7 September 2023

Triple Point Social Housing REIT plc

(the "Company" or, together with its subsidiaries, the "Group")

RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2023

 

 

The Board of Triple Point Social Housing REIT plc (ticker: SOHO) is pleased to announce its unaudited results for the six months ended 30 June 2023.

 

Chris Phillips, Chair of Triple Point Social Housing REIT plc, commented:

"The Company has continued to demonstrate strong rental growth and valuation resilience during the first half of 2023, despite the uncertain macro-economic backdrop.  We were pleased to announce the recent portfolio sale of properties principally in line with book value, demonstrating continued liquidity and the resilience of valuations in the sector. 

 

The Investment Grade rating of our long-term fully fixed priced debt was reaffirmed last month and our focus remains on the operating performance of our portfolio. Our proactive approach to asset management, paired with the inflation protection offered through our rental income, and the growing demand for specialised supported housing, means that we are well positioned to ensure the sustainability of our investments over the long-term."

 

	Six months to 30 June 2023	Six months to 30 June 2022	Year ended 31 December 2022
Portfolio value -      IFRS basis	£675.1m	£669.6m	£669.1m
EPRA Net Tangible Assets ("NTA") per share (equal to IFRS NAV per share)	111.31p	111.80p	109.06p
EPRA Net Initial Yield (NIY)	5.65%	5.28%	5.46%
Loan to Value	37.5%	36.8%	37.4%
Earnings per share (basic and diluted) -      IFRS basis -      EPRA basis -      Adjusted earnings	3.65p 2.18p 2.21p	6.19p 2.43p 2.57p	6.18p 4.78p 5.03p
Total annualised rental income	£40.5m	£37.4m	£39.0m
Weighted average unexpired lease term	24.8 yrs	25.9 yrs	25.3 yrs
Dividend per share	2.73p	2.73p	5.46p

 

Financial highlights

·        EPRA NTA per share up 2.1% to 111.31 pence at 30 June 2023 (31 December 2022: 109.06 pence), reflecting an increase in the value of the Group's property portfolio and the accretive impact of the £5 million share buyback programme over the period.

·        Portfolio valued as at 30 June 2023 at £675.1 million on an IFRS basis, up from £669.1 million as at 31 December 2022 and reflecting a valuation uplift of 12.2% against total invested funds of £601.9 million¹. The positive impact of strong rental growth on valuations was partially offset by an outward movement in yields reflecting wider market conditions.

·        The fair value gain on investment properties for the six months ended 30 June 2023 amounted to £5.9 million (30 June 2022: £17.1 million). Net profit for the six months ended 30 June 2023 was £14.6 million (30 June 2022: £24.9 million). The reduction relative to the comparable period in 2022 was principally reflective of the impact of a lower fair value gain on investment properties being recognised during the period. The Expected Credit Loss adjustment made (relating to unpaid rent) also had a negative impact on net profit.

·        The portfolio's total annualised contracted rental income was £40.5 million as at 30 June 2023 (31 December 2022: £39.0 million).  IFRS Gross Revenue for the period was £19.6 million (£18.2 million for the six months ended 30 June 2022).

·        100% of contracted rental income was either CPI (92.4%) or RPI (7.6%) linked. 4.9% of the Group's leases are capped (excluding the temporary rent cap of 7% applied to the Group's rent increases for the year of 2023).

·        Ongoing Charges Ratio of 1.63% as at 30 June 2023 (31 December 2022: 1.60%; 30 June 2022: 1.57%), with the marginal increase primarily due the impact of inflation on the Group's cost base.

·        All drawn debt is fixed (weighted average coupon of 2.74%) and long-term (10.1 years), which continues to offer strong protection against increasing interest rates.

·        Maintained an Investment Grade Issuer Default Rating from Fitch of 'A-' (Stable Outlook) with a senior secured rating of 'A'.

 

Successful portfolio sale demonstrating the value of the Group's assets and dividend in line with target

·        Portfolio of four properties sold for £7.6 million, in line with book value of £7.9 million and representing an increase of £0.7 million (9.6%) compared to the aggregate purchase price paid by the Group for the properties.

·        The dividend to be paid on 30 September 2023 brings the total dividend per share paid or declared by the Company in respect of the six month period to 30 June 2023 to 2.73 pence per share, in line with the Company's stated target for the year to 31 December 2023 of 5.46 pence per share.²

·        Dividend cover on an adjusted earnings basis at 30 June 2023 was 0.81x (31 December 2022: 0.92x). If an adjustment is made for the portion of the Expected Credit Loss recognised in the six months ended 30 June 2023 that relates to unpaid rent due in 2022, dividend cover for the six months ended 30 June 2023 was 0.90x.

 

Operational highlights

·        88.1% of rent due was collected during the period, and 25 out of the Group's 27 lessees recorded no material rent arrears. Post the period end, the Investment Manager has made progress in respect of both Approved Providers which have material rent arrears.

o  There is now a creditor agreement in place with Parasol in respect of future rental payments.

o  Similarly, a creditor agreement is being negotiated with My Space in respect of future rental payments together with a payment plan for arrears. Simultaneoulsy a transfer of properties to alternative Registered Providers is being considered.

·        EPRA blended NIY of 5.65% based on the value of the portfolio on an IFRS basis as at 30 June 2023, against the portfolio's blended net initial yield on purchase of 5.91%, equating to yield compression of 26bps.

·        Diversified portfolio of 497 properties³:

o  11 regions

o  153 local authorities

o  394 leases

o  27 Approved Providers

o  123 care providers

·        As at 30 June 2023, the weighted average unexpired lease term ("WAULT") was 24.8 years.

·        Agreed a new lease clause, with support from stakeholders, which seeks to address general risks raised by the Regulator of Social Housing in relation to long leases, to be implemented in the Group's existing Registered Provider leases in the second half of 2023.

·        Commenced the pilot phase of an energy efficiency improvement initiative which entails upgrading all of the Group's properties to an Energy Performance Certificate ("EPC") rating of C or above. Over 70% of the Group's properties already meet this standard (compared to a social housing sector average of c. 57%).

·        Partnership with Golden Lane, a Registered Provider with a regulatory compliance rating of G1 V2 and one of the leading providers in the Specialised Supported Housing sector, on a pipeline of projects.

