scrip dividends issued
|
1.0
|
0.86
|
311.3
|
2.1
|
309.2
|
Shares issued under employee share
schemes
|
0.6
|
-
|
311.3
|
1.5
|
309.8
|
Scrip dividends issued
|
0.6
|
0.78
|
311.9
|
1.5
|
310.4
|
Shares issued under employee share
schemes
|
0.1
|
-
|
311.9
|
1.4
|
310.5
|
31 March 2023
|
|
|
311.9
|
1.4
|
310.5
|
Scrip dividends issued
|
1.0
|
0.89
|
312.9
|
1.4
|
311.5
|
Shares issued under employee share
schemes
|
1.2
|
-
|
312.9
|
0.2
|
312.7
|
Purchase of own shares
|
(3.4)
|
-
|
312.9
|
3.6
|
309.3
|
Shares issued under employee share
schemes
|
0.3
|
-
|
312.9
|
3.3
|
309.6
|
Scrip dividends issued
|
0.8
|
0.82
|
313.7
|
3.3
|
310.4
|
31 March 2024
|
|
|
313.7
|
3.3
|
310.4
|
All shares issued and authorised are
fully paid up.
Merger reserve
The merger reserve arose as a result
of a group reorganisation in 2016 and represents the nominal amount
of share capital that was issued to shareholders of NewRiver Retail
Limited.
Share premium
Share premium represents amounts
subscribed for a share in excess of nominal value less directly
attributable issue costs.
Retained earnings
Retained earnings consist of the
accumulated net comprehensive profit of the Group, less dividends
paid from distributable reserves, and transfers from equity issues
where those equity issues generated distributable
reserves.
Scrip dividend shares
Shares issued in respect of
elections to participate in the Scrip Dividend scheme in respect of
dividends declared in the year, the value of these was £1.6 million
(2023: £1.3 million). The Scrip Dividend Scheme was re-approved on
26 July 2023. The scheme provides shareholders of NewRiver Ordinary
shares with the opportunity, at the shareholders election and where
offered by the Company, to elect to receive dividends as New
Ordinary shares in the Company instead of their cash dividend, with
no dealing charges or stamp duty incurred.
Shares held in Employee Benefit Trust
(EBT)
As part of the group reorganisation
in 2016, the Company established an EBT which is registered in
Jersey. The EBT, at its discretion, may transfer shares held by it
to directors and employees of the Company and its subsidiaries. The
maximum number of ordinary shares that may be held by the EBT may
not exceed 5% of the Company's issued share capital. It is intended
that the EBT will not hold more ordinary shares than are required
in order to satisfy share options granted under employee share
incentive plans.
Over the course of a few days in
November and December 2023, the Employee Benefit Trust purchased
£3.0 million of shares to satisfy employee share awards, which
amounted to 3,411,259 shares.
There are currently 3,317,218
ordinary shares held by EBT (2023: 1,466,712).
23. Share-based payments
The Group has two share schemes for
employees:
- Performance
Share Scheme
- Deferred
bonus scheme
Performance Share Scheme
Zero priced share options have been
issued to senior management and executive directors under the
Performance Share Scheme since 2013. The options vest to the extent
that performance conditions are met over a three or four-year
period. At the end of the period there may be a further vesting
condition that the employee or director remains an employee of the
Group. Further details on the scheme and the performance conditions
are provided in the Remuneration Report. The charge for the year
recognised in the consolidated statement of comprehensive income
was £0.7 million (March 2023: £0.7 million).
Financial year issued
|
Average exercise price
|
Outstanding at start of
year
|
Granted
|
Number
Exercised
|
Lapsed
|
Outstanding at end of
year
|
Number exercisable
|
Average remaining life
(years)
|
2021
|
-
|
2,713,864
|
130,292
|
(1,064,551)
|
(1,422,078)
|
357,527
|
-
|
-
|
2022
|
-
|
3,082,562
|
255,400
|
-
|
(108,674)
|
3,229,288
|
-
|
0.4
|
2023
|
-
|
2,755,100
|
228,271
|
-
|
(55,819)
|
2,927,552
|
-
|
1.3
|
2024
|
-
|
-
|
2,865,365
|
-
|
(50,815)
|
2,814,550
|
-
|
2.2
|
|
|
8,551,526
|
3,479,328
|
(1,064,551)
|
(1,637,386)
|
9,328,917
|
-
|
|
Deferred Bonus Scheme
Zero priced share options have been
issued to senior management and executive directors under the
Deferred Bonus Scheme since 2016. The options vest based on the
employee or director remaining in the employment of the Group for a
defined period (usually two years). The charge for the year
recognised in the consolidated statement of comprehensive income
for this scheme was £0.5 million (March 2023: £0.4
million).
Financial year issued
|
Average exercise price
|
Outstanding at start of
year
|
Granted
|
Exercised
|
Cancelled
|
Outstanding at end of
year
|
Number exercisable
|
Average remaining life
(years)
|
2018
|
-
|
44,968
|
-
|
-
|
-
|
44,968
|
-
|
-
|
2019
|
-
|
116,751
|
-
|
(62,194)
|
-
|
54,557
|
-
|
-
|
2020
|
-
|
82,245
|
-
|
(72,288)
|
-
|
9,957
|
-
|
-
|
2021
|
-
|
15,891
|
-
|
(10,594)
|
-
|
5,297
|
-
|
-
|
2022
|
-
|
338,118
|
13,010
|
(351,128)
|
-
|
-
|
-
|
-
|
2023
|
-
|
640,463
|
53,050
|
-
|
(11,094)
|
682,419
|
-
|
0.3
|
2024
|
-
|
-
|
699,996
|
-
|
-
|
699,996
|
-
|
1.2
|
|
|
1,238,436
|
766,056
|
(496,204)
|
(11,094)
|
1,497,194
|
-
|
|
Fair value
The fair value of the share options
has been calculated based on a Monte Carlo Pricing Model using the
following inputs:
|
2024
|
2023
|
Share price
|
0.89
|
0.87
|
Exercise price
|
Nil
|
Nil
|
Expected volatility
|
34%
|
43%
|
Risk free rate
|
4.980%
|
1.675%
|
Expected dividends*
|
0%
|
0%
|
*based on quoted property sector
average.
