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Final Results

13th Mar 2015 07:00

RNS Number : 3321H
Japan Residential Inv. Co. Ltd
13 March 2015
 

 

 

13 March 2015

 

JAPAN RESIDENTIAL INVESTMENT COMPANY LIMITED

 

(the "Company")

 

 

Consolidated Financial Statements for the Year Ended 30 November 2014

 

 

Japan Residential Investment Company Limited (AIM: JRIC) is a closed-ended Guernsey incorporated company established to make and hold investments in residential property in Japan. The Company, its subsidiaries and entities in which it has a beneficial interest are referred to collectively as the "Fund". The Company presents its audited consolidated annual financial results for the year ended 30 November 2014.

 

 

Highlights

 

· Unrealised valuation gains on investment property totalled £7.0 million (5.9% of NAV) for the year ended 30 November 2014.

 

· Realised gains on property disposals amounted to £843,000 following the sale of Branche Kanamecho IV at a 34.1% premium to appraised value.

 

· Portfolio value increased 3.8% on a like-for-like basis during the year in Yen terms, up from a 3.0% gain in the prior year.

 

· The average Sterling/Yen exchange rate during the year was down 15.3% from the prior year. At the year end, the Yen was down 10.7% against Sterling year-on-year.

 

· Profit for the year was £14.5 million, down 4.0% year-on-year due to the weaker Yen. Profit for the year increased 10.7% in Yen terms.

 

· Underlying profit1 rose to £7.3 million, a 21.5% increase over the prior year.

 

· Average occupancy was 95.0% for the year, down from 95.6% in the prior year.

 

· NAV per share was 56.1p at 30 November 2014, down 2.6p from the prior year due primarily to net foreign exchange losses. In Yen terms, NAV per share increased 5.7% over the year.

 

· Cumulative distributions totalled 3.6p per share in respect of the year ended 30 November 2014.

 

Financial Summary

 

For the year ended 30 November  

 2014

 2013

 2014

 2013

 £000

 £000

 ¥m

 ¥m

Gross rental income

17,560

16,697

3,033

2,501

Unrealised valuation gain on investment property

6,955

6,555

1,201

982

Realised gain on disposal of investment property

843

2,143

146

321

Profit for the year

14,483

15,087

2,501

2,260

Earnings per share

6.8p

7.9p

¥11.8

¥11.9

Underlying profit1 for the year

7,315

6,020

1,263

902

Underlying profit1 per share

3.5p

3.2p

¥6.0

¥4.7

Distributions relating to the year

7,630

7,190

1,316

1,077

Distributions per share

3.6p

3.6p

¥6.2

¥5.4

As at 30 November

Investment property

248,800

203,491

46,175

34,120

Total debt

143,909

119,997

26,708

20,120

Gearing2

50.3%

37.1%

50.3%

37.1%

Net asset value (NAV)

118,877

124,506

22,062

20,876

NAV per share

56.1p

58.7p

¥104.1

¥98.5

Share price

52.3p

65.3p

¥97.0

¥109.5

Year end GBP/JPY exchange rate

185.591

167.673

Average GBP/JPY exchange rate for the year

172.710

149.780

 

 

1. Profit excluding gains/losses from fair value adjustments, foreign exchange and other capital and one-off items. The Fund uses underlying profit in its internal financial reporting and provides the analysis as additional information (see note 8).

 

2. Total debt less cash and restricted reserves as a proportion of total assets less cash and restricted reserves.

 

The values of assets and liabilities are converted from Yen to Sterling at the year end exchange rate. Items in the Statement of Comprehensive Income are converted at the average exchange rate for the year.

 

Enquiries:

 

KK Halifax Management Limited

Manager

 

Edward Barrow

+66 2656 0881

KK Halifax Asset Management

Investment Adviser

 

Alec Menikoff

+81 (0)3 5563 8771

Smith & Williamson Corporate Finance Limited

Nominated Adviser

 

Azhic Basirov

David Jones

+44 (0)20 7131 4000

Jefferies Hoare Govett

Joint Broker

 

Sara Hale

Max Jones

+44 (0)20 7029 8000

Liberum Capital Limited

Joint Broker

 

Richard Bootle

+44 (0)20 3100 2222

 

CHAIRMAN'S STATEMENT

 

I am pleased to present the Company's Annual Report and Consolidated Financial Statements for the year ended 30 November 2014 (the "Annual Report"). Underlying operating performance was strong during the year as the Company significantly expanded its revenue base and exposure to the rising residential property sector through new acquisitions and its continuing capital rotation strategy of selective disposal of non-core assets. While the Company posted strong Yen-based underlying performance, further weakening in the Yen against Sterling remained a significant headwind to Sterling-based performance.

 

The Fund moved early in the year to deploy proceeds from the equity capital raise completed in the prior year. Proceeds from the £15.4 million capital raise, combined with the proceeds of asset sales and attractive new debt facilities, enabled the Fund to acquire assets totalling ¥10.9 billion (£58.9 million), contributing to a 35.3% increase year-on-year ("YoY") in the value of the Company's investment portfolio. In addition, the Fund has enjoyed sustained valuation gains, which was a significant contributor to growth during the year. On a like-for-like basis, portfolio properties increased 3.8% in Yen terms, compared with 3.0% one year prior.

 

Results

 

The Company registered substantial Yen-denominated operating profit and NAV gains during the year. Due almost entirely to the weaker Yen, however, profit for the year ended 30 November 2014 in our presentation currency was down 4.0% to £14.5 million over the prior year. The benefits from greater net rental income following new acquisitions and from reduced financing costs were offset by a weaker Yen and reduced gains on asset sales as fewer disposals were realised. The average Yen/Sterling exchange rate was 15.3% lower during the period than the prior year. In Yen terms, profit for the year increased 10.7%.

 

Net rental income increased 2.8% to £13.3 million against the prior year. Management fees fell 1.9% YoY to £1.4 million, as higher costs associated with the larger asset base were offset by the weaker Yen. Administrative expenses were down 4.7% YoY due in part to the absence during the period of capital placing costs and the weaker Yen. Despite the Fund taking on additional debt against new property acquisitions, net financing costs, at £1.8 million, were 5.3% lower than the prior year due to the weaker Yen. Property operating expenses rose to 24.3% of gross rental income largely due to increased leasing expenses on newly acquired assets. Taxation charges increased during the year due to rising profits at the Japanese holding company level. In Yen terms, net rental income increased 18.6%.

 

While executing an ambitious acquisition programme, the Fund achieved portfolio occupancy of 95.0% for the year, down from 95.6% in the prior year. Underlying profit rose 21.5% to £7.3 million for the year as the expanded portfolio generated greater rental income and lower financing costs more than offset the larger taxation charge and effects of the weaker Yen. In Yen terms, underlying profit increased 40.1%.

 

NAV per share was 56.1p (¥104.1) at 30 November 2014, down 2.6p from the prior year. NAV increases of 0.4p from gains on property sales, 3.1p from fair value gains and 3.2p from net operating profit were more than offset by dividend payments totalling 3.6p and a net foreign exchange loss of 5.7p. In Yen terms, NAV per share increased 5.7% over the year.

 

The share price ended the year at a discount to NAV of 6.8%, versus a premium of 11.2% at the prior year end. At close on 11 March 2015, the share price was 55.4p, which represents a discount of approximately 2.4%.

 

Borrowings

 

At the year end, the Group held investment property valued at £248.8 million. Bonds and loans payable totalled £143.9 million with a weighted average interest cost of 0.90% per annum. Gearing was 50.3%, calculated as total debt less cash and restricted reserves as a proportion of total assets less cash and restricted reserves. Interest coverage was 5.6x (underlying profit before interest and tax divided by interest expense). Of the total debt outstanding, 48.6% was at floating rates, 20.4% was floating with a cap, and 31.0% was at fixed rates. The weighted average maturity of debt outstanding was 3.9 years.

 

Distributions

 

The Directors are pleased to announce a further interim distribution of 1.8p per share to be paid on 29 April 2015 to shareholders on the register on 27 March 2015. This brings the amount paid and payable in respect of the 12 months ending 30 November 2014 to 3.6p per share. This amount is 95.6% covered by underlying profit, with the shortfall being covered by gains on the sale of Branche Kanamecho IV. The Company will also be offering a scrip dividend alternative under which shareholders may elect to receive new ordinary shares in lieu of the cash dividend.