 

 

Notes:

1       Including acquisition costs

2       These are targets only and not a profit forecast and there can be no assurance that they will be met

3       Four out of these 497 properties are classified as assets held for sale at 30 June 2023

 

 

FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:

 

Triple Point Investment Management LLP (Investment Manager)	Tel: 020 7201 8989
Max Shenkman
Isobel Gunn-Brown
Akur Limited (Joint Financial Adviser)	Tel: 020 7493 3631
Tom Frost
Anthony Richardson
Siobhan Sergeant
Stifel Nicolaus Europe Limited (Joint Financial Adviser and Corporate Broker)	Tel: 020 7710 7600
Mark Young
Rajpal Padam
Madison Kominski
Brunswick Group (Financial PR Adviser)	Tel: 020 7404 5959
Nina Coad
Diana Vaughton
Mara James

 

The Company's LEI is 213800BERVBS2HFTBC58.

 

Further information on the Company can be found on its website at www.triplepointreit.com.

 

IMPORTANT INFORMATION:

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented ("UK MAR") and is disclosed in accordance with the Company's obligations under UK MAR. Upon the publication of this announcement, this inside information will be considered to be in the public domain.

 

NOTES:

The Company invests in primarily newly developed social housing assets in the UK, with a particular focus on supported housing. The assets within the portfolio are subject to inflation-linked, long-term (typically from 20 years to 30 years), Fully Repairing and Insuring ("FRI") leases with Approved Providers (being Housing Associations, Local Authorities or other regulated organisations in receipt of direct payment from local government). The portfolio comprises investments into properties which are already subject to an FRI lease with an Approved Provider, as well as forward funding of pre-let developments but does not include any direct development or speculative development.

 

The Company was admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange on 8 August 2017 and was admitted to the premium segment of the Official List of the Financial Conduct Authority and migrated to trading on the premium segment of the Main Market on 27 March 2018.  The Company operates as a UK Real Estate Investment Trust ("REIT") and is a constituent of the FTSE EPRA/NAREIT index.

 

Meeting for analysts and audio recording of results available

The Company presentation for analysts will be held at 8.00am today via live webcast. The presentation will also be accessible on-demand later in the day via the Company website: www.triplepointreit.com.

 

Those wishing to access the live webcast are kindly asked to contact the Company Secretary  at Hanway Advisory on +44 (0) 20 3909 3519 or [email protected].

 

The Interim Results will also be available to view and download on the Company's website at www.triplepointreit.com and hard copy will be posted to shareholders on or around 15 September 2023.

 

 

CHAIR'S STATEMENT

 

Introduction

 

The macroeconomic backdrop during the first half of 2023 has remained uncertain. High interest rates and gilt yields have impacted the wider property sector. Despite these challenges, the Specialised Supported Housing sector has continued to demonstrate strong rental growth and valuation resilience.

 

Last year, we took the decision to cap the Group's 2023 rent increases at 7%, in line with the government's cap on social housing rent increases, even though Specialised Supported Housing was excluded from this cap. Given UK CPI has remained elevated, rents have been increased in line with the cap. This rental growth has offset general market wide yield compression and helped us to deliver growth in the Group's portfolio value and EPRA NTA per share in the first half of the year despite the very challenging economic environment, differentiating us from other UK property sectors that have suffered material reductions in value.

 

The relatively strong performance of the Specialised Supported Housing sector is reassuring and in line with the sector's fundamentals. There remains a lack of supply and all forecasts point to growing excess demand for more independent community-based homes for people with care and support needs. This, combined with government financial support for the individuals that live in Specialised Supported Housing, means that the sector is well placed to withstand periods of economic uncertainty.

 

Capital Allocation

 

We aim to supplement our existing portfolio of properties with forward funding projects and acquisitions over the medium term, however all deployment is considered in the context of delivering shareholder value and the broader market conditions. During the six months ended 30 June 2023, the Board has viewed share buybacks as a more attractive and appropriate use of the Group's capital, buying back £5 million (9,322,512 shares) between 19 April 2023 and 12 June 2023 at an average discount to the prevailing published EPRA NTA of 52.8%, which has been accretive to dividend cover. The Group does intend to invest into a competitively priced forward funding project in conjunction with Golden Lane, a Registered Provider with a regulatory compliance rating of G1 V2 and one of the leading providers in the Specialised Supported Housing sector. Further detail on this new partnership can be found in the Investment Manager's Report.

 

As indicated in the Group's 2022 Annual Report, it has been a priority of the Board to demonstrate the value of the Group's assets through a sale of a portfolio of properties. Since the period end, we have successfully concluded a portfolio disposal of four properties for an aggregate consideration of £7.6 million which is principally in line with the book value of £7.9 million as at 30 June 2023 and reflects a £0.7 million gain (9.6%) against the aggregate purchase price that the Group paid for the properties. The portfolio of properties sold contained a mix of property types, lessees and care providers. Following consultation with shareholders over the coming weeks, and with consideration given to the Group's leverage position, the Board will consider whether some of the proceeds from the sale should be used for an additional share buyback programme. More details on the sale and capital allocation are included in the Investment Manager's Report.

 

Portfolio Performance

 

Consolidating and optimising the performance of the Group's portfolio has been a principal focus of the Board and the Investment Manager.

 

Since early 2020, the operating environment has been difficult for all our Approved Providers. As the numerous challenges posed by COVID-19 eased, they were replaced with the financial headwinds of rising inflation and increased regulatory costs. Despite challenging economic conditions, the majority of the Group's Approved Providers are performing in line with expectations, and have managed to navigate these issues successfully. Reassuringly we are seeing signs of improvement, with a recent reduction in gas prices, a less challenging labour market and an overall improvement in the operational backdrop for our partners which allows us to look forward with renewed confidence. 

 

We believe the strength of our relationships with our partners sets us apart in the Specialised Supported Housing sector. This ensures that we have both the operational data and anecdotal feedback required for a granular understanding of the performance of the Group's portfolio of properties. All aspects of portfolio management, including compliance, care provider performance and local authority nominations, are monitored and assessed on an ongoing basis. This enables us to intervene quickly if issues arise and to help our lessees move forward through initiatives such as the roll out of our new lease clause as described in the Investment Manager's Report.

 

As previously reported, rent receipts were lower than expected for two of the Group's lessees, My Space and Parasol. We are pleased to report that a creditor agreement has been put in place with Parasol which reflects the current level of rents being received and allows for rents to increase over time. Similarly, we hope to agree a creditor agreement with My Space shortly, and continue to engage with alternative Registered Providers so that the Group's properties can be moved should we deem this to be in the best interests of residents and the sustainability of the Group's income. The Group's Board and the Investment Manager are focused on ensuring that My Space and Parasol perform in line with expectations. A full update on the performance of these lessees is included in the Investment Manager's Report.