24. Financial instruments and risk
management
The Group's activities expose it to
a variety of financial risks in relation to the financial
instruments it uses: market risk including cash flow interest rate
risk, credit risk and liquidity risk. The financial risks relate to
the following financial instruments: trade receivables, cash and
cash equivalents, trade and other payables, borrowings and
derivative financial instruments.
Risk management parameters are
established by the Board on a project-by-project basis. Reports are
provided to the Board quarterly and also when authorised changes
are required.
Financial instruments
|
|
2024
£m
|
2023
£m
|
Financial assets
|
|
|
|
Financial assets at amortised
cost
|
|
|
|
Trade and other
receivables
|
|
7.7
|
13.4
|
Cash and cash
equivalents
|
|
132.8
|
108.6
|
Total financial assets and maximum
exposure to credit risk
|
|
140.5
|
122.0
|
Financial liabilities
|
|
|
|
At amortised cost
|
|
|
|
Borrowings
|
|
(296.6)
|
(296.7)
|
Lease liabilities
|
|
(75.6)
|
(76.7)
|
Payables and accruals
|
|
(18.1)
|
(20.0)
|
|
|
(390.3)
|
(393.4)
|
|
|
(249.8)
|
(271.4)
|
The fair
value of the financial assets and liabilities at amortised cost are
considered to be the same as their carrying value, with the
exception of certain fixed rate borrowings, see note 20 for further
details. None of the financial instruments above are held at fair
value
Market risk
Currency risk
The Group is not subject to any
foreign currency risk as nearly all transactions are in Pounds
Sterling.
Interest rate risk
At 31 March 2024 the Group has no
interest rate risk as it has no drawn debt that is subject to
variable interest rates and no open derivatives in controlled
entities.
There would be no impact on finance
costs to the Group, in the year or in the prior year, if interest
rates increase or decrease as the Group has no drawn variable rate
debt.
Credit risk
The Group's principal financial
assets are cash, trade receivables and other
receivables.
The Group manages its credit risk
through policies to ensure that rental contracts are made with
tenants meeting appropriate balance sheet covenants, supplemented
by rental deposits or bank guarantees from international banks. The
Group may suffer a void period where no rents are received. The
quality of the tenant is assessed based on an extensive tenant
covenant review scorecard prior to acquisition of the property. The
assessment of the tenant credit worthiness is also monitored on an
ongoing basis. Credit risk is assisted by the vast majority of
occupational leases requiring that tenants pay rentals in advance.
The Group monitors rent collection in order to anticipate and
minimise the impact of default by tenants. All outstanding rent
receivables are regularly monitored. In order to measure the
expected credit losses, trade receivables from tenants have been
grouped by shared credit risk characteristics and an assumption
around the tenants ability to pay their receivable, based on
conversations held and our knowledge of their credit history. The
expected loss rates are based on historical payment profiles of
tenant debtors and corresponding historical credit losses. These
historical loss rates are then adjusted to reflect the likelihood
that tenants will pay.
Ageing of past due gross trade
receivables and the carrying amount net of loss allowances is set
out below:
|
2024
Gross amount
£m
|
2024
Loss allowance
£m
|
2024
% applied
|
2024
Carrying amount
£m
|
2023
Gross amount
£m
|
2023
Loss allowance
£m
|
2023
% applied
|
2023
Carrying amount
£m
|
|
|
|
0-30 days
|
1.2
|
0.4
|
36%
|
0.8
|
2.4
|
0.6
|
25%
|
1.8
|
|
30-60 days
|
0.3
|
0.1
|
33%
|
0.2
|
0.1
|
0.1
|
100%
|
-
|
|
60-90 days
|
0.1
|
0.1
|
100%
|
-
|
0.3
|
0.1
|
33%
|
0.2
|
|
90-120 days
|
0.3
|
0.1
|
33%
|
0.2
|
0.3
|
0.1
|
33%
|
0.2
|
|
Over 120 days
|
1.4
|
1.2
|
86%
|
0.2
|
2.5
|
2.1
|
84%
|
0.4
|
|
|
3.3
|
1.9
|
|
1.4
|
5.6
|
3.0
|
|
2.6
|
|
The Group's total expected credit
loss in relation to trade receivables, other receivables and
accrued income is £2.3 million (2023: £3.5 million). The Group
recognises an expected credit loss allowance on trade receivables
of £1.9 million (2023: £3.0 million) as noted in the above
table.
The Group categorises trade debtors
in varying degrees of risk, as detailed below:
|
2024
£m
|
2023
£m
|
Risk level
|
|
|
Very high
|
1.4
|
2.5
|
High
|
0.3
|
0.3
|
Medium
|
0.4
|
0.4
|
Low
|
1.2
|
2.4
|
Gross carrying amount before loss
allowance
|
3.3
|
5.6
|
Loss allowance
|
(1.9)
|
(3.0)
|
Carrying amount
|
1.4
|
2.6
|
The Group monitors its counterparty
exposures on cash and short-term deposits weekly. The Group
monitors the counterparty credit rating of the institutions that
hold its cash and deposits and spread the exposure across several
banks.