 

The price of a new ordinary share to be issued under the scrip dividend alternative will be calculated as the higher of (i) the prevailing net asset value per ordinary share; and (ii) the average of the Company's closing middle market price of an ordinary share for the five consecutive dealing days commencing on the ex-dividend date of 26 March 2015. The reference price of the scrip ordinary shares in respect of the interim dividend will be calculated and published on 2 April 2015.

 

At the time of writing, the cumulative distribution in respect of the year ended 30 November 2014 represents an annualised yield of 6.5% on the latest closing share price of 55.4p, compared with ten-year Japanese government bonds that currently yield 0.38%.

In accordance with the Fund objective of achieving both steady income and capital growth, the Board intends to maintain a prudent and sustainable distribution policy.

 

In accordance with policy established on admission of the Company to trading on AIM, the Directors do not intend to implement a policy of hedging the Yen against Sterling, the Company's presentation currency. Accordingly, shareholders should appreciate that the Company is essentially a Yen investment and that the net asset value in Sterling and the amount of income available for distribution in Sterling are directly affected by movements of Sterling against the Yen.

 

Outlook

 

In June 2014, the Company announced its intention to migrate the quotation of its ordinary shares from AIM to the Main Market of the London Stock Exchange. In conjunction with preparation for this move, and in light of increased regulatory and compliance demands on collective investment schemes, as well as the practical requirements of managing a multi-jurisdictional investment structure, the Company has been engaged with its advisers in a wide-ranging review of its structure and investment management arrangements. As a result of this review, the Board has identified a number of initiatives which will help ensure that the Fund is well positioned for its next growth phase with a robust and efficient operating structure. It is intended that these initiatives will be implemented in conjunction with the planned move to the Main Market and a further announcement will be made in relation to these matters in the near future, when we expect to have greater clarity as to the status and likely timing of the move.

 

During the year, the Fund again demonstrated its ability to acquire quality assets, amidst a highly competitive sourcing environment, at attractive price levels. The ready availability of low cost debt is enhancing potential return, while the ongoing capital rotation strategy continues to generate incremental profit and NAV growth. Strong investor demand for yield makes the level of income the Fund portfolio generates an attractive investment proposition and validates the Company's investment rationale.

 

The Board and the management team are optimistic over the prospects the current market presents, as well as the opportunity to contribute, to the benefit of all shareholders, toward the successful realisation of the Company's investment goals.

 

 

Raymond Apsey

Chairman

12 March 2015

 

REPORT OF THE MANAGER AND THE INVESTMENT ADVISER

 

Market

 

Japan's GDP growth slowed to 0.2% in 2014 (down from 1.6% the prior year) following the consumption tax hike that came into effect in April 2014. Consensus forecast for 2015 GDP growth is 1.0% with the support of fiscal stimulus and lower oil prices. The Japanese government has adopted three fiscal stimulus packages totalling ¥19.3 trillion (£104 billion) since January 2013. The Bank of Japan increased its asset purchase plan in October 2014 to £80 trillion (£431 billion) per year in an effort to achieve its 2% inflation target.

 

Unemployment was 3.4% in December 2014, the lowest level since December 1997. The closely-tracked ratio of jobs to job seekers rose to 1.15 in December 2014, the highest level in 22 years. Signs of wage growth are emerging, with total average wage growth in July 2014 at its highest level in 17 years. Base wages (pay excluding bonuses and overtime) rose 0.5% YoY in September 2014, higher than a 0.2% rise recorded the previous month. Japan's core consumer price index, excluding fresh food and factors related to the consumption tax increase, increased 0.5% in December 2014. With yields on ten-year Japanese government bonds as low as 0.38%, negative real interest rates are pushing investors to increase allocations to risk assets, including equities and real estate.

 

Supply of residential rental housing in the major population centres in Japan is constrained by factors such as limited land availability, as well as rising land prices and construction costs. Rental housing construction starts in Greater Tokyo increased 1.3% to 125,200 units during the year ended 31 December 2014, but remain well below long term annual supply averages. Increased demand and a general scarcity of investment properties is compressing yields and putting upward pressure on asset prices.

 

Demographic trends support a residential investment programme focused on urban locations. Despite the decline in Japanese population nationwide, the population in large urban centres such as Tokyo continues to rise due to positive net migration, as people seek economic opportunities and proximity to the wide range of amenities large cities offer. Tokyo 23 Wards saw net inward migration of 590,000 people over the past decade (an increase of approximately 0.5 per cent. annually).

 

In addition, the number of households continues to grow nationwide, especially single-person households, as people increasingly delay marriage, decide to remain single, or divorce. The number of households in Tokyo has steadily risen from 4.3 million in 1980 to 6.4 million in 2010 (a 49 per cent. increase) and is anticipated to continue increasing gradually through to 2025.

 

Sales prices of condominiums continue to rise in metropolitan Tokyo. Used condominium prices rose 5.1% in the year ending 30 November 2014. This compares with an increase of 4.0% in the prior year. Prices per square metre of new condominiums were up 0.9% year-on-year to ¥873,000 in Tokyo 23 Wards in 2014. In Osaka, prices were up 5.4% to ¥528,000 over the same period. Prices of new, for-sale condominiums have recovered and now exceed pre-credit crisis levels. Nevertheless, 2014 new condominium prices remained down from 1991 peak levels, 44% below peak in Tokyo and 42% below peak in Osaka.

 

The rate of decline in residential rents, which has been on a downward trend since 2009, narrowed to 0.2% for Osaka in 2014. Meanwhile, this trend reversed in Tokyo, which posted a 0.2% increase. Due to the combination of good rental yields, low asset values and the low interest rate environment, the spread between rental yields and financing costs is one of the widest in the developed world.

 

Portfolio

 

Between December and March of the financial year, the Fund purchased nine residential apartment buildings, with a total purchase price of ¥10,932 million (£58.9 million), excluding tax and other acquisition expenses, and with an estimated prospective net operating yield of 5.2% at the property level before leverage. The acquisitions were funded in part by debt financing at a 62.1% loan-to-value ('LTV') for 7 years and a blended average interest rate of 0.73% p.a.

 

The managed portfolio posted its fourth consecutive year of sustained growth in property values with appreciation of 3.8% in Yen terms on a like-for-like basis during the year ended 30 November 2014. This compares with a 3.0% increase over the prior year. The aggregate value of the Fund's investment property grew 35.3% in Yen terms as a result of new acquisitions referred to above and valuation gains during the year.

 

The reflation in property values that began in Tokyo in 2011 has now taken hold in the regional markets as well. Whilst the Portfolio registered valuation gains in each of the major regional categories, the largest gains in percentage terms were in Nagoya (+4.5%) followed by Tokyo (+4.4%), Osaka (+2.9%) and Other (+2.9%) on a like-for-like basis.

 

For the six months ended 30 November 2014, the portfolio value increased 1.6% overall (Tokyo: +1.7%, Osaka: +1.5%, Nagoya: +1.6% and Other: +1.4%). At the portfolio level, which ignores the impact of gearing and corporate level costs, the total property return, as measured by the Investment Property Databank (IPD), was 9.7%, outperforming the IPD Benchmark by 1.0%. For the seven years ended May 2014, the portfolio has outperformed the IPD Benchmark by 1.2% p.a.

 

The unleveraged net yield of the Portfolio (appraised net operating income over value) ended at 5.3% as at 30 November 2014, down from 5.6% one year prior.

 

Summary Portfolio Characteristics (as at 30 November 2014)

 

Regional Allocation: Asset locations are well diversified in and around the major Japanese population centres. Of the Fund's properties, 88.1% by value are located in the three largest regional markets as at 30 November 2014: Tokyo 58.5%, Osaka 19.3% and Nagoya 10.3%. The remaining 11.9% of properties are located in or within commuting distance of a "key city" with a population over 1 million or in a prefectural capital city.

 

Asset Diversification: The Fund is well diversified, with the 10 largest assets comprising less than half of total portfolio value. The largest single asset represents 8.2% of portfolio value. Portfolio diversification and liquidity is reflected in the small average property value of ¥810 million (£4.4 million).