 

Alongside maintaining the performance of our portfolio, we have evolved our investment structure to provide appropriate support to our Registered Provider lessee partners as they look to progress from a risk management and regulatory perspective. We have led the sector on managing risk by rolling out a new risk sharing clause across all our Registered Provider leases which can help boards of Registered Providers demonstrate material progress on risk management to the Regulator of Social Housing.

 

Recognising the link between value creation and the quality of the homes we deliver, the Board is taking increased measures to oversee the broader sustainability credentials of the Group. A separate Sustainability Committee has been established to ensure due consideration of a range of sustainability activities and outcomes, which will be detailed further in the 2023 Annual Report.

 

Financial Results

 

The Group has continued to demonstrate strong financial resilience in challenging conditions. The EPRA NTA per share as at 30 June 2023 was 111.31 pence per share, an increase of 2.25 pence compared to the NTA of 109.06 pence per share as at 31 December 2022. This increase was driven by growth in the value of the Group's property portfolio and the accretive impact of the share buybacks undertaken by the Group in the period.

 

In August, Fitch Ratings Ltd reaffirmed the Company's existing Investment Grade, long-term Issuer Default Rating (IDR) of 'A-' with a stable outlook and a senior secured rating of 'A' for the Group's existing loan notes, for the second consecutive time.

 

I am pleased to report that we continue to pay dividends in line with our annual targets, as we have done consistently since IPO. For the six months ended 30 June 2023, dividend cover, based on adjusted earnings, was 0.81x. Dividend cover was lower than in previous periods due to an additional provision of £1.0 million recognised in the period, relating to the My Space and Parasol rent arrears for the year ended 31 December 2022. Without this additional provision, adjusted dividend cover for the six months ended 30 June 2023 was 0.90x¹. Through our focus on addressing the current level of rent payments from My Space and Parasol (details on which are provided in the Investment Manager's Report) we will look to improve dividend cover over the course of this year and preserve it over the longer-term.

 

Overall, we are proud of another set of resilient financial results which build on our performance to date and the encouraging operational progress made during the period. This would not have been possible without the support of our stakeholders, all of whom played an important role in helping deliver on our investment strategy. You can read more about our financial performance during the period in our Key Highlights, along with a more in-depth review in the Investment Manager's Report.

 

Social Impact

 

Social Impact continues to be at the forefront of our decision-making processes and is central to our business model. The independent Impact Report prepared by The Good Economy for the six months ended 30 June 2023 provides an independent assessment of our impact performance, based on an analysis of quantitative data and evidence, as well as in-depth interviews with a range of stakeholders.  You can read more on the social value and impact that our properties create in the Impact Report prepared by the Good Economy, available separately on our website.

 

Outlook

 

Whilst capital markets remain challenging, our focus remains on the operating performance of our portfolio which we expect to demonstrate continued operational and valuation resilience. As a responsible investor, we are proactive in managing the portfolio, working alongside housing providers to identify and address risks in order to ensure the sustainability of our investments over the long term.

 

We are well placed to continue to deliver on our return targets to investors. We expect further strong rental growth, which helps to underpin the Group's property valuations and increases income. This, combined with our long-term, fixed-price debt means that we do not need to raise additional capital or refinance to meet return expectations in the near term. By focusing on our operational performance, we can ensure that over time, net assets and distributions to investors increase whilst our gearing levels naturally decline.

 

We are committed to addressing the performance of the Company's share price, and to work to narrow the discount to prevailing Net Asset Value. The Group continues to report strong operational and financial performance and we are increasing our efforts to ensure our shareholders and the wider investment community understand our compelling fundamentals. Further, we critically consider capital allocation, recycling capital into what we evaluate to be accretive investments.

 

On behalf of the Board, I would like to thank the Investment Manager and advisers for their continued hard work and dedication to our investment strategy. Most importantly, I would like to thank our shareholders and other stakeholders for their continued support as we work to evolve and execute our strategy to deliver good homes and long-term sustainable returns.

 

Chris Phillips

Chair

6 September 2023

 

Notes:

1  See Notes 3 and 4 for further explanation.

 

 

 

INVESTMENT MANAGER'S REPORT

 

Specialised Supported Housing Market

 

Since the inception of the Company, there has never been a greater need for private capital to help deliver Specialised Supported Housing. The government estimates that demand for Supported Housing is expected to increase by 125,000 by 2030.¹ Demand continues to grow whilst Registered Providers face challenges of high inflation and interest rates, at a time when there is growing pressure to invest into their existing housing stock to meet the latest energy efficiency and fire safety standards. There is growing recognition by Registered Providers that private capital that takes a long-term view of ownership and that can invest on flexible terms, has a vital role to play in the delivery of Specialised Supported Housing. Registered Providers working with experienced and pragmatic investors can form effective partnerships and help deliver additional homes to individuals throughout the UK.

 

We are seeing an unprecedented level of demand from Registered Providers looking for funding partners to help them deliver development pipelines over the coming months and years. This partnership approach is critical to addressing the undersupply of Specialised Supported Housing, and is the primary driver behind our partnership with Golden Lane with whom we are working on a pipeline of projects, with the first one being in Chorley.

 

Leasing, Asset and Property Management

 

The six months ended 30 June 2023 have seen the Group deliver on a set of initiatives that distinguish it from peers and demonstrate its commitment to the sector. We were amongst the first within the sector to cap 2023 rent increases in our leases at 7.0%, irrespective of the Specialised Supported Housing rents' exclusion from the government's rent cap. This aims to ensure that our Registered Provider tenants and the individuals living in our properties are not put under undue financial pressure. In June, we commenced the roll out of our new lease clause, which will help our Registered Provider partners demonstrate to the Regulator of Social Housing that they have accommodated concerns with regards to risk sharing in long leases. Finally, we have recently commissioned the initial works in the roll-out of our Eco-Retrofit programme, which will demonstrate a tenant-first approach in ensuring that the Group's properties are compliant with energy efficiency requirements, and that carbon emissions and utility bills of both our lessees, and the individuals living in our properties, are minimised.