Liquidity risk
The Group manages its liquidity risk
by maintaining sufficient cash balances and committed credit
facilities. The Board reviews the credit facilities in place on a
regular basis. Cash flow reports are issued weekly to management
and are reviewed quarterly by the Board. A summary table with
maturity of financial liabilities is presented below:
2024 £m
|
Less than
one year
|
One to two
years
|
Two to five
years
|
More than
five years
|
Total
|
Borrowings
|
-
|
-
|
(300.0)
|
-
|
(300.0)
|
Interest on borrowings
|
(10.5)
|
(10.5)
|
(20.2)
|
-
|
(41.2)
|
Lease liabilities
|
(2.9)
|
(2.9)
|
(8.8)
|
(247.8)
|
(262.4)
|
Payables and accruals
|
(18.1)
|
-
|
-
|
-
|
(18.1)
|
|
(31.5)
|
(13.4)
|
(329.0)
|
(247.8)
|
(621.7)
|
2023 £m
|
|
|
|
|
|
Borrowings
|
-
|
-
|
(300.0)
|
-
|
(300.0)
|
Interest on borrowings
|
(10.5)
|
(10.5)
|
(30.7)
|
-
|
(51.7)
|
Lease liabilities
|
(3.0)
|
(3.0)
|
(8.9)
|
(253.6)
|
(268.5)
|
Payables and accruals
|
(20.0)
|
-
|
-
|
-
|
(20.0)
|
|
(33.5)
|
(13.5)
|
(339.6)
|
(253.6)
|
(640.2)
|
Reconciliation of movement in the Group's share of net debt
in the year
|
2024
£m
|
2023
£m
|
Group's
share of net debt at beginning of year
|
201.3
|
221.5
|
Cash
flow
|
|
|
Net
increase in cash and cash equivalents
|
(24.2)
|
(25.8)
|
Change in
bank loan fees to be amortised
|
(0.1)
|
0.9
|
Group's
share of joint ventures' and associates' cash flow
|
|
|
Net decrease in cash and cash equivalents
|
2.2
|
2.7
|
Bank loans repaid
|
(11.9)
|
-
|
New bank loans
|
-
|
1.9
|
Change in bank loan fees to be amortised
|
-
|
0.1
|
Group's share of net debt
|
167.3
|
201.3
|
Being:
|
|
|
Group
borrowings
|
296.6
|
296.7
|
Group's
share of joint ventures' and associates' borrowings
|
3.9
|
15.9
|
Group
cash
|
(132.8)
|
(108.6)
|
Group's
share of joint venture and associate cash
|
(0.4)
|
(2.7)
|
Group's
share of net debt
|
167.3
|
201.3
|
Capital risk management
The Group's objectives when managing
capital are to safeguard the Group's ability to continue as a going
concern, to provide returns to shareholders and to maintain an
optimal capital structure to reduce the cost of capital. The Group
is not subject to any external capital requirements. As detailed in
note 11, the Group is a REIT and to qualify as a REIT the Group
must distribute 90% of its taxable income from its property
business.
To maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or
sell assets. Consistent with others in the industry, the Group
monitors capital on the basis of its gearing ratio. This ratio is
calculated as net debt divided by equity. Net debt is calculated as
total borrowings, less cash and cash equivalents on a
proportionately consolidated basis.
Between 31 March 2023 and 31 March
2024, the Group's proportionally consolidated LTV decreased by 3.1%
from 33.9% to 30.8% and the gearing ratio from 49.7% to 45.4%
mainly as a result of retail disposals. The Group continually
monitors LTV and will continue to monitor LTV closely, factoring in
disposal activity and possible further valuation declines as
disclosed in Note 1. The Group has remained compliant with all of
its banking covenants during the year as discussed in Note
1.
Net debt
to equity ratio
|
2024
£m
|
2023
£m
|
Borrowings
|
296.6
|
296.7
|
Cash and cash
equivalents
|
(132.8)
|
(108.6)
|
Net debt
|
163.8
|
188.1
|
Equity attributable to equity
holders of the parent
|
361.1
|
378.6
|
Net debt to equity ratio ('Balance
sheet gearing')
|
45.4%
|
49.7%
|
Share of joint ventures' and
associates' borrowings
|
3.9
|
15.9
|
Share of joint ventures' and
associates' cash and cash equivalents
|
(0.4)
|
(2.7)
|
Group's share of net
debt
|
167.3
|
201.3
|
Carrying value of investment
property
|
533.8
|
551.5
|
Share of joint ventures' and
associates carrying value of investment properties
|
10.0
|
42.1
|
Group's share of carrying value of
investment properties
|
543.8
|
593.6
|
Net debt to property value ratio
('Loan to value')
|
30.8%
|
33.9%
|
Reconciliation of financial
liabilities
Reconciliation of financial liabilities
|
Lease liabilities
£m
|
Borrowings
£m
|
Total
£m
|
As at 1
April 2023
|
76.7
|
296.7
|
373.4
|
Decrease through financing
cash flows
|
|
|
|
Repayment
of principal portion of lease liability
|
(0.4)
|
-
|
(0.4)
|
Disposal
|
(0.7)
|
-
|
(0.7)
|
Loan
amortisation
|
-
|
(0.1)
|
(0.1)
|
As at 31
March 2024
|
75.6
|
296.6
|
372.2
|
Reconciliation of financial liabilities
|
Lease
liabilities
£m
|
Borrowings
£m
|
Total
£m
|
As at 1 April 2022
|
75.7
|
295.8
|
371.5
|
(Decrease)/Increase through financing cash
flows
|
|
|
|
Head office lease
|
1.1
|
-
|
1.1
|
Repayment of principal portion of
lease liability
|
(0.4)
|
-
|
(0.4)
|
Lease modification
|
0.3
|
-
|
0.3
|
Loan amortisation
|
-
|
0.9
|
0.9
|
As at 31 March 2023
|
76.7
|
296.7
|
373.4
|
25. Contingencies and
commitments
The Group has no material contingent
liabilities (2023: None). The Group was contractually committed to
£0.7 million of capital expenditure to construct or develop
investment property as at 31 March 2024 (31 March 2023: £1.8
million).