 

Asset Quality: Due to a variety of characteristics including quality of construction, design, amenities and surrounding environment, portfolio assets are expected to remain competitive in the marketplace for the foreseeable future. All properties are held as fee simple ownership and have reinforced concrete structures. The majority of units are Single Type (studio or one bedroom) targeting the growing young, single demographic.

 

Tenant Risk: The portfolio offers very broad tenant diversification with 2,697 rentable units, and the largest exposure from a single tenant represents a mere 0.4% of the total rentable area. Due to overall tenant quality and third party guarantees on the majority of leases, uncollectable rent was limited to less than 0.1% of gross rental income.

 

Affordability: Units are concentrated in mid-level rent markets offering broad tenant affordability and appeal. Average monthly rent on residential units was ¥94,917 (£511) as at 30 November 2014. 87.7% of the unit rents are priced below ¥150,000 (£808) per month.

 

Building Age: The weighted average property age of the portfolio is 9.1 years at the year end. The modern design and amenities make the properties competitive in the lease market and new properties enjoy lower repair and maintenance costs. No building was built prior to 1981 when the last major update in seismic architectural standards came into effect.

 

Access: All properties are located within walking distance (most within 10 minutes) of a train or subway station.

 

Outlook

 

Good quality income-generating properties are highly sought after in the current low interest rate environment. This demand is driven by investors of all types seeking income, capital appreciation, asset diversification, or some combination of the above. With the recovery trend in property values now well established, the active investor base has expanded to include individuals, corporates, fund managers, and financial institutions - both foreign and domestic. JREITs, which at the end of February 2015 were trading at 1.59x NAV - the highest premium since the sector was established in 2001 - have been a driving force in increasing transaction volume, price competition and yield compression. These factors underpin the Fund's current investment strategy and bode well for the prospects for further growth in the value of the current managed portfolio. Amidst a market environment characterised by increasing investor demand, rising construction costs and scarcity of developable land, we expect the upward pressure on prices to continue.

 

 

KK Halifax Management Limited KK Halifax Asset Management

Manager Investment Adviser

 

 

 

Consolidated Statement of Comprehensive Income

For the year ended 30 November 2014

 

2014

2013

Notes

 £'000

 £'000

Gross rental income

9

17,560

16,697

Property operating expenses

10

(4,274)

(3,776)

Net rental income

13,286

12,921

Unrealised valuation gain on investment property

14

6,955

6,555

Realised gain on disposal of investment property

14

843

2,143

Management and investment advisory fees

(1,361)

(1,387)

Administrative and other expenses

11

(2,329)

(2,443)

Net operating profit before net financing costs

17,394

17,789

Interest income

9

3

Interest and financing costs on bonds and loans payable

(1,785)

(2,968)

Net foreign exchange gains

362

897

Loss on fair value adjustments on interest rate caps

16

(399)

-

Gain on fair value adjustments on interest rate swaps

16

-

154

Net financing costs

(1,813)

(1,914)

Profit for the year before tax

15,581

15,875

Taxation charge

12

(1,098)

(788)

Profit for the year

14,483

15,087

Earnings per share - basic and diluted

13

6.8p

7.9p

Other comprehensive income

Items that may be reclassified to profit or loss

Exchange differences on translation of foreign operations

(12,488)

(29,682)

Total comprehensive income/(loss) for the year

1,995

(14,595)

 

 

 

All items in the above statement are derived from continuing operations.

 

The total comprehensive income/(loss) is attributable to the shareholders of the Company. There are no minority interests.

 

The accompanying notes on pages 21 to 38 form an integral part of these financial statements.

 

 

 

Consolidated Statement of Financial Position

As at 30 November 2014

2014

 2013

Notes

 £'000

 £'000

Non-current assets

Investment property

14

248,800

203,491

Security deposits held

15

229

252

Interest rate cap contracts

16

286

-

249,315

203,743

Current assets

Trade and other receivables

17

824

611

Restricted lender reserves

18

3,428

4,373

Cash and cash equivalents

19

14,654

39,761

18,906

44,745

Total assets

268,221

248,488

Non-current liabilities

Security deposits payable to tenants

712

305

Bonds and loans payable

20

143,259

119,997

Deferred tax liability

21

1,317

922

145,288

121,224

Current liabilities

Security deposits payable to tenants

509

459

Bonds and loans payable

20

650

-

Trade and other payables

22

2,897

2,299

4,056

2,758

Total liabilities

149,344

123,982

Net assets

118,877

124,506

Equity

Share capital

23

21,195

21,194

Special reserve

24,25

87,620

95,245

Distributions proposed from special reserve

25

3,815

3,815

Foreign exchange translation reserve

8,473

20,961

Accumulated loss

(2,226)

(16,709)

Total equity

118,877

124,506

Net asset value per share

56.1p

58.7p

 

 

 

 

Consolidated Statement of Changes in Equity

For the year ended 30 November 2014

 

Notes

Share capital

Special reserve

Distributions proposed from special reserve

Foreign exchange translation reserve

Accumulated loss

Total

£'000

£'000

£'000

£'000

£'000

£'000

At 1 December 2013

 

21,194

 

95,245

 

3,815

 

20,961

 

(16,709)

 

124,506

Profit for the year

-

-

-

-

14,483

14,483

Issue of share capital

23,25

1

5

-

-

-

6

Distributions paid

25,26

-

(3,815)

(3,815)

-

-

(7,630)

Distributions proposed

25

-

(3,815)

3,815

-

-

-

 

Exchange differences on translation of foreign operations

-

-

-

(12,488)

-

(12,488)

At 30 November 2014

21,195

87,620

3,815

8,473

(2,226)

118,877

Notes

Share capital

Special reserve

Distributions proposed from special reserve

Foreign exchange translation reserve

Accumulated loss

Total

£'000

£'000

£'000

£'000

£'000

£'000

At 1 December 2012

18,750

89,770

3,375

50,643

(31,796)

130,742

Profit for the year

-

-

-

-

15,087

15,087

Issue of share capital

23,25

2,444

12,665

-

-

-

15,109

Distributions paid

25,26

-

(3,375)

(3,375)

-

-

(6,750)

Distributions proposed

25

-

(3,815)

3,815

-

-

-

 

Exchange differences on translation of foreign operations

-

-

-

(29,682)

-

(29,682)

At 30 November 2013

21,194

95,245

3,815

20,961

(16,709)

124,506

 

 

 

 

 

Consolidated Statement of Cash Flows

For the year ended 30 November 2014

 

2014

2013

Notes

 £'000

 £'000

Cash flows from operating activities

Profit for the year before tax

15,581

15,875

Adjustments for:

Unrealised valuation gain on investment property

14

(6,955)

(6,555)

Realised gain on disposal of investment property

14

(843)

(2,143)

Interest income

(9)

(3)

Interest and financing costs on bonds and loans payable

1,785

2,968

Loss/(gain) on fair value adjustments on interest rate swap contracts

16

399

(154)

Operating profit before changes in working capital

9,958

9,988

(Increase)/decrease in receivables

(190)

463

Decrease in restricted lender reserves

945

2,174

Increase/(decrease) in trade and other payables and security deposits payable to tenants

1,038

(719)

Withholding tax and current tax paid

12

(577)

(467)

Net cash inflow from operating activities

11,174

11,439

Cash flows from/(used in) investing activities

Disposals of investment property

14

3,217

10,728

Acquisitions of investment property

 14 

(65,129)

(9,918)

Capital expenditure

14

(89)

(38)

Net cash outflow from/(used in) investing activities

(62,001)

772

Cash flows from financing activities

Issue of new share capital

6

15,109

Proceeds from new and refinanced loans

39,662

83,856

Repayment of bonds and loans payable

(1,563)

(65,276)

Acquisition of interest rate cap contract

16

(716)

-

Distributions paid from special reserve

26

(7,630)

(6,750)

Interest received

9

3

Interest and financing costs on bonds and loans payable

(1,722)

(2,136)

Net cash outflow from financing activities

28,046

24,806

Net (decrease)/increase in cash and cash equivalents

(22,781)

37,017

Cash and cash equivalents at beginning of year

39,761

9,939

16,980

46,956

Effect of exchange rate fluctuations on cash and cash equivalents

(2,326)

(7,195)

Cash and cash equivalents at end of the year

19

14,654

39,761

 

The accompanying notes on pages 21 to 38 form an integral part of these financial statements.