 

As well as benefiting the sector, our lessees and the residents, we believe that taking a long-term approach to asset management decisions supports and enhances shareholder value. Investing in energy efficiency will help to preserve the value of the Group's portfolio. Rebalancing risk in existing leases should promote the Regulatory compliance of the Group's lessees and support the Group's portfolio performance and valuation. Capping rents helps to ensure the long-term sustainability of the Group's rental income.

 

The benefit of this long-term approach is evidenced by a resilient set of interim results. Against a backdrop of very challenging market conditions the EPRA NTA has increased by 2.25 pence per share. Similarly, annualised contracted rental income has increased from £39.0 million in the prior year to £40.5 million in the current period.

 

Whilst the operating environment remains challenging, the majority of our lessee partners continue to perform in line with expectations and we expect the performance of the Group's lessees to demonstrate resilience in times of economic uncertainty. Our lessees provide homes to individuals whom local authorities have a statutory obligation to house and typically the relevant local authority will meet the entirety of the cost of this housing. Combined with the systemic undersupply of Specialised Supported Housing, this underpins the income generated by our Registered Provider partners.

 

Our lessees' income is resilient, however, their costs have increased significantly over the last two years. Whilst gas prices have calmed, our lessees remain mindful of other cost pressures including repairs and maintenance costs which continue to increase. It is important that the Group's lessees manage this increase in their cost base whilst continuing to comply with their maintenance obligations under the Group's leases.

 

New Lease Clause

 

As noted in our 2022 Annual Report, and having since received supportive feedback from shareholders, our intention is to include a new clause in all the Group's existing leases with Registered Providers. The aim of this clause is to address some of the general risks raised by the Regulator in relation to long leases and in so doing protect Registered Providers in the event policy changes (i.e. factors beyond their control) reduce the amount of rent that they are able to generate from a property or properties that they lease from the Group.

 

The key terms of the clause are summarised below:

 

•             Triggering of the clause is subject to a materiality threshold measured against the aggregate value of the rental income generated from the portfolio of leases that the Group has with the relevant Registered Provider.

 

•             Subject to the above trigger threshold being met, the Registered Provider can approach the Group in relation to amending the lease rent to allow for the occurrence of either of the circumstances below:

o  A change in central government policy that negatively impacts the level of rent that is applicable to Specialised Supported Housing or the exempt rent status of Specialised Supported Housing; or

o  A change in local government policy that impacts the commissioning of the relevant property or properties.

 

In addition, the new clause provides for an increase in the annual rent payable to the Group amounting to the lower of UK CPI (or RPI where applicable), or the maximum rent increase allowed under prevailing policy to the extent that it applies to Specialised Supported Housing rents. Using this year's rent increases as an example of how this part of the clause would apply in practice, under the terms of the lease, the Group would have been able to increase its leases by CPI because the rent cap did not apply to Specialised Supported Housing.

 

The clause has been approved by the Investment Manager's Investment Committee and the Group's Board. It has been reviewed by the Group's valuers and the valuers of the Group's lenders, both of whom have confirmed that they do not expect the clause to have a detrimental impact on the valuation of the Group's properties. The clause has also been shared with the Regulator of Social Housing. The Group's lenders are also supportive of the inclusion of the clause, understanding the benefit it should unlock for the Group's Registered Providers.

 

We feel that the clause strikes the right balance between allowing Registered Providers to mitigate risks over which they have limited or no control in a way that should assist with their regulatory compliance, whilst not fundamentally undermining the value of the Group's leases.

 

Eco-Retrofit

 

By 2030 all socially rented properties need to have an Energy Performance Certificate ("EPC") rating of C or above. Currently 28.8% of the Group's properties have an EPC rating of lower than C which compares favourably to the social housing sector average of 43.1%. We are committed to protecting the value of the Group's properties, reducing carbon emissions, and supporting our lessees and the individuals living in the Group's properties.

 

We have started the pilot phase of an energy efficiency improvement initiative which entails upgrading all of the Group's properties. Over the next 12 months we will undertake works on 11 of the Group's properties that previously had EPC ratings ranging from D to E and look to upgrade these to C or above. The pilot project will enable us to learn how to conduct the works efficiently, cost-effectively and in a way that causes minimum disruption to tenants. It will enable us to form strong relationships with our key contractors and help ensure the successful rollout of the wider project.

 

Housing creates a large carbon footprint when not managed and homes are at increasing risk of impacts from climate change. Taking steps to manage these challenges is a strategic commitment for the Group. We will continue to publish our approach to managing climate risk and opportunity through the framework of the Taskforce on Climate-related Financial Disclosure (TCFD), as first provided in our 2022 Annual Report.

 

Portfolio Sale

 

As well as investing in the long-term value of the Group's portfolio, we have also sought to evidence the portfolio's current valuation by selling a portfolio of properties. Our objectives were to achieve a sale price that is supportive of the Group's Net Asset Value, and demonstrate that there is liquidity in the Specialised Supported Housing market. To achieve these aims, we believed it was important not only to attain a good price, but that the portfolio of properties sold was representative of the Group's wider portfolio.

 

We are pleased to report that we have sold four properties post the period end, for £7.6 million which is in line with the book value of the properties of £7.9 million as at 30 June 2023. The sale price is reflective of a £0.7 million gain against the aggregate purchase price the Group paid for the properties (excluding transaction costs). The portfolio properties were located across four Local Authorities, leased to Inclusion Housing CIC and Chrysalis Supported Association Ltd, and care was provided by four separate care providers. The portfolio contained a mixture of adapted and new build properties as well as individual and shared homes. Below, we have provided a table comparing some of the key metrics of the portfolio of properties sold to the Group's wider portfolio:

 

	Sale Portfolio	Group Portfolio
Properties	4	497
Residents	38	3,455
Average residents per property	9.5	7.0
Fair Market Value	£7.9 million	£675.1 million
Blended valuation yield	5.75%	5.69%
WAULT	19.3 years	24.8 years

 

We feel that the successful portfolio sale is supportive of the Group's Net Asset Value, whilst also evidencing the continued investor demand for Specialised Supported Housing properties. As noted in the Chair's Statement, following consultation with shareholders over the coming weeks and with consideration given to the Group's leverage position, the Board will determine whether to return to shareholders a portion of these proceeds by way of further share buybacks.

 

Registered Provider Update

 

There have been no material rent arrears in the period in the Group's portfolio other than those that relate to My Space and Parasol as previously reported. Progress has been made with both organisations since our last update.