Under the terms of the sale
agreement to dispose of Hawthorn dated 20 August 2021, the Group
gave certain warranties, including tax, relating to Hawthorn. A
breach of warranty will only give rise to a successful claim in
damages if the buyer can show that the warranty was breached and
that the effect of the breach is to reduce the value of Hawthorn at
the date of disposal. Claims must be received, in the case of a
Warranty Claim, within a year of Completion and, in the case of a
Tax Claim, within 6 years of Completion. No such claims have been
received.
26. Related party
transactions
Transactions between the Company and
its subsidiaries have been eliminated on consolidation and are not
disclosed in this note.
During the year the Company paid
£0.8 million (2023: £1.1 million) in professional legal fees to CMS
Cameron McKenna Nabarro Olswang LLP for property services at
commercial market rates. Allan Lockhart, CEO of NewRiver, has a
personal relationship with one of the Partners at CMS who along
with other Partners provides these legal services.
The Group has loans with a joint
venture of £nil (2023: £3.0 million) and loans with associates of
£3.2 million (March 2023: £3.2 million) During the year, the Group
received £nil (2023: £2.3 million) back from associates in the form
of shareholder loan repayments and repayment of initial capital
invested.
Management fees are charged to joint
ventures and associates for asset management, investment advisory,
project management and accounting services.
Total fees charged
were:
|
2024
£m
|
2023
£m
|
NewRiver Retail (Napier)
Limited
|
-
|
0.2
|
NewRiver Retail (Hamilton)
Limited
|
0.2
|
0.2
|
NewRiver (Sprucefield)
Limited
|
0.2
|
0.1
|
As at 31 March 2024, an amount of
£0.3 million (2023: £0.3 million) was due to the Group relating to
management fees.
During the year, the Group
recognised £0.2 million of interest from joint ventures and
associates (2023: £0.3 million) and as at 31 March 2024 the amount
owing to the Group was £0.2 million (2023: £0.2
million).
Key management personnel
All transfer of resources, services
or obligations between the Company and these parties have been
disclosed, regardless of whether a price is charged. We are unaware
of any other related party transactions between related
parties.
Related party relationships and
transactions have been accounted for and disclosed in accordance
with the requirements of IFRSs or other requirements, for example,
the Companies Act 2006.
27. Post balance sheet
events
There were no significant events
occurring after the reporting period, but before the financial
statements were authorised for issue.
ALTERNATIVE
PERFORMANCE MEASURES (APMs) (Unaudited)
In addition to information contained
in the Group financial statements, Alternative Performance Measures
('APMs'), being financial measures which are not specified under
IFRS, are also used by management to assess the Group's
performance. These include a number of measures contained in the
'Financial Statistics' table at the beginning of this document.
These APMs include a number of European Public Real Estate
Association ('EPRA') measures, prepared in accordance with the EPRA
Best Practice Recommendations reporting framework. We report these
because management considers them to improve the transparency and
relevance of our published results as well as the comparability
with other listed European real estate companies.
The table below identifies the APMs
used in this statement and provides the nearest IFRS measure where
applicable, and where in this statement an explanation and
reconciliation can be found.
APM
|
Nearest IFRS measure
|
Explanation and
reconciliation
|
Underlying Funds From Operations ('UFFO') and UFFO per
share
|
Profit /
(Loss) for the year after taxation
|
Note 12
of the Financial Statements
|
EPRA Net
Tangible Assets ('NTA') and EPRA NTA per share
|
Net
Assets
|
Note 12
of the Financial Statements
|
Dividend
cover
|
N/A
|
'Financial Policies' section of the 'Finance
Review'
|
Admin
cost ratio
|
N/A
|
Note 6 of
the Financial Statements
|
Interest
cover
|
N/A
|
Glossary
|
EPRA
EPS
|
IFRS
Basic EPS
|
Note 12
of the Financial Statements
|
EPRA
NIY
|
N/A
|
'EPRA
performance measures' section of this document
|
EPRA
'topped-up' NIY
|
N/A
|
'EPRA
performance measures' section of this document
|
EPRA
Vacancy Rate
|
N/A
|
'EPRA
performance measures' section of this document
|
Total
Accounting Return
|
N/A
|
Glossary
|
Weighted
average cost of debt
|
N/A
|
'Financial Policies' section of the "Finance
review"
|
Weighted
average debt maturity
|
N/A
|
'Financial Policies' section of the "Finance
review"
|
Loan to
Value
|
N/A
|
Note 24
of the Financial Statements
|
EPRA PERFORMANCE MEASURES
(Unaudited)
The information in this section is
unaudited and does not form part of the consolidated primary
statements of the company or the notes thereto.
Introduction
Below we disclose financial
performance measures in accordance with the European Public Real
Estate Association ('EPRA') Best Practice Recommendations which are
aimed at improving the transparency, consistency and relevance of
reporting across European Real Estate companies.