 

 

 

Notes to the Consolidated Financial Statements

For the year ended 30 November 2014

 

1. General information

 

The Fund, which comprises the Company, its subsidiaries and the special purpose entities in which it has a beneficial interest, as defined in note 2, has been established to make and hold investments in residential property in Japan.

 

The Company is incorporated and domiciled in Guernsey. The Company is quoted on the AIM market of the London Stock Exchange.

 

These financial statements were approved for issue by the Board of Directors on 12 March 2015.

 

2. Summary of significant accounting policies

 

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied consistently from incorporation.

 

Basis of preparation

 

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), which comprise standards approved by the International Accounting Standards Board ("IASB") and interpretations approved by the International Financial Reporting Standards Interpretation Committee that remain in effect and The Companies (Guernsey) Law, 2008.

 

The financial statements have been prepared in Sterling, which is the presentation currency of the Fund, and under the historical cost convention, except for investment property and certain financial instruments which are carried at fair value.

 

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise itsjudgement in the process of applying the Fund's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 4.

 

Going concern

 

The life of the Company is subject to a continuation vote to be held in 2018 and subsequently in every fifth calendar year thereafter.

 

The Directors have a reasonable expectation that the Fund has adequate resources to continue in operational existence for at least twelve months from the date of approval of this document. The Fund has high levels of liquidity and has no debt maturing until January 2017.

 

Accordingly, the Directors are satisfied that it is appropriate to adopt the going concern basis in preparing the financial statements.

 

Changes in accounting policies

 

The accounting policies adopted are consistent with those of the previous financial year. The adoption of new standards and interpretations has not led to any changes in the Fund's accounting policies.

 

The Board has adopted a policy of applying new standards and interpretations when they become effective.

 

The following standards are effective for the current year and have been applied in these financial statements:

 

· IFRS 7 (amended), "Financial Instruments: Disclosures" (effective for periods commencing on or after 1 January 2013);

· IFRS 10, "Consolidated Financial Statements" (effective for periods commencing on or after 1 January 2013);

· IFRS 12, "Disclosures of Interests in Other Entities" (effective for periods commencing on or after 1 January 2013);

· IFRS 13, "Fair Value Measurement" (effective for periods commencing on or after 1 January 2013).

 

In addition, the IASB completed its Annual Improvements 2009-2011 Cycle in May 2012. This amended a number of existing standards and interpretations effective for accounting periods commencing on or after 1 January 2013.

 

The adoption of these standards and amendments has had no material impact on the financial statements of the Group, except that IFRS 13 has resulted in extended disclosures in respect of the investment property portfolio.

 

At the date of authorisation of these financial statements, the following standards, which have not been applied, were in issue but not yet effective and are considered relevant by the Board:

 

· IAS 32 (amended), 'Financial Instruments: Presentation' (effective for periods commencing on or after 1 January 2014);

· IAS 36 (amended), 'Impairment of Assets' (effective for periods commencing on or after 1 January 2014);

· IAS 39 (amended), 'Financial Instruments: Recognition and Measurement' (effective for periods commencing on or after 1 January 2014);

· IFRS 7 (amended), 'Financial Instruments: Disclosures' (effective for periods commencing on or after 1 January 2015);

· IFRS 9 'Financial Instruments - Classification and Measurement' (effective for periods commencing on or after 1 January 2018);

· IFRS 15, "Revenues from Contracts with Customers" (effective for periods commencing on or after 1 January 2017).

 

The most significant effects of these standards are as follows:

 

· IFRS 9 will introduce new requirements for classifying and measuring financial assets; and

· IFRS 15 will introduce a new model for recognising revenue and will require additional relevant disclosures.

 

The Directors are currently assessing the impact that the adoption of these standards will have on the financial statements of the Fund in future periods.

 

Consolidation

 

The consolidated financial statements incorporate the financial statements of the Company, its subsidiaries and those special purpose entities in which it has a beneficial interest ("SPEs"). The Company, through its subsidiaries, is party to Tokumei Kumiai Agreements with the SPEs through which certain investment property is held and has no voting powers at meetings of these SPEs.

 

Subsidiaries are fully consolidated from the date on which control is transferred to the Fund. They are de-consolidated from the date on which control ceases.

 

All the Fund subsidiaries have 30 November as their year end. Consolidated financial statements are prepared using uniform accounting policies for like transactions. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Fund.

 

Intercompany transactions, balances and unrealised gains on transactions between Fund companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

 

Foreign currency translation

 

(a) Functional and presentation currencies

 

Items included in the financial statements of each of the Fund's subsidiaries are measured using the Japanese Yen, which is the currency of the primary economic environment in which each entity operates (the "functional currency"). This is the currency in which income is generated and investment property is purchased. The financial statements are presented in Sterling. The Directors have chosen Sterling as the presentation currency as this is the currency in which shares were issued and dividends are paid. Sterling denominated values of assets and liabilities as at 30 November 2014 are based on an exchange rate of ¥185.591/£1 (30 November 2013: 167.673/£1). Items in the Consolidated Statement of Comprehensive Income are converted at the average exchange rate for the year of ¥172.710/£1 (30 November 2013: 149.780/£1).

 

(b) Foreign currency transactions

 

Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation into the functional currency at the year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income as net foreign exchange gains/losses.

 

(c) Fund subsidiaries

 

The results and financial positions of all the Fund's subsidiaries included in the financial statements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

(i) Assets and liabilities are translated at the closing rate at the year end date;

(ii) Income and expenses are translated at average exchange rates for the year; and

(iii) All resulting currency translation differences are recognised in other comprehensive income.

 

Revenue recognition

 

Revenue includes rental income, service charges and management charges from investment property. Rental income from operating leases, including non-refundable lease premiums, is recognised as income on a straight-line basis over the lease term. Service and management charges are recognised in the accounting period in which the services are rendered.

 

Interest income

 

Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

 

Investment property

 

Property that is held for long-term rental yields or for capital appreciation or both is classified as investment property. Investment property is measured initially at its cost, including related transaction costs.

 

After initial recognition, investment property is measured at fair value. The fair values determined by independent valuers are based on the income capitalisation basis and consideration has been given to assumptions that are mainly based on market conditions existing at the year end date. Fair value is the price at which an orderly transaction to sell the investment property would take place between market participants at the measurement date, in the principal or most advantageous market for the property. Changes in fair values are recognised in the Consolidated Statement of Comprehensive Income.

 

Subsequent expenditure incurred in relation to an investment property is capitalised only if probable future economic benefits will flow to the Fund as a result. Other expenditure on investment property is recognised in the Consolidated Statement of Comprehensive Income.

 

Investment property is derecognised when it has been disposed of. Any gains or losses on disposal of an investment property are recognised in the Consolidated Statement of Comprehensive Income in the period of disposal. A disposal is recognised when the risks and rewards associated with the investment property are transferred to a third party.

 

Taxation

 

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the year end date.

 

Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except for deferred income tax assets which are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carried forward tax credit or tax losses can be utilised.

 

Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the year end date.

 

Income tax is recognised in other comprehensive income if it relates to items that are themselves recognised in other comprehensive income. Otherwise income tax is recognised in profit or loss for the year.

 

Expenses

 

All expenses are accounted for on an accruals basis and are included in the Consolidated Statement of Comprehensive Income, except property acquisition expenses, expenses incidental to the disposal of investment property, company share issue costs and borrowing costs which are discussed in the relevant separate accounting policies.

 

Leases

 

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

 

Properties leased out under operating leases are included in investment property in the Consolidated Statement of Financial Position.

 

Trade and other receivables and payables

 

Trade and other receivables and payables do not carry interest and are short-term in nature. They are accordingly stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts in the case of receivables.

 

Restricted lender reserves

 

Restricted lender reserves are bank deposits that are held as reserves in lender-controlled accounts against various future property-related expenses and liabilities. They are governed by lender agreements that stipulate the terms under which the Fund may withdraw funds.

 

Cash and cash equivalents

 

Cash and cash equivalents comprises bank balances and short term deposits with an original maturity of three months or less.

 

Share capital

 

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction from the proceeds.