 

In August we agreed a creditor agreement with Parasol (9.2% of our Group revenues) which sets a minimum level for monthly rent payments over the next six months post the current interim period, with the stated intention that payments will increase above this minimum level over time. At the end of the six-month agreement, full rent becomes due again. If rent payments are not in line with the terms of the creditor agreement, we have the ability to move leases to a different Registered Provider and we have had constructive discussions with potential alternative partners. We have informed the Group's valuer, JLL, of the nature of this agreement and they have confirmed that it will not have a material impact on the value of the Group's properties leased to Parasol. We have a constructive relationship with the Chair and the CEO of Parasol and will continue to engage with them and support them as they move the organisation forward.

 

Similarly, we hope to agree a creditor agreement with My Space (7.7% of our Group revenues) shortly. This agreement is required to enable My Space to address its solvency position, and we expect it to cover both rent due going forward and arrears.  My Space has recently hired a new CEO and CFO and is in the process of recruiting a COO. Simultaneously, new trustees are in the process of being identified for the board, with a view to bolstering the level of audit, financial and legal expertise. We are working with the new management team as they look to put in place the creditor agreement and consider options for the organisation including a possible business combination or merger. Concurrently, we continue to engage with alternative Registered Providers so that the Group's properties can be moved to an alternative lessee should we be of the view that this is in the best interests of residents and the sustainability of the Group's rental income. My Space continues to engage with the Regulator of Social Housing in relation to the Enforcement Notice issued earlier this year. My Space has undertaken a range of actions as prescribed by the Regulator of Social Housing and provided an initial response to all points raised in the notice.

 

The Regulator of Social Housing remains active in the sector. It continues to monitor the Group's Registered Provider partners and in the first six months of this year they issued Enforcement Notices in relation to My Space and Auckland Home Solutions who account for 7.7% and 4.7% of the Group's rent roll, respectively. Both notices were noted and commented on by the Group. With regards to Auckland Home Solutions, the Regulator of Social Housing's Enforcement Notice stated that three board members had been appointed to Auckland's board and that Auckland must commission an independent review focused on appraising governance, business planning, risk management and compliance with the Rent Standard. Through our ongoing engagement with Auckland Home Solutions we understand that the new board members have already delivered improvements in governance and that the independent review has been commissioned and is underway.

 

Financial Review

 

We are pleased to present resilient financial results for the six months ended 30 June 2023 as highlighted earlier. The Group's financial performance is underpinned by increases in annualised rental income from its CPI and RPI-linked leases.² We expect dividend cover to increase during the second half of the year now that a creditor agreement is in place with Parasol, and we similarly hope to agree a creditor agreement with My Space shortly.

 

Key highlights:

 

•             The annualised contracted rental income of the Group was £40.5 million as at 30 June 2023, compared to £39.0 million on 31 December 2022. IFRS Gross Revenue for the period was £19.6 million compared to £18.2 million for the six months ended 30 June 2022.

 

•             A fair value gain of £5.9 million was recognised during the period on the revaluation of the Group's properties compared to £17.1 million for the same period in 2022.

 

•             The EPRA NIY has increased from 5.46% at 31 December 2022 to 5.65% at 30 June 2023 following the rental uplifts in the period.

 

•             IFRS Earnings per Share was 3.65 pence for the period, compared to 6.19 pence for the same period in 2022. The reduction was largely driven by a lower gain from fair value adjustment on investment properties being recognised than in the prior year. The ECL adjustment in the six months ended 30 June 2023 also had a negative impact on net profit.

 

•             The EPRA Earnings per Share ("EPRA EPS") excludes the fair value gain on investment properties and is measured on the weighted average number of shares in issue during the period. EPRA EPS was 2.18 pence for the period compared to 2.43 pence for the same period in 2022. 

 

•             The Adjusted Earnings per Share ("Adjusted EPS") includes adjustment for non-cash items and is measured on the weighted average number of shares in issue during the year. Adjusted EPS was 2.21 pence per share for the six months to 30 June 2023, compared to 2.57 pence for the same period in 2022.

 

•             The EPRA NTA per share at 30 June 2023 was 111.31 pence per share, the same as the IFRS NAV per share, compared to 109.06 pence as at 31 December 2022.

 

•             At the period end, the portfolio was valued at £675.1 million on an IFRS basis compared to £669.1 million at 31 December 2022, reflecting a valuation uplift of 12.2% against the portfolio's aggregate purchase price (including acquisition costs). This reflects an EPRA net initial yield of 5.65%, against the portfolio's blended net initial yield of 5.91% at the point of acquisition. This equates to a yield compression of 26 basis points, reflecting the quality of the Group's asset selection and off-market acquisition process.

 

•             The EPRA ongoing charges ratio is calculated as a percentage of the average net asset value for the period under review. The ongoing charges ratio for the period was 1.63% compared to 1.60% for the year ended 31 December 2022. The increase is primarily due to the impact of inflation on the Group's cost base.

 

•             The Group held cash and cash equivalents of £23.8 million as at 30 June 2023, of which £0.4 million was restricted or ring-fenced, compared to £30.1 million as at 31 December 2022, of which £0.4 million was restricted or ring fenced, leaving available cash of £23.4 million as at 30 June 2023.

 

Property Portfolio

 

As at 30 June 2023, the portfolio comprised 497 properties with 3,455 units and represented a broad geographic diversification across the UK. The four largest concentrated areas by market value were the North West (19.8%), West Midlands (16.9%), Yorkshire (14.6%) and East Midlands (12.0%). The IFRS value of the portfolio at 30 June 2023 was £675.1 million compared to £669.1 million at 31 December 2022, growth of 0.9% during the period.

 

Rental Income

 

In total, the Group had 394 leases which at the period end, generated total annualised contracted rental income of £40.5 million. During the period IFRS Revenue was £19.6 million compared to £18.2 million for the same period in 2022.

 

At the period end, the Group's three largest Approved Providers by rental income and units were Inclusion (£12.2 million and 944 units), Parasol Homes (£3.7 million and 246 units) and Falcon (£3.5 million and 304 units).

 

As at 30 June 2023, the portfolio had a WAULT of 24.8 years. The WAULT includes the initial lease term upon completion as well as any reversionary leases and put/call options available to the Group at expiry of the initial term. Notwithstanding the Group's recent change to its investment policy to remove the minimum lease term, at present the Group's WAULT is anticipated to remain above 20 years.