This section sets out the rationale
for each performance measure as well as how it is measured. A
summary of the performance measures is included in the following
tables
|
FY24
|
FY23
|
EPRA
Earnings Per Share (EPS)
|
7.4p
|
7.9p
|
EPRA Cost
Ratio (including direct vacancy costs)
|
36.9%
|
38.6%
|
EPRA Cost
Ratio (excluding direct vacancy costs)
|
33.8%
|
34.3%
|
|
|
|
|
March 2024
|
March 2023
|
EPRA NRV
per share
|
127p
|
134p
|
EPRA NTA
per share
|
115p
|
121p
|
EPRA NDV
per share
|
123p
|
135p
|
EPRA
LTV
|
34.1%
|
37.0%
|
EPRA
NIY
|
7.1%
|
7.6%
|
EPRA
'topped-up' NIY
|
7.5%
|
8.0%
|
EPRA
Vacancy Rate
|
2.1%
|
3.4%
|
EPRA Earnings Per Share:
7.4p
Definition
Earnings from operational
activities
Purpose
A key measure of a company's
underlying operating results and an indication of the extent to
which current dividend payments are supported by
earnings
|
FY24
(£m)
|
FY23
(£m)
|
Earnings
/ (loss) per IFRS income statement
|
3.0
|
(16.8)
|
Adjustments to calculate EPRA Earnings, exclude:
|
|
|
Changes
in value of investment properties, development properties held for
investment and other interests
|
13.9
|
38.2
|
Profits
or losses on disposal of investment properties, development
properties held for investment and other interests
|
6.1
|
3.8
|
Changes
in fair value of financial instruments and associated close-out
costs
|
-
|
-
|
Acquisition costs on share deals and non-controlling joint
venture interests
|
-
|
-
|
Deferred
tax in respect of EPRA adjustments
|
-
|
-
|
Adjustments to above in respect of joint ventures (unless
already included under proportional consolidation)
|
(0.1)
|
(0.8)
|
EPRA
Earnings
|
22.9
|
24.4
|
Basic
number of shares
|
311.4m
|
309.7m
|
EPRA Earnings per Share
(EPS)
|
7.4p
|
7.9p
|
Reconciliation of EPRA Earnings to
Underlying Funds From Operations (UFFO)
|
FY24
(£m)
|
FY23
(£m)
|
EPRA
Earnings
|
22.9
|
24.4
|
Share-based payment charge
|
1.5
|
1.1
|
Depreciation on property
|
-
|
-
|
Forward-looking element of IFRS 9
|
-
|
(0.2)
|
Head
office relocation costs
|
-
|
0.5
|
Underlying Funds From
Operations (UFFO)
|
24.4
|
25.8
|
Basic
number of shares
|
311.4m
|
309.7m
|
UFFO per
share
|
7.8p
|
8.3p
|
EPRA NRV per share: 127p; EPRA NTA
per share: 115p; EPRA NDV per share: 123p
Definition
Net Asset Value adjusted to
include properties and other investment interests at fair value and
to exclude certain items not expected to crystallise in a long-term
investment property business model.
Purpose
Makes adjustments to IFRS NAV to
provide stakeholders with the most relevant information on the fair
value of the assets and liabilities within a true real estate
investment company with a long-term investment strategy.
31 March 2024
|
EPRA NRV
(£m)
|
EPRA NTA
(£m)
|
EPRA NDV
(£m)
|
IFRS
Equity attributable to shareholders
|
361.1
|
361.1
|
361.1
|
Fair
value of financial instruments
|
(0.1)
|
(0.1)
|
-
|
Deferred
tax in relation to fair value gains of Investment
Property
|
0.8
|
0.8
|
-
|
Fair
value of debt
|
-
|
-
|
24.5
|
Purchasers' costs
|
36.8
|
-
|
-
|
EPRA NRV / NTA /
NDV
|
398.6
|
361.8
|
385.6
|
Fully
diluted number of shares
|
313.3m
|
313.3m
|
313.3m
|
EPRA NRV / NTA / NDV per
share
|
127p
|
115p
|
123p
|
31 March 2023
|
EPRA NRV
(£m)
|
EPRA NTA
(£m)
|
EPRA NDV
(£m)
|
IFRS
Equity attributable to shareholders
|
378.6
|
378.6
|
378.6
|
Fair
value of financial instruments
|
(0.6)
|
(0.6)
|
-
|
Deferred
tax in relation to fair value gains of Investment
Property
|
0.9
|
0.9
|
-
|
Fair
value of debt
|
-
|
-
|
43.2
|
Purchasers' costs
|
40.2
|
-
|
-
|
EPRA NRV / NTA /
NDV
|
419.1
|
378.9
|
421.8
|
Fully
diluted number of shares
|
312.7m
|
312.7m
|
312.7m
|
EPRA NRV / NTA / NDV per
share
|
134p
|
121p
|
135p
|
EPRA LTV:
34.1%
Definition
EPRA LTV is the ratio of gross
debt, net payables less cash and cash equivalents to the aggregate
value of properties. LTV is expressed on a proportionally condensed
consolidated basis.
Purpose
EPRA LTV introduces a consistent
and comparable metric for the real estate sector, with the
aim to assess the gearing of the shareholder equity within a
real estate investment company.
31 March 2024
|
Group
(£m)
|
Share of Joint
Ventures
(£m)
|
Share of
Associates
(£m)
|
Total
(£m)
|
Borrowings from financial
institutions
|
-
|
-
|
(4.0)
|
(4.0)
|
Corporate bond
|
(300.0)
|
-
|
-
|
(300.0)
|
Net (payables) /
receivables
|
(14.9)
|
0.1
|
(0.1)
|
(14.9)
|
Cash and cash
equivalents
|
132.8
|
-
|
0.4
|
133.2
|
Net Debt (A)
|
(182.1)
|
0.1
|
(3.7)
|
(185.7)
|
|
|
|
|
|
Investment property at fair
value
|
533.8
|
-
|
10.0
|
543.8
|
Total Property Value (B)
|
533.8
|
-
|
10.0
|
543.8
|
LTV (A/B)
|
34.1%
|
|
|
34.1%
|
31 March 2023
|
Group
(£m)
|
Share of
Joint Ventures
(£m)
|
Share
of
Associates
(£m)
|
Total
(£m)
|
Borrowings from financial
institutions
|
-
|
(12.0)
|
(4.0)
|
(16.0)
|
Corporate bond
|
(300.0)
|
-
|
-
|
(300.0)
|
Net payables
|
(14.5)
|
(0.2)
|
(0.3)
|
(15.0)
|
Cash and cash
equivalents
|
108.6
|
2.1
|
0.6
|
111.3
|
Net Debt (A)
|
(205.9)
|
(10.1)
|
(3.7)
|
(219.7)
|
|
|
|
|
|
Investment property at fair
value
|
551.5
|
32.2
|
9.9
|
593.6
|
Total Property Value (B)
|
551.5
|
32.2
|
9.9
|
593.6
|
LTV (A/B)
|
37.3%
|
|
|
37.0%
|
EPRA NIY: 7.1%, EPRA 'topped-up'
NIY: 7.5%
Definition
The basic EPRA NIY calculates the
annualised rental income based on the cash rents passing at the
balance sheet date, less non-recoverable property operating
expenses, divided by the market value of the property, increased
with (estimated) purchasers' costs.