 

Bonds and loans payable

 

Bonds payable are recognised initially at fair value less directly attributable transaction costs. Subsequent to initial recognition, bonds payable are stated at amortised cost with any difference between cost and redemption value being recognised in the Consolidated Statement of Comprehensive Income within interest expenses over the period of the borrowings on an effective interest basis.

 

Borrowing costs

 

Borrowing costs are recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.

 

Interest rate derivatives

 

The Fund's activities expose it to the financial risks of changes in interest rates. The Fund has variously utilised interest rate swap and cap contracts to help manage these risks, and not for speculative purposes. Interest rate derivatives are recognised initially at fair value. Outstanding contracts are measured at their fair value, which is a price supplied by market participants, and are included in the financial statements as non-current assets if expiry is more than twelve months after the period end date. Remeasurement of the interest rate derivatives exposes the Fund to market price risk and fair value risk. Gains or losses arising on remeasurement to fair value are taken to the Consolidated Statement of Comprehensive Income. Interest rate derivatives are derecognised when they have been disposed of or when the contracts expire. Any gains or losses on disposal or expiry of an interest rate derivative are recognised in the Consolidated Statement of Comprehensive Income in the period of disposal or expiry. At the year end date the Fund had interest rate cap contracts in place, but no outstanding interest rate swap contracts.

 

Provisions

 

A provision is recognised when the Fund has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made.

 

 Distributions

 

 A distribution is recognised as a liability in the Fund's financial statements in the period in which it becomes an obligation of the Company.

 

3. Segment reporting

 

The Board of Directors is of the opinion that the Fund is engaged in a single segment of business, being residential investment property, in one geographical area, Japan, and that segment reporting is therefore not applicable. The Board considers that it is the Fund's Chief Operating Decision Maker.

 

The Fund receives no revenues from external customers, nor holds any non-current assets, in any geographical area other than Japan.

 

4. Critical accounting estimates and judgements

 

Estimates and judgements used in preparing the financial statements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant effect on the carrying amounts of assets and liabilities are discussed below.

 

(a) Investment property

 

The fair values of investment property are determined semi-annually by independent qualified valuers using the income capitalisation basis and the discounted cash flow method.

 

In determining the fair values, consideration has been given to assumptions that are mainly based on market conditions existing at the year end date and appropriate capitalisation rates. These estimates are regularly compared to actual market data and actual transactions entered into by the Fund. In the event of a sale, the Fund might not realise the valuation price.

 

(b) Income taxes

 

The Fund is subject to income taxes in different jurisdictions. Significant judgement is required in determining the Fund's provision for income taxes and deferred taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. Tax provisions are determined based on the Fund's structure and tax legislation existing at the year end date. If a change in either one of these would result in significantly different amounts than those initially recorded, then any such change will impact the tax provisions in the period in which the change occurs. In recognising deferred taxes on revaluations of investment property, consideration has been given to their recoverability during the lifetime of the Fund based on current market data, historical experience and other factors.

 

5. Financial risk management objectives and policies

 

The Fund's activities expose it to a variety of financial risks in relation to the financial instruments it uses: liquidity risk, credit risk and market risk (including currency risk and cash flow interest rate risk). The financial risks relate to the following financial instruments: security deposits held, trade and other receivables, cash and cash equivalents, trade and other payables, restricted lender reserves, security deposits payable to tenants, bonds and loans payable and interest rate swap contracts.

 

The Fund's financial assets are categorised as either loans and receivables or as at fair value through profit or loss in accordance with IFRS 7. Cash and cash equivalents, security deposits held, trade and other receivables and restricted lender reserves are categorised as loans and receivables.

 

The Fund's financial liabilities are categorised as either other liabilities or as at fair value through profit or loss in accordance with IFRS 7. Security deposits payable to tenants, bonds and loans payable and trade and other payables are categorised as other liabilities.

 

(a) Liquidity risk

 

Liquidity risk is the risk that arises when the maturities of assets and liabilities do not match and therefore the Fund may not be in a position to meet its obligations as and when these fall due for payment. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Fund monitors its risk exposure to cash flow requirements using detailed cash flow reporting. This tool considers the maturity of both its cash resources and projected cash flows. Cash balances are placed with financial institutions on a short term basis reflecting the Fund's desire to maintain high levels of liquidity to enable timely completion of investment transactions and the payment of dividends.

 

The tables below summarise the maturity profile of the Fund's financial liabilities at 30 November based on contractual undiscounted payments:

 

30 November 2014

 

Up to 1

year

1 to 2

years

2 to 5

years

Over 5

years

Total

£'000

£'000

£'000

£'000

£'000

Bonds and loans payable

650

900

106,597

35,762

143,909

Security deposits payable to tenants

509

459

253

-

1,221

Trade and other payables

2,897

-

-

-

2,897

4,056

1,359

106,850

35,762

148,027

30 November 2013

 

Up to 1

year

1 to 2

years

2 to 5

years

Over 5

years

Total

£'000

£'000

£'000

£'000

£'000

Bonds and loans payable

-

748

119,249

-

119,997

Security deposits payable to tenants

459

305

-

-

764

Trade and other payables

2,299

-

-

-

2,299

2,758

1,053

119,249

-

123,060

 

(b) Credit risk

 

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the year end date.

 

In the event of a default by a tenant, the Fund will suffer a rental shortfall and incur additional costs, including legal expenses in maintaining, insuring and re-letting the property. To mitigate tenant default risk, the Fund obtains third party rental guarantees for the vast majority of leases. Screening procedures are in place to qualify tenants and tenant deposits are obtained where appropriate. The Fund also utilises property managers to monitor the tenants in order to anticipate, and minimise the impact of, defaults by tenants in occupation. The large number of tenants and the existence of lease guarantees effectively mitigate exposure to tenant defaults. The theoretical impact of potential defaults by the master lessee at the year end date was £648,000 (2013: £498,000). The master lessee is a third party contractor that sub-leases the property to end tenants, maintaining deposits and collecting rent incomes from tenants.

 

With respect to credit risk arising from other financial assets of the Fund, which comprise cash at bank, restricted lender reserves and trade and other receivables, the Fund's exposure to credit risk arises from default of the counterparty with a maximum exposure equal to the carrying value of these instruments. The Directors believe that the financial institutions that hold these financial assets are financially sound and, accordingly, minimal credit risk exists to these financial assets. Trade and other receivables are neither concentrated nor impaired, with security deposits held by the Fund for rent receivables.

 

At the year end date, the Fund held its cash balances and restricted lender reserves at banks with a minimum long term credit rating of 'A' from one of the major internationally recognised credit rating agencies. The Fund monitors the placement of cash balances on an on-going basis. At the year end date, the Fund had allocated its cash and cash equivalents amongst various financial institutions and the majority of funds were kept at the following: 25.5% with Bank of Tokyo-Mitsubishi UFJ with a credit rating of A+; 21.6% with Royal Bank of Scotland International with a credit rating of A; 19.6% with Lloyds Bank International with a credit rating of A; 17.6% with Mizuho Bank with a credit rating of A+-; and 13.9% with Resona Bank with a credit rating of A (2013: 46.4% with Royal Bank of Scotland International with a credit rating of A and 37.7% with HSBC with a credit rating of AA-).

 

(c) Interest rate risk

 

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. Financial instruments with floating rates expose the Fund to cash flow interest rate risk. Financial instruments with a fixed interest rate expose the Fund to fair value interest rate risk. The Fund monitors its exposure to interest rate risk on an on-going basis.

 

At the year end date 31.0% (2013: 34.3%) of the Fund's bonds and loans payable was fixed rate, 48.6% (2013: 65.7%) was floating rate and 20.4% (2013: 0.0%) was floating rate subject to a cap. Cash balances and restricted lender reserves are at floating rates.

 

The effect of a reasonably possible increase/decrease in the Yen interest rate of 0.1%, with all other variables held constant, would be a decrease/increase of £100,000 in total comprehensive income (2013: £80,000), based on the position at the year end date. This calculation takes into account the effect of the movement in interest rates on interest payments and on the valuation of the interest rate caps.

 

(d) Fair values

 

The fair values of the Fund's financial assets and liabilities and their carrying amounts at the year end date are not materially different. The fair value of bonds and loans payable is £144.5 million (2013: £120.4 million), compared to their carrying amount of £143.9 million (2013: £120.0 million). Market interest rates prevailing at the year end date were applied to the discounted cash flow method to determine the fair value of the bonds and loans. The bonds and loans payable are regarded as level 2 in the fair value hierarchy.