 

100% of the Group's contracted income is generated under leases which are indexed against either CPI (92.4%) or RPI (7.6%). These inflation linkages provide the Group and its investors with the comfort that the rental income will generally increase in line with inflation.

 

Some leases have an index 'premium' under which the standard rental increase is based upon CPI or RPI plus a further percentage point, reflecting top-ups by local authorities. These account for 7.9% of the Group's leases. A small portion of the Group's leases (4.9% of rental income) contain a cap and collar on rental increases. For the purposes of the portfolio valuation, JLL assumed CPI and RPI to increase at 2.0% per annum and 2.5% per annum, respectively, over the term of the relevant leases. Despite the high levels of inflation that are currently being experienced and are projected in the short term in the UK, JLL's inflation assumptions remain unchanged from previous periods given the Group's long-term outlook, with a WAULT and contracted income streams of 24.8 years.

 

Rent collection during the period was 88.1% and a full update on rent arrears is included in the Registered Provider Update section above.

 

Outlook

 

We expect to commence our first forward funding project since the completion of our last development in March 2021. This should see the Group fund the development of 12 adapted flats for people with learning disabilities in Chorley. The property will be leased on flexible lease terms to Golden Lane, a Registered Provider with a regulatory compliance rating of G1 V2 and one of the leading providers in the Specialised Supported Housing sector. We are pleased to have been chosen by Golden Lane as their partner on this project which is testament to the approach we take to investment in the Specialised Supported Housing sector.

 

We expect the majority of our lessees to continue to operate in line with historical performance. Our Housing Team takes a granular and proactive approach to asset management, focused on the underlying operational performance of the Group's 493 properties. In addition, at an organisational level, our team will support our Approved Provider management teams as they continue to tackle the challenges posed by inflation. We will actively monitor performance at My Space and Parasol to support progress on rent collection and planned organisational improvements.

 

Whilst dividend cover was lower than historical levels in the first six months of the year, we expect cover to improve in the latter half of the year given the plan that is now in place with Parasol and the plan we hope to shortly agree with My Space, and as annual rent increases partially offset previously reported reductions in rent collection. Over the medium to long-term we expect there to be a high level of dividend cover due to the inflation-linked nature of the Group's income streams and advantageous capital structure which includes £263.5 million of long-term, fixed-price debt with a blended cost of 2.74%. 

 

By the end of the year, we plan to have included our new lease clause in all the Group's existing Registered Provider leases, thereby enabling the Boards of our lessees to demonstrate to the Regulator of Social Housing that they have made tangible progress in terms of addressing some of the Regulator's stated concerns around the balance of risk sharing in long-term leases. Similarly, we expect to have made good progress on our Eco-Retrofit pilot programme, with a view to gaining invaluable learnings in relation to the wider project whilst beginning to improve the energy efficiency of the Group's portfolio.

 

Through these initiatives the Group is well positioned for resilient operational and financial performance, whilst demonstrating how, as a landlord, the Group can help to move the sector forward by addressing historic regulatory concerns, getting ahead of future requirements around energy efficiency and delivering new, much needed homes to people with care and support needs in partnership with leading Registered Providers.

 

 

Max Shenkman

Head of Investment

6 September 2023

 

Notes:

1 Department of Health and Social Care policy paper, People at the Heart of Care: adult social care reform, March 2022.

2 4.9% of our leases are capped (excluding the temporary rent cap at 7% applied to the Group's rent increases for the year of 2023).

 

 

 

 

PORTFOLIO SUMMARY

By Location

 

Region	Properties*	% of Funds Invested**
North West	99	19.8
West Midlands	84	16.3
Yorkshire	64	14.8
East Midlands	58	11.9
South East	62	9.4
North East	50	9.0
London	27	8.5
South West	29	4.7
East	20	4.1
Scotland	2	1.0
Wales	2	0.5
Total	497	100.0
*including assets held for sale **calculated excluding acquisition costs

 

 

KEY PERFORMANCE INDICATORS

 

In order to track the Group's progress the following key performance indicators are monitored:

 

KPI AND DEFINITION	RELEVANCE TO STRATEGY	PERFORMANCE		COMMENT
1. Dividend
Dividends paid to shareholders and declared during the year.   Further information is set out in Note 16.	The dividend reflects the Company's ability to deliver a low risk but growing income stream from the portfolio.	Total dividends of 2.73 pence per share were paid or declared in respect of the period 1 January 2023 to 30 June 2023.   (30 June 2022: 2.73 pence)		The Company has declared a dividend of 1.365 pence per Ordinary share in respect of the period 1 April 2023 to 30 June 2023, which will be payable on or around 29 September 2023. Total dividends paid and declared for the period are in line with the Company's target.
2. EPRA Net Tangible Assets (NTA)
The EPRA NTA is equal to IFRS NAV as there are no deferred tax liabilities or other adjustments applicable to the Group under the REIT regime.   Further information is set out in Note 3 of the Unaudited Performance Measures.	EPRA NTA measure that assumes entities buy and sell assets, thereby crystallising certain levels of deferred tax liability.	111.31 pence per share as at 30 June 2023.   (31 December 2022: 109.06 pence per share)		The EPRA NTA (equivalent to IFRS NAV) per share at IPO was 98 pence.   This represents an increase of 13.6% since IPO driven primarily by yield compression at acquisition and subsequent annual rental uplifts.
3. Loan to Value (LTV)
A proportion of our portfolio is funded through borrowings. Our medium to long-term target LTV is 35% to 40% with a maximum of 50%.   Further information is set out in Note 14.	The Company uses gearing to enhance equity returns.	37.5% LTV as at 30 June 2023.   (31 December 2022: 37.4% LTV)		Borrowings comprise two private placements of loan notes totalling £263.5 million provided by MetLife Investment Management and Barings.
4. EPRA Earnings per Share
EPRA Earnings per share (EPRA EPS) excludes gains from fair value adjustment on investment properties that are included in the calculation of the IFRS Earnings per share.   Further information is set out in Note 21.	A measure of a Group's underlying operating results and an indication of the extent to which current dividend payments are supported by earnings.	2.18 pence per share for the six months ended 30 June 2023, based on earnings excluding the fair value gain on investment properties and the write off of arrangement fees relating to the cancelled RCF, calculated on the weighted average number of shares in issue during the period.   (30 June 2022: 2.43 pence)		EPRA EPS reduced slightly reflecting the increase in ECL in the current period.
5. Adjusted Earnings per Share
Adjusted earnings per share includes adjustment for non-cash items. The calculation is shown in Note 21.	A key measure which reflects actual cash flows supporting dividend payments.	2.21 pence per share for the six months ended 30 June 2023, based on earnings after deducting the fair value gain on properties, and amortisation and write-off of loan arrangement fees; calculated on the weighted average number of shares in issue during the year.   (30 June 2022: 2.57 pence)		This demonstrates the Company's ability to meet dividend payments from net cash inflows. It represents a dividend cover for the six months ended 30 June 2023 of 0.81x.
6. Weighted Average Unexpired Lease Term (WAULT)
The average unexpired lease term of the investment portfolio, weighted by annual passing rents.   Further information is set out in the Investment Manager's Report.	The WAULT is a key measure of the quality of our portfolio. Long lease terms underpin the security of our income stream.	24.8 years as at 30 June 2023 (includes put and call options).   (31 December 2022: 25.3 years)		As at 30 June 2023, the portfolio's WAULT stood at 24.8 years.
7. Exposure to Largest Approved Provider
The percentage of the Group's gross assets that are leased to the single largest Approved Provider.	The exposure to the largest Approved Provider must be monitored to ensure that we are not overly exposed to one Approved Provider in the event of a default scenario.	30.1% of Gross Asset Value as at 30 June 2023.   (31 December 2022: 29.5%)		Our maximum exposure limit is 30% of GAV.   This represents the Group's aggregate exposure to both Inclusion Housing CIC and Inclusion Homes CIC which is expected to reduce below the 30% limit following the completion of the portfolio sale.
8. Total Return
Change in EPRA NTA plus total dividends paid during the period.	The Total Return measure highlights the gross return to investors including dividends paid since the prior year.	EPRA NTA per share was 111.31 pence as at 30 June 2023.   Total dividends paid during the period ended 30 June 2023 were 2.73 pence per share.   Total return was 4.57% for the six months ended 30 June 2023.   (30 June 2022: 5.71%)		The EPRA NTA per share at 30 June 2023 was 111.31 pence. Adding back dividends paid during the period of 2.73 pence per Ordinary Share to the EPRA NTA at 30 June 2023 results in an increase of 4.57%.   The Total Return since the IPO is 42.47% at 30 June 2023.