In respect of the 'topped-up' NIY,
an adjustment to the EPRA NIY in respect of the expiration of
rent-free periods (or other unexpired lease incentives such as
discounted rent periods and step rents).
Purpose
A comparable measure for portfolio
valuations to assist investors in comparing portfolios.
|
|
March 2024
(£m)
|
March 2023
(£m)
|
Properties at valuation - wholly owned
|
|
533.8
|
551.5
|
Properties at valuation - share of Joint Ventures &
Associates
|
|
10.0
|
42.1
|
Trading
property (including share of Joint Ventures &
Associates)
|
|
-
|
-
|
Less: Developments
|
|
(10.0)
|
(10.2)
|
Completed property
portfolio
|
|
533.8
|
583.4
|
Allowance
for estimated purchasers' costs and capital expenditure
|
|
40.5
|
44.9
|
Grossed
up completed property portfolio valuation
|
B
|
574.3
|
628.3
|
Annualised cash passing rental income
|
|
50.9
|
59.6
|
Property
outgoings
|
|
(10.0)
|
(11.9)
|
Annualised net
rents
|
A
|
40.9
|
47.7
|
Add:
Notional rent expiration of rent free periods or other lease
incentives
|
|
2.4
|
2.4
|
Topped-up net annualised
rent
|
C
|
43.3
|
50.1
|
EPRA NIY
|
A/B
|
7.1%
|
7.6%
|
EPRA 'topped-up'
NIY
|
C/B
|
7.5%
|
8.0%
|
EPRA Vacancy rate: 2.1%
Definition
Estimated Market Rental Value (ERV)
of vacant space divided by ERV of the whole portfolio, excluding
development assets.
Purpose
A 'pure' (%) measure of investment
property space that is vacant, based on ERV.
|
|
March 2024
(£m)
|
March 2023
(£m)
|
Estimated
Rental Value of vacant retail space
|
A
|
1.0
|
1.8
|
Estimated
rental value of the retail portfolio
|
B
|
47.8
|
53.0
|
EPRA Vacancy
Rate
|
A/B
|
2.1%
|
3.4%
|
EPRA Cost Ratio (including direct vacancy
costs): 36.9%; EPRA Cost Ratio (excluding direct vacancy costs):
33.8%
Definition
Administrative & operating costs
(including & excluding costs of direct vacancy) divided by
gross rental income.
Purpose
A key measure to enable meaningful
measurement of the changes in a company's operating
costs.
|
|
FY24
(£m)
|
FY23
(£m)
|
Administrative/operating expenses per IFRS
|
|
18.2
|
19.2
|
Net
service charge costs/fees
|
|
4.0
|
5.6
|
Management fees less actual/estimated profit
element
|
|
(2.5)
|
(1.5)
|
Other
operating income/recharges intended to cover overhead expenses less
any related profits
|
|
-
|
-
|
Share of
Joint Ventures and associates expenses (net of other
income)
|
|
0.1
|
0.4
|
Exclude
(if part of the above):
|
|
|
|
Investment property depreciation
|
|
-
|
-
|
Ground
rent costs
|
|
0.4
|
0.6
|
Service
charge costs recovered through rents but not separately
invoiced
|
|
-
|
-
|
EPRA Costs (including direct
vacancy costs)
|
A
|
20.2
|
24.3
|
Direct
vacancy costs
|
|
(1.7)
|
(2.7)
|
EPRA Costs (excluding direct
vacancy costs)
|
B
|
18.5
|
21.6
|
Gross
Rental Income less ground rents - per IFRS
|
|
53.3
|
59.4
|
Less:
service fee and service charge costs components of Gross Rental
Income (if relevant)
|
|
-
|
-
|
Add:
share of Joint Ventures and associates (Gross Rental Income less
ground rents)
|
|
1.5
|
3.6
|
Gross Rental
Income
|
C
|
54.8
|
63.0
|
EPRA Cost Ratio (including
direct vacancy costs)
|
A/C
|
36.9%
|
38.6%
|
EPRA Cost Ratio (excluding
direct vacancy costs)
|
B/C
|
33.8%
|
34.3%
|
Reconciliation of EPRA Costs
(including direct vacancy costs) to Net Administrative expenses per
IFRS
|
|
FY24
(£m)
|
FY23
(£m)
|
EPRA Costs (including direct
vacancy costs)
|
A
|
20.2
|
24.3
|
Exclude
|
|
|
|
Ground
rent costs
|
|
(0.4)
|
(0.6)
|
Share of
Joint Ventures and associates property expenses (net of other
income)
|
|
-
|
(0.4)
|
Other
operating income/recharges intended to cover overhead expenses less
any related profits
|
|
-
|
-
|
Net
service charge costs/fees
|
|
(4.0)
|
(5.6)
|
Operating
expenses (excluding service charge cost)
|
|
(5.8)
|
(6.6)
|
Tenant
incentives (included within income)
|
|
(0.2)
|
(0.2)
|
Letting
& legal costs (included within income)
|
|
(1.3)
|
(1.3)
|
Group's share of net
administrative expenses as per IFRS
|
D
|
8.5
|
9.6
|
|
|
|
|
EPRA Gross Rental
Income
|
C
|
54.8
|
63.0
|
Ground
rent costs
|
|
(0.4)
|
(0.6)
|
Expected
credit reversal / (loss)
|
|
0.1
|
(0.2)
|
Surrender
premiums and commissions
|
|
(0.7)
|
(0.6)
|
Other
income
|
|
0.4
|
1.4
|
Property rental, other
income and related income as per IFRS
|
E
|
54.2
|
63.0
|
Administrative cost ratio as
per IFRS
|
D/E
|
15.7%
|
15.2%
|
Property related capital
expenditure and tenant incentives (additional
disclosure)
|
Year ended
31 March
2024
|
Year
ended
31
March 2023
|
Group
£m
|
JVs & Associates
£m
|
Group's share
£m
|
Group
£m
|
JVs & Associates
£m
|
Group's share
£m
|
Acquisitions
|
-
|
-
|
-