 

Fair value hierarchy

 

The following table analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

 

· Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

· Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

· Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

 

2014

Level 1

Level 2

Level 3

Total

£'000

£'000

£'000

£'000

Interest rate cap contracts

-

286

-

286

2013

Level 1

Level 2

Level 3

Total

£'000

£'000

£'000

£'000

Interest rate cap contracts

-

-

-

-

 

 

Interest rate cap contracts are valued on a mark-to-market basis, based on a price supplied by market participants. Similar contracts are traded in active markets and the values used reflect actual transactions in similar instruments.

 

There have been no transfers between levels of the fair value hierarchy in the current or prior year.

 

(e) Currency risk

 

Currency risk is the risk that the value of financial assets and liabilities will fluctuate due to changes in foreign exchange rates. Currency risk for the Fund arises when future commercial transactions and recognised financial assets and liabilities are denominated in a currency other than Yen, the Fund entities' functional currency. Substantially all Fund revenues earned, expenses incurred and assets and liabilities are denominated in Yen. The Fund has a small exposure to foreign exchange risk arising from various currency exposures, primarily with respect to the Euro and Sterling. The Fund reports its results in Sterling and its shares are quoted in Sterling. Furthermore, any dividends declared are paid in Sterling.

 

In accordance with policy established on Admission of the Company to trading on AIM, the Directors have not implemented a currency hedging policy and currently have no intention do so. Accordingly, the net asset value and the amount of income available for distribution will be directly affected by movements in Yen against Sterling. As a consequence of the above factors, foreign currency movements between Yen and Sterling will impact returns to investors.

 

The Fund's assets and liabilities were 97.8% (2013: 96.7%) Yen-denominated at the year end date and hence the Directors do not consider the operating currency risk to be material.

 

(f) Capital management

 

The Fund's objectives when managing capital are to safeguard the Fund's ability to provide returns for shareholders and to maintain an optimal capital structure to minimise the cost of capital.

 

The Fund actively monitors capital on the basis of the gearing ratio. Fund gearing, calculated as net debt (borrowing less cash and cash equivalents and restricted reserves) divided by total assets less cash and restricted reserves, was 50.3% as at 30 November 2014 (2013: 37.1%). The debt to equity ratio calculated as net debt (borrowings less cash and cash equivalents and restricted lender reserves) divided by total equity was 1.06x (2013: 0.61x). The Articles of Incorporation place no limit to the amount of borrowings the Fund may incur but restrict the Fund to borrowing up to a maximum of 85% of the value of each investment. Historically, on Admission, the Fund targeted an LTV ratio of 70%, however in the current environment a more conservative policy has been adopted. The current LTV ratio is 58.4% (2013: 59.8%). The Fund is not subject to externally imposed capital requirements.

 

(g) Earthquakes and other uninsured risks

 

The Fund has insurance on a property-by-property basis to cover anticipated risks such as fire, accident and liabilities to third parties. There are certain types of losses that are uninsurable or not generally insured against because it is not economically feasible to insure against such losses. Examples of losses that are generally not insured against include war or acts of terrorism and certain natural phenomena such as tsunami or volcanic eruption. Japan has a relatively high risk of magnitude and frequency of earthquakes. The Fund currently has no earthquake insurance in place. In determining whether to take out earthquake insurance to cover a property, the Investment Adviser considers the potential impact of an earthquake on a particular property as against the insurability and insurance premiums in respect of that property. The main consideration for the Investment Adviser will be the probable maximum loss ("PML") for the property. The calculation of PML is based upon a projected building use period of 50 years (as the assumed useful life of a standard building) and the calculated level of damage from a projected maximum size earthquake with a statistical probability of occurring once every 475 years (i.e., an earthquake with a 10% probability of occurring within 50 years). The PML is expressed in percentage terms as the cost to restore a building to its condition prior to the earthquake relative to the building's replacement cost. The Investment Adviser will generally consider earthquake insurance when the PML for a property is in excess of 15 per cent. There is, however, no guarantee that earthquake insurance will be maintained in relation to the Fund's investments, or that the level of cover will be sufficient to cover all losses.

 

6. Significant agreements

 

The Fund has entered into the following significant agreements:

 

(a) The Company has entered into an agreement with KK Halifax Management Limited ("KKHML") whereby KKHML provides management services for a fee of £50,000 per annum.

(b) The Japan-domiciled firms of which the Company is the beneficiary have entered into agreements with KK Halifax Asset Management ("KKHAM") whereby KKHAM provides investment advisory services for a management fee of 0.5% of Gross Assets under management calculated and paid quarterly, which is subject to a minimum fee of ¥200 million (£1,158,000) per annum. KKHAM is also entitled to a performance fee equivalent to 20% of the performance of the investments in excess of 10% per annum, which will be calculated on the basis of the average annual return on a three year rolling basis. No performance fee was paid during the year (2013: £Nil).

 

7. Related party transactions

 

Transactions between the Company and its subsidiaries which are related parties have been eliminated on consolidation and are not disclosed in this note.

 

Directors' fees have been disclosed in the Directors' Report. Outstanding fees of £42,625 (2013: £36,375) were payable to Directors at the year end date. There are no key personnel working on behalf of the Fund other than the Directors, the Manager and the Investment Adviser.

 

The Fund pays fees to KKHML for its management services. The total charge to the Statement of Comprehensive Income during the year was £50,000 (2013: £50,000), of which £12,500 (2013: £12,500) was outstanding at the year end date.

 

The Japan-domiciled firms in which the Company is the beneficiary pay fees to KKHAM for its investment advisory services. The total charge to the Statement of Comprehensive Income during the year was £1,311,000 (2013: £1,335,000) of which £Nil (2013: £Nil) was outstanding at the year end date. A reimbursement of office rent paid to Colliers International ("CI"), a sister company of KKHAM, on behalf of various Fund SPEs, of £12,000 (2013: £9,000) and a financial advisory fee of £Nil (2013: £65,000) were paid to KKHAM by the Japan-domiciled firms of which the Company is the ultimate beneficiary.

 

The Japan-domiciled firms in which the Company is the ultimate beneficiary pay fees to CI for its accounting and administrative services. The total charge to the Consolidated Statement of Comprehensive Income during the year was £373,000 (2013: £449,000) of which £Nil (2013: £Nil) was outstanding at the year end date.

 

8. Underlying profit

2014

2013

 £'000

 £'000

Gross rental income

17,560

16,697

Property operating expenses

(4,274)

(3,776)

Net rental income

13,286

12,921

Management and investment advisory fees

(1,361)

(1,387)

Administrative and other expenses

(1,964)

(1,999)

Underlying profit before net financing costs

9,961

9,535

Interest income

9

3

Interest and financing costs on bonds and loans payable

(1,765)

(2,918)

Net financing costs

(1,756)

(2,915)

Taxation

(890)

(600)

Underlying profit

7,315

6,020

Underlying profit per share

3.5p

3.2p

 

Underlying profit excludes gains/(losses) from fair value adjustments, foreign exchange and other capital and one-off items. The Fund uses underlying profit in its internal financial reporting and provides this analysis as additional information.

 

9. Gross rental income

 

 2014

 2013

 £'000

 £'000

Gross lease income

15,994

15,200

Service and management charges

1,566

1,497

17,560

16,697

 

The Fund leases out its investment property under operating leases. All leases are operating leases and are for original terms of two years or more. Service and management charges include common area maintenance fee income, non-refundable deposits received and other income.

 

The future aggregate minimum rentals receivable under operating leases as at the year end date are as follows:

 

 2014

 2013

 £'000

 £'000

No later than 1 year

13,129

11,100

Later than 1 year and no later than 5 years

5,499

5,062

Later than 5 years

-

-

18,628

16,162

 

10. Property operating expenses

 2014

 2013

 £'000

 £'000

Property taxes and duties

1,284

1,149

Marketing and leasing commissions

802

628

Building management

641

624

Repairs and maintenance

588

531

Property management

363

338

Utilities

449

366

Other

147

140

4,274

3,776

 

All property operating expenses relate to investment property that generates rental income.