 

 

EPRA PERFORMANCE MEASURES

 

The table below shows additional performance measures, calculated in accordance with the Best Practices Recommendations of the European Public Real Estate Association (EPRA). We provide these measures to aid comparison with other European real estate businesses.

 

Full reconciliations of EPRA Earnings and NAV performance measures are included in Note 21 of the condensed Group interim financial statements and Notes 1 and 3 of the Unaudited Performance Measures, respectively. A full reconciliation of the other EPRA performance measures are included in the Unaudited Performance Measures section.

 

KPI AND DEFINITION	PURPOSE	PERFORMANCE
1. EPRA Earnings per share
EPRA Earnings per share excludes gains from fair value adjustment on investment properties that are included in the IFRS calculation for Earnings per share.	A measure of the Group's underlying operating results and an indication of the extent to which current dividend payments are supported by earnings.	2.18 pence per share for the six months ended 30 June 2023.   (30 June 2022: 2.43 pence)
2. EPRA Net Reinstatement Value (NRV) per share
The EPRA NRV adds back the purchasers' costs deducted from the IFRS valuation.	A measure that highlights the value of net assets on a long-term basis.	£479.6 million / 121.90 pence per share as at 30 June 2023.   £480.6 million / 119.31 pence per share as at 31 December 2022.
3. EPRA Net Tangible Assets (NTA)
The EPRA NTA is equal to IFRS NAV as there are no deferred tax liabilities or other adjustments applicable to the Group under the REIT regime.	A measure that assumes entities buy and sell assets, thereby crystallising certain levels of deferred tax liability.	£438.0 million / 111.31 pence per share as at 30 June 2023.   £439.3 million / 109.06 pence per share as at 31 December 2022.
4. EPRA Net Disposal Value (NDV)
The EPRA NDV provides a scenario where deferred tax, financial instruments, and certain other adjustments are calculated as to the full extent of their liability.	A measure that shows the shareholder value if assets and liabilities are not held until maturity.	£514.6 million / 130.79 pence per share as at 30 June 2023.   £510.1 million / 126.63 pence per share as at 31 December 2022.
5. EPRA Net Initial Yield (NIY)
Annualised rental income based on the cash rents passing at the statement of financial position date, less non-recoverable property operating expenses, divided by the market value of the property, increased with (estimated) purchasers' costs.	A comparable measure for portfolio valuations. This measure should make it easier for investors to judge for themselves how the valuation of a portfolio compares with others.	5.65% at 30 June 2023.   5.46% at 31 December 2022.
6. EPRA "Topped-Up" NIY
This measure incorporates 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).	The topped-up net initial yield is useful in that it allows investors to see the yield based on the full rent that is contracted at 30 June 2023.	5.68% at 30 June 2023.   5.51% at 31 December 2022.
7. EPRA Vacancy Rate
Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio.	A "pure" percentage measure of investment property space that is vacant, based on ERV.	0.34% at 30 June 2023.   0.00% at 31 December 2022.
8. EPRA Cost Ratio
Administrative and operating costs (including and excluding costs of direct vacancy) divided by gross rental income.	A key measure to enable meaningful measurement of the changes in the Group's operating costs.	20.13% at 30 June 2023.   21.09% at 31 December 2022.

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

The Audit Committee, which assists the Board with its responsibilities for managing risk, considers that the principal risks and uncertainties as presented on pages 67 to 71 of our 2022 Annual Report were unchanged during the period and will remain unchanged for the remaining six months of the financial year.

 

The Board undertakes a formal risk review, with the assistance of the Audit Committee twice a year to assess the principal risks and uncertainties. The Investment Manager on an ongoing basis has responsibility for identifying potential risks and escalating these in accordance with the risk management procedures.

 

DIRECTORS' RESPONSIBILITY STATEMENT

 

The Directors confirm that to the best of their knowledge this condensed set of financial statements has been prepared in accordance with UK-adopted International Accounting Standard (IAS) 34 and that the operating and financial review includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8 of the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority namely:

 

•          an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed financial statements and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

 

•          material related party transactions in the first six months of the financial year as disclosed in Note 18 and any material changes in the related party transactions disclosed in the 2022 Annual Report.

 

Shareholder information is as disclosed on the Triple Point Social Housing REIT plc website.