|
-
|
-
|
-
|
Development
|
0.2
|
-
|
0.2
|
0.3
|
-
|
0.3
|
Investment properties
|
|
|
|
|
|
|
Incremental lettable space
|
4.0
|
-
|
4.0
|
1.9
|
-
|
1.9
|
Non incremental lettable space
|
1.9
|
-
|
1.9
|
0.8
|
0.8
|
1.6
|
Other material non-allocated types of expenditure
|
-
|
-
|
-
|
-
|
-
|
-
|
Capitalised interest
|
-
|
-
|
-
|
-
|
-
|
-
|
Total property related
capital expenditure and tenant incentives
|
6.1
|
-
|
6.1
|
3.0
|
0.8
|
3.8
|
Conversion from accrual to cash basis
|
-
|
-
|
-
|
(0.1)
|
(0.3)
|
(0.4)
|
Total property related
capital expenditure and tenant incentives on cash
basis
|
6.1
|
-
|
6.1
|
2.9
|
0.5
|
3.4
|
Refurbishment expenditure in
respect of major works is capitalised whilst renovation and
refurbishment expenditure of a revenue nature is expensed as
incurred. Our business model for major works and developments is to
use a combination of in-house staff and external advisers. The cost
of external advisers is capitalised to the cost of developments and
employee costs in relation to in-house staff time on development
projects are capitalised into the base cost of relevant assets
subject to meeting certain criteria related to the degree of time
spent on and the nature of specific projects. Staff costs amounting
to £0.5 million (2023: £0.5 million) have been capitalised as such
during the year. Capital tenant incentives of £0.8 million (2023:
£0.4 million) were paid during the year, with associated
amortisation of £0.2 million (2023: £0.2 million) recognised in the
consolidated statement of comprehensive income.
Glossary
Admin cost ratio: Is the
Group's share of net administrative expenses (including its share
of JV administrative expenses) divided by the Group's share of
property income (including its share of JV property
income).
Associates: is an entity in
which the Group holds an interest and is significantly influenced
by the Group.
Average debt maturity: Is
measured in years when each tranche of gross debt is multiplied by
the remaining period to its maturity and the result is divided by
total gross debt in issue at the period end. Average debt maturity
is expressed on a proportionally consolidated basis.
Balance sheet gearing: Is the
balance sheet net debt divided by IFRS net assets.
BRAVO: Is BRAVO Strategies III
LLC, with which NewRiver formed a capital partnership in May 2019
to acquire and manage a portfolio of retail assets in the
UK.
Book
value: Is the amount at which assets
and liabilities are reported in the financial
statements.
Cost of debt: Is the loan
interest and derivative costs at the period end, divided by total
debt in issue at the period end. Cost of debt is expressed on a
proportionally consolidated basis.
CVA: is a Company Voluntary
Arrangement, a legally binding agreement that allows a company to
settle debts by paying only a proportion of the amount that it owes
to creditors (such as contracted rent) or to come to some other
arrangement with its creditors over the payment of its
debts.
Dividend cover: Underlying
Funds From Operations per share divided by dividend per share
declared in the period.
EPRA: Is the European Public
Real Estate Association.
EPRA
earnings: Is the IFRS profit after
taxation excluding investment property revaluations, fair value
adjustments on derivatives, gains/losses on disposals and deferred
tax.
EPRA earnings per share: Is
EPRA earnings divided by the weighted average basic number of
shares in issue during the period.
EPRA
Net Tangible Assets (EPRA NTA): Are
the balance sheet net assets excluding the mark to market on
effective cash flow hedges and related debt adjustments, deferred
taxation on revaluations, goodwill, and diluting for the effect of
those shares potentially issuable under employee share
schemes.
EPRA
NTA per share: Is EPRA NTA divided
by the diluted number of shares at the period end.
EPRA LTV: EPRA LTV is the ratio
of gross debt, net payables less cash and cash equivalents to the
aggregate value of properties. LTV is expressed on a proportionally
consolidated basis.
ERV
growth: Is the change in ERV over a
period on our investment portfolio expressed as a percentage of the
ERV at the start of the period. ERV growth is calculated monthly
and compounded for the period subject to measurement, as calculated
by MSCI Real Estate.
Estimated rental value (ERV): Is the external valuers' opinion as to the open market
rent which, on the date of valuation, could reasonably be expected
to be obtained on a new letting or rent review of a
property.
Footfall: Is the annualised
number of visitors entering our shopping centre assets.