 

11. Administrative and other expenses

 2014

 2013

 £'000

 £'000

Accounting and administrative services

625

719

Professional fees

487

553

Appraisal report fee

232

238

Auditors' remuneration

247

209

Trustee fees

180

171

Directors' remuneration and expenses

199

157

Lease expense

107

123

Other

252

273

2,329

2,443

 

 

Auditors' remuneration relates entirely to the provision of audit services. In addition, the following fees were earned by the auditors:

 2014

 2013

 £'000

 £'000

Reporting accountant's fees - PricewaterhouseCoopers CI LLP

40

-

Japanese tax & FATCA advice - Zeirishi-Hojin PricewaterhouseCoopers

34

-

UK regulatory reporting advice - PricewaterhouseCoopers CI LLP

4

4

78

4

 

12. Taxation charge

 

The Company is exempt from Guernsey taxation on income derived outside Guernsey and bank interest earned inside Guernsey under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989, as amended. A fixed annual fee of £600, increasing to £1,200 with effect from 2015, is payable to the States of Guernsey in respect of this exemption. No charge to Guernsey taxation will arise on capital gains.

 

The Fund's SPEs (see note 29) are subject to Japanese withholding tax on profit distributions and interest payments originating from Japan. Deferred taxes have been provided on the undistributed profits of the Japanese entities and interest receivable by the subsidiaries at the expected tax rate on the future payments by the Japanese entities.

 

The fair value adjustments of the investment property result in a temporary difference between the carrying value of the property and its tax basis. Deferred taxes on these differences are based on the expected tax rate on the future distributions made on disposal of the investment property.

 

The Fund is liable to Japanese taxation arising on activities of its Japanese operations. The Fund is liable to Dutch tax arising on the activities of its Dutch operations.

 

The taxation charge for the year comprises:-

 2014

 2013

 £'000

 £'000

Increase in deferred tax liability

(521)

(321)

Withholding tax incurred on the remittance of retained profit from

subsidiaries

(573)

(367)

Current taxation

(4)

(100)

Taxation charge

(1,098)

(788)

 

The charge for the year can be reconciled to the profit per the Consolidated Statement of Comprehensive Income as follows:

 2014

 2013

 £'000

 £'000

Profit before tax

15,581

15,875

Tax charge on ordinary activities at applicable country rate

(5,995)

(5,870)

Factors affecting charge:

Write back of deferred tax over-accrued at previous year end

25

18

Tax rate differences on deemed distributions

2,880

2,801

Brought forward unrecognised tax losses utilised

70

108

Income not subject to tax

35

41

Fair valuation timing differences

1,945

2,195

Tax on undistributed interest payable

(55)

(68)

Tax losses not recovered

(3)

(13)

Taxation charge

(1,098)

(788)

 

The applicable country rate above is a blended rate of those applicable in different jurisdictions, weighted by the profits and losses arising therein. No deferred tax assets have been recognised in respect of losses due to the unpredictability of future taxable profits.

 

13. Earnings per share - basic and diluted

 

The earnings per share is based on the following data:

 2014

 2013

 £'000

 £'000

Profit attributable to the shareholders of the Fund

14,483

15,087

Weighted average number of shares for the purpose of basic and diluted earnings per share

211,946,581

 189,977,908

 

The Fund does not have any share options, warrants or other potentially dilutive instruments currently in issue.

 

14. Investment property

 2014

 2013

 £'000

 £'000

At beginning of year

203,491

249,373

Capital expenditure

89

38

Acquisition of investment property

65,129

9,918

Proceeds of disposal of investment property

(3,217)

(10,728)

Realised gain on disposal of investment property

843

2,143

266,335

250,744

Unrealised valuation (loss)/gain on investment property purchased in current year

(477)

159

Unrealised valuation gain on investment property purchased in prior years

7,432

6,396

Exchange differences

(24,490)

(53,808)

At end of year

248,800

203,491

 

The total cost (purchase price plus acquisition costs) of the investment property held at the year end date was £283.5 million (¥52.6 billion) (2013: £248.8 million (¥41.7 billion)).

 

Investment property consists of residential properties that are leased to third parties under operating leases and is measured at fair value. Fair value is the price at which an orderly transaction to sell the investment property would take place between market participants at the measurement date, in the principal or most advantageous market for the property. For all investment properties, their current use equates to their highest and best use.

 

The fair value of the Fund's investment property at 30 November 2014 has been calculated on the basis of valuations carried out at that date by the following independent professionally qualified valuers in accordance with the Real Estate Appraisal Standards of Japan. In anticipation of the migration of shares to the Main Market and the valuation guidelines of the UK Listing Authority, valuations were also conducted in accordance with RICS Global Valuation Practice Statements ("VPS"), RICS Global Valuation Practice Guidance - Applications ("VPGAs") and United Kingdom Valuation Standards ("UKVS") contained within the RICS Valuation - Professional Standards 2014 UK Edition, (the "Red Book"). It follows that the valuations are in accordance with International Valuation Standards ("IVS"). Valuations have been conducted by the following independent professionally qualified valuers:

 

DTZ Debenham Tie Leung K.K.

Savills Advisory Services Limited

 

Fair value is calculated using the income capitalisation approach. This approach consists of both the direct capitalisation method, which applies a market capitalisation rate to net operating income ("NOI"), and the discounted cash flow method, which applies a discount rate to both NOI and a forecast terminal property value. NOI is calculated with reference to in place lease contracts as well as monthly reports of actual property income and expenses. Consideration has been given to assumptions that are mainly based on market conditions existing at the period end date. The fair value of each of the Fund's investment properties is determined at the year end by independent valuers with appropriately recognised professional qualifications and relevant experience in the type of investment property being valued.

 

All investment property is considered to be level 3 in the fair value hierarchy. The Fund's policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. There were no transfers between level 3 and any other levels during the year ended 30 November 2014.

 

Any gain or loss arising from a change in the fair value of investment properties is recognised in the Consolidated Statement of Comprehensive Income.

 

All of the Fund's investment property is pledged as security for bonds and loans payable (see note 20). Income generated by the pledged investment property is distributable subject to the Fund meeting its interest obligations on the bonds and loans payable. The bonds and loans payable include covenants that require LTV ratios to be maintained at or below 80% and minimum stressed debt service coverage ratio ("DSCR") tests of 1.2x free cash flow at the date of this report. All debt is compliant with lender LTV and DSCR requirements. The Board monitors compliance with these requirements on a regular basis.

 

Any changes in market conditions will directly affect the profit or loss reported through the Consolidated Statement of Comprehensive Income. A reasonably possible increase/decrease in the value of the investment property as at 30 November 2014 of 5% would have increased/decreased total comprehensive income for the year by £12.4 million (2013: £10.2 million). It is expected that increases or decreases would be primarily the result of changes in capitalisation rates, the primary variables in the fair value calculations.

 

The following tables show the valuation techniques used in measuring the fair values of investment properties, as well as the significant unobservable inputs used and their effects on the fair value measurements:

 

30 November 2014

Valuation technique

 

Valuation (£'000)

Unobservable inputs

Discount rate

Capitalisation rate

Income capitalisation basis/discounted cash flows

Range

Weighted average

Range

Weighted average

248,800

4.4% - 6.9%

5.0%

4.6% - 7.1%

5.2%

 

 

30 November 2014

Sensitivity to changes in discount and capitalisation rates (£'000)

Change in discount rate

-0.5%

0%

+0.5%

Change in capitalisation rate and terminal capitalisation rate

-0.5%

274,744

264,242

254,323

0%

258,488

248,800

239,478

+0.5%

245,050

235,997

227,290

 

15. Security deposits held

 2014

 2013

 £'000

 £'000

Security deposits

4

3

Guarantee deposits

215

238

Other

10

11

229

252

 

16. Interest rate derivatives

 

The Fund utilises interest rate cap contracts to hedge its exposure to cash flow interest rate risk associated with its floating rate bank loans, not for speculative purposes. Changes in the fair value of derivatives are recognised in the Statement of Comprehensive Income.