Gross Asset Value (GAV): Is
Gross Asset Value, the total value of all real estate investments
owned by the Company
Group: Is NewRiver REIT plc,
the Company and its subsidiaries and its share of joint ventures
(accounted for on an equity basis).
Head
lease: Is a lease under which the
Group holds an investment property.
IFRS: UK-adopted International
Accounting Standards
Income return: Is the income
derived from a property as a percentage of the property
value.
Interest cover: Interest cover
is tested at corporate level and is calculated by comparing actual
net property income received versus cash interest payable on a 12
month look-back basis.
Joint venture: Is an entity in
which the Group holds an interest on a long-term basis
and is jointly controlled by the Group and one or more
ventures under a contractual arrangement whereby decisions on
financial and operating policies essential to the operation,
performance and financial position of the venture require each
joint venture partner's consent.
Leasing events: Long-term and
temporary new lettings, lease renewals and lease variations within
investment and joint venture properties.
Like-for-like ERV growth: Is
the change in ERV over a period on the standing investment
properties expressed as a percentage of the ERV at the start of the
period.
Like-for-like footfall: Is the
movement in footfall against the same period in the prior period,
on properties owned throughout both comparable periods, aggregated
at 100% share.
Like-for-like net income: Is
the change in net income on properties owned throughout the current
and previous periods under review. This growth rate includes
revenue recognition and lease accounting adjustments but excludes
properties held for development in either period, properties with
guaranteed rent reviews and asset management
determinations.
Long-term leasing deals: Are
leasing deals with a fixed term certain of at least one
year.
Loan
to Value (LTV): Is the ratio of
gross debt less cash, short-term deposits and liquid investments to
the aggregate value of properties and investments. LTV is expressed
on a proportionally consolidated basis.
Mark
to market: Is the difference between
the book value of an asset or liability and its market
value.
MSCI: MSCI Inc produces
independent benchmarks of property returns and NewRiver
portfolio returns.
Net
equivalent yield (NEY): Is the net
weighted average income return a property will produce based upon
the timing of the income received. In accordance with usual
practice, the equivalent yields (as determined by the external
valuers) assume rent received annually in arrears and on values
before deducting prospective purchaser's costs.
Net
initial yield (NIY): Is the current
annualised rent, net of costs, expressed as a percentage of capital
value, after adding notional purchaser's costs.
Net
rental income: Is the rental income
receivable in the period after payment of net property outgoings.
Net rental income will differ from annualised net rents and passing
rent due to the effects of income from rent reviews, net property
outgoings and accounting adjustments for fixed and minimum
contracted rent reviews and lease incentives.
NewRiver share: Represents the
Group's ownership on a proportionally consolidated
basis.
Passing rent: Is the gross rent
payable under leases terms.
Pre-let: A lease signed with an
occupier prior to the completion of a development.
Pre-sale: A sale exchanged with
a purchaser prior to completion of a development.
Property Income Distribution (PID): As a REIT the Group is obliged to distribute 90% of the
tax-exempt profits. These dividends, which are referred to as PIDs,
are subject to withholding tax at the basic rate of income tax.
Certain classes of shareholders may qualify to receive the dividend
gross. See our website (www.nrr.co.uk) for details. The Group can
also make other normal (non-PID) dividend payments which are taxed
in the usual way.
Proportionately consolidated: The aggregation of the financial results of the Reported Group
and the Group's Share of net assets within its joint venture and
associates.
Real
Estate Investment Trust (REIT): Is a
listed property company which qualifies for and has elected into a
tax regime, which exempts qualifying UK property rental income and
gains on investment property disposals from corporation
tax.
Rental value growth: Is the
increase in the current rental value, as determined by the
Company's valuers, over the 12-month period on a like-for-like
basis.
Retail occupancy rate: Is the
estimated rental value of let units expressed as a percentage of
the total estimated rental value of the portfolio, excluding
development properties.
Risk-controlled development pipeline:
Is the combination of all development projects
that the Company is currently pursuing or assessing for
feasibility. Our risk-controlled approach means that we will not
commit to a new development unless we have pre-let or pre-sold at
least 70% by area.
Tenant (or lease) incentives: Are any incentives offered to occupiers to enter into a lease.
Typically the incentive will be an initial rent-free period, or a
cash contribution to fit-out or similar costs. Under accounting
rules, the value of lease incentives given to tenants is amortised
through the Income Statement on a straight-line basis to the lease
expiry.
Total Accounting Return (TAR): Is the increase or decrease in EPRA NTA per share plus
dividends paid in the period, expressed as a percentage of EPRA NTA
per share at the beginning of the period.
Total Property Return (TPR): Is
calculated as the change in capital value, less any capital
expenditure incurred, plus net income, expressed as a percentage of
capital employed over the period, as calculated by MSCI Real Estate
(formerly IPD). Total property returns are calculated monthly and
indexed to provide a return over the relevant period.
Topped-Up Net Initial Yield: Net initial yield adjusted to include notional rent in respect
of let properties which are subject to a rent free period at the
valuation date.
Underlying Funds From Operations (UFFO):
is a measure of the Company's operational profits,
which includes other income and excludes one off or non-cash
adjustments, such as portfolio valuation movements, profits or
losses on the disposal of investment properties, fair value
movements on derivatives and share-based payment
expense.
Weighted average lease expiry (WALE):
Is the average lease term remaining to first
tenant break, or expiry, across the portfolio weighted by rental
income. This is also disclosed assuming all tenant break clauses
are exercised at the earliest date, as stated. Excludes short-term
licences and residential leases.
Yield on cost: Passing rents
expressed as a percentage of the total development cost of a
property.
Yield Shift: Is a movement
(usually expressed in basis points) in the equivalent yield of a
property asset.