 

Interest rate cap/swap contracts

 2014

 2013

 £'000

 £'000

Fair value of swap contracts brought forward

-

(174)

Cost of cap contracts acquired during the year

716

-

(Loss)/gain on fair value adjustment

(399)

154

Exchange differences

(31)

20

Fair value at end of year

286

-

 

An interest rate cap contract was taken out on 5 March 2014 in order to hedge floating rate interest payments on a ¥5.5 billion (£29.6 million) loan facility payable to Resona Bank. Under the terms of the contract the floating rate interest paid by the Fund is capped at a rate of 0.4%. The contract is coterminous with the maturity of the loan on 5 March 2021.

 

17. Trade and other receivables

 2014

 2013

 £'000

 £'000

Trade receivables

648

483

Other receivables

176

128

824

611

 

All amounts are receivable within 90 days. A total of £130,000 (2013: £64,000) has been outstanding for more than 90 days, against which a provision of £22,000 (2013: £15,000) has been made for impairment in respect of amounts not expected to be recovered.

 

18. Restricted lender reserves

 

Restricted lender reserves, which belong to the Fund, comprise bank deposits that are held as reserves in lender-controlled accounts against future expenses and liabilities including interest, taxes, capital expenditure, insurance and tenants' deposits. The restricted lender reserves are governed by lender agreements that stipulate the terms under which the Fund may withdraw funds.

 

19. Cash and cash equivalents

 2014

 2013

 £'000

 £'000

Current account balances and short term fixed deposits

14,654

39,761

 

 

20. Bonds and loans payable

Balance outstanding

Final

Interest

2014

2014

2013

repayment

rate

¥'000,000

£'000

£'000

Current

Floating rate interest

Mizuho Bank

August 2018

0.59%

60

323

-

Mizuho Bank

August 2018

0.58%

13

68

-

Mizuho Bank

September 2018

0.59%

48

259

-

121

650

-

Non-current

Floating rate interest

Resona Bank

June 2017

0.88%

1,183

6,374

7,005

Mizuho Bank

August 2018

0.59%

4,982

26,842

29,976

Mizuho Bank

August 2018

0.58%

1,488

8,018

10,507

Mizuho Bank

September 2018

0.59%

5,200

28,019

31,229

Fixed rate interest

Resona Bank

January 2017

1.58%

6,946

37,428

41,280

Prudential Mortgage Asset Holding 1 Japan LPS

March 2021

1.50%

893

4,813

-

Prudential Mortgage Asset Holding 2 Japan LPS

March 2021

1.50%

447

2,407

-

Floating rate interest with cap at 0.4%

Resona Bank

March 2021

0.54%

5,448

29,358

-

26,587

143,259

119,997

Total debt

26,708

143,909

119,997

 

The bonds and loans payable are secured by investment property with a fair market value of ¥46.2 billion (£248.8 million) (2013: ¥34.1 billion (£203.5 million)) at the year end date.

 

All floating interest rates are reset every three months based on the prevailing base rate (3 months TIBOR) at the time.

 

During the year, the Fund made the following changes to its portfolio:

 

· In March 2014, obtained debt financing in the amount of ¥5.5 billion (£29.6 million) in the form of a loan from Resona Bank, Ltd. The new debt matures in March 2021; and

· In March 2014, obtained further debt financing in the amount of ¥1.4 billion (£7.3 million). This loan has been extended by licensed lending businesses in Japan that are affiliates of US-based Prudential Financial, Inc. This new debt also matures in March 2021.

 

Total debt is stated net of unamortised financing costs. Gross debt is ¥27.0 billion (£145.3 million) (2013: ¥20.4 billion (£121.6 million)).

 

21. Deferred tax assets and liabilities

Deferred tax liabilities

2014

2013

£'000

£'000

At beginning of year

922

806

Charged to the Consolidated Statement of Comprehensive Income on undistributed income and interest payable

1,094

688

Utilised on income distributed during the year

(573)

(367)

Exchange differences

(126)

(205)

At end of year

1,317

922

 

Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through future taxable profits is probable.

 

There were no losses in the current year giving rise to potential deferred income tax assets at the year end. In respect of the prior year, the Fund did not recognise deferred income tax assets of ¥5.2 million (£31,000) in respect of losses amounting to ¥13.7 million (£82,000) that can be carried forward against future taxable income.

 

Losses incurred in the prior year amounting to ¥7.1 million (£42,000) and ¥6.6million (£40,000) expire in 2018 and 2019 respectively.

 

22. Trade and other payables

 2014

 2013

 £'000

 £'000

Trade payables

1,506

1,079

Deferred income

1,337

1,183

Interest payables

54

37

2,897

2,299

 

23. Share capital

 2014

 2013

 £'000

 £'000

Issued share capital:

211,954,588 (2013: 211,944,224) ordinary shares of 10p each issued and fully paid

21,195

21,194

 

On 8 September 2014, the Company issued 10,364 ordinary shares through a scrip dividend at a price of 58.9p per share.

 

The share capital of the Company is unlimited. Ordinary shares carry no right to fixed income but are entitled to dividends as declared from time to time. Each ordinary share is entitled to one vote at meetings of the Company.

 

24. Share premium

 

On 12 January 2007, the Royal Court of Guernsey confirmed the reduction of the share capital of the Company by way of cancellation of the Company's share premium account, which under Guernsey company law at the time was an undistributable reserve. An amount of £85,067,000 was transferred to the special reserve, which is distributable. With effect from 1 July 2008, Guernsey company law no longer makes any distinction between distributable and non-distributable reserves, requiring instead that a company pass a solvency test in order to be able to make distributions to shareholders.

 

On 8 September 2014, an amount of £5,068 was credited to share premium as a result of the issue of 10,364 ordinary shares at a price of 58.9p per share (see note 23). This amount was immediately transferred to the special reserve (see note 25).

 

25. Special reserve

 2014

 2013

 £'000

 £'000

At beginning of year

95,245

89,770

Transfer from share premium (see note 24)

5

12,665

Distribution paid (see note 26)

(3,815)

(3,375)

Distribution proposed

(3,815)

(3,815)

At end of year

87,620

95,245

 

The special reserve is a distributable reserve to be used for all purposes permitted under Guernsey company law, including the buy back of shares and the payment of dividends.

 

26. Distributions paid from special reserve

 2014

 2013

 £'000

 £'000

Interim distribution of 1.8p per share paid on 26 April 2013

-

3,375

Interim distribution of 1.8p per share paid on 30 August 2013

-

3,375

Interim distribution of 1.8p per share paid on 17 April 2014

3,815

-

Interim distribution of 1.8p per share paid on 8 September 2014

3,815

-

7,630

6,750

 

27. Commitments

 

The Fund did not have any capital commitments at the year end date (2013: Nil).

 

28. Contingent liabilities

 

The Fund did not have any contingent liabilities at the year end date (2013: Nil).

 

29. Fund entities

 

At the year end, the Fund consists of the Company and the following entities:

 

Entity

Entity type

Country of incorporation

Beneficial interest

J-RIC International Limited

Limited Company

Guernsey

100%

JRIC Holdings Limited

Limited Company

Guernsey

100%

JRIC Netherlands Coöperatief U.A.

Cooperative

Netherlands

100%

GK Aegis

Limited Liability Company

Japan

100%

GK Cross

Limited Liability Company

Japan

100%

GK Daisy

Limited Liability Company

Japan

100%

GK Eastern

Limited Liability Company

Japan

100%

GK Forest

Limited Liability Company

Japan

100%

GK Gate

Limited Liability Company

Japan

100%

GK JRIC

Limited Liability Company

Japan

100%

TMK JRIC1

Tokutei Mokuteki Kaisha

Japan

100%

TMK JRIC2

Tokutei Mokuteki Kaisha

Japan

100%

 

 

30. Post year end events

 

As announced in June 2014, the Company intends to migrate the quotation of its ordinary shares from AIM to the Main Market of the London Stock Exchange. In conjunction with preparation for this move, and in light of increased regulatory and compliance demands on collective investment schemes as well as the practical requirements of managing a multi-jurisdictional investment structure, the Company has been engaged with its advisers in a wide-ranging review of its structure and investment management arrangements. As a result of this review, the Board has identified a number of initiatives which will help ensure that the Fund is well positioned for its next growth phase with a robust and efficient operating structure. It is intended that these initiatives will be implemented in conjunction with the planned move to the Main Market and a further announcement will be made in relation to these matters in the near future, when the Company expects to have greater clarity as to the status and likely timing of the move.

 

There were no other significant post year end events which require disclosure in these financial statements.

 

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

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