 

Approval

 

This Directors' responsibilities statement was approved by the Board of Directors and signed on its behalf by:

 

Chris Phillips

Chair

6 September 2023

 

 

 

 

GROUP FINANCIAL STATEMENTS

 

CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2023

 

		For the six months ended 30 June 2023		For the six months ended 30 June 2022		For the year ended 31 December 2022
		(unaudited)		(unaudited)		(audited)
	Note	£'000		£'000		£'000
Income
Rental income	4	19,576		18,208		37,300
Expected credit loss	4	(3,157)		(474)		(2,073)
Other income		-		110		110
Total income		16,419		17,844		35,337
Expenses
Directors' remuneration		(156)		(151)		(308)
General and administrative expenses		(1,446)		(1,361)		(2,854)
Management fees	5	(2,339)		(2,362)		(4,704)
Total expenses		(3,941)		(3,874)		(7,866)
Gain from fair value adjustment on investment properties	8	5,886		17,120		8,264
Operating profit		18,364		31,090		35,735
Finance income		29		16		56
Finance costs	6	(3,777)		(6,178)		(10,889)
Profit before tax		14,616		24,928		24,902
Taxation	7	-		-		-
Profit and total comprehensive income		14,616		24,928		24,902
IFRS Earnings per share - basic and diluted	21	3.65p		6.19p		6.18p

 

 

CONDENSED GROUP STATEMENT OF FINANCIAL POSITION

As at 30 June 2023

 

		30 June 2023		30 June 2022		31 December 2022
	Note	(unaudited)		(unaudited)		(audited)
		£'000		£'000		£'000
Assets
Non-current assets
Investment properties	8	665,422		668,348		667,713
Trade and other receivables	9	3,042		2,607		2,889
Total non-current assets		668,464		670,955		670,602
Current assets
Assets held for sale		7,871		640		-
Trade and other receivables	10	3,063		3,589		4,272
Cash, cash equivalents and restricted cash	11	23,843		41,636		30,139
Total current assets		34,777		45,865		34,411
Total assets		703,241		716,820		705,013
Liabilities
Current liabilities
Trade and other payables	12	2,556		3,944		3,120
Total current liabilities		2,556		3,944		3,120
Non-current liabilities
Other payables	13	1,522		1,518		1,520
Bank and other borrowings	14	261,178		261,051		261,088
Total non-current liabilities		262,700		262,569		262,608
Total liabilities		265,256		266,513		265,728
Total net assets		437,985		450,307		439,285
Equity
Share capital	15	3,940		4,033		4,033
Share premium reserve		203,753		203,753		203,753
Treasury shares reserve		(378)		(378)		(378)
Capital redemption reserve	15	93		-		-
Capital reduction reserve	15	155,359		160,394		160,394
Retained earnings		75,218		82,505		71,483
Total Equity		437,985		450,307		439,285
IFRS Net asset value per share - basic and diluted	22	111.31p		111.80p		109.06p

 

The Condensed Group Financial Statements were approved and authorised for issue by the Board on 6 September 2023 and signed on its behalf by:

 

Chris Phillips

Chair

6 September 2023

 

 

CONDENSED GROUP STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2023

 

For the six months ended 30 June 2023 (unaudited)	Note	Share capital £'000	Share premium reserve £'000	Treasury shares reserve £'000	Capital redemption reserve £'000	Capital reduction reserve £'000	Retained earnings £'000	Total equity £'000
Balance at 1 January 2023		4,033	203,753	(378)	-	160,394	71,483	439,285
Profit and total comprehensive income for the period		-	-	-	-	-	14,616	14,616
Transactions with owners
Dividends paid	16	-	-	-	-	-	(10,881)	(10,881)
Shares repurchased	15	(93)	-	-	93	(5,035)	-	(5,035)
Balance at 30 June 2023 (unaudited)		3,940	203,753	(378)	93	155,359	75,218	437,985

 

For the six months ended 30 June 2022 (unaudited)	Note	Share capital £'000	Share premium reserve £'000	Treasury shares reserve £'000	Capital redemption reserve £'000	Capital reduction reserve £'000	Retained earnings £'000	Total equity £'000
Balance at 1 January 2022		4,033	203,753	(378)	-	160,394	68,311	436,113
Profit and total comprehensive income for the period		-	-	-	-	-	24,928	24,928
Transactions with owners
Dividends paid	16	-	-	-	-	-	(10,734)	(10,734)
Balance at 30 June 2022 (unaudited)		4,033	203,753	(378)	-	160,394	82,505	450,307

 

For the year ended 31 December 2022 (audited)	Note	Share capital £'000	Share premium reserve £'000	Treasury shares reserve £'000	Capital redemption reserve £'000	Capital reduction reserve £'000	Retained earnings £'000	Total equity £'000
Balance at 1 January 2022		4,033	203,753	(378)	-	160,394	68,311	436,113
Profit and total comprehensive income for the period		-	-	-	-	-	24,902	24,902
Transactions with owners
Dividends paid	16	-	-	-	-	-	(21,730)	(21,730)
Balance at 31 December 2022 (audited)		4,033	203,753	(378)	-	160,394	71,483	439,285

 

 

 

CONDENSED GROUP STATEMENT OF CASH FLOWS

For the six months ended 30 June 2023

 

		For the six months ended 30 June 2023 (unaudited)		For the six months ended 30 June 2022 (unaudited)		For the year ended 31 December 2022 (audited)
	Note	£'000		£'000		£'000
Cash flows from operating activities
Profit before income tax		14,616		24,928		24,902
Adjustments for:
Expected Credit Loss		3,157		474		2,073
Gain from fair value adjustment on investment properties	8	(5,886)		(17,120)		(8,264)
Finance income		(29)		(16)		(56)
Finance costs	6	3,777		6,178		10,889
Operating results before working capital changes		15,635		14,444		29,544
Increase in trade and other receivables		(2,101)		(710)		(4,127)
(Decrease)/increase in trade and other payables		(402)		(294)		280
Net cash generated from operating activities		13,132		13,440		25,697
Cash flows from investing activities
Purchase of investment properties		147		(10,962)		(20,611)
Disposal proceeds from sale of assets		-		1,480		2,120
Restricted cash - released		-		-		133
Restricted cash - paid		-		-		(5)
Interest received		7		-		18
Net cash generated from/(used in) investing activities		154		(9,482)		(18,345)
Cash flows from financing activities
Ordinary Shares repurchased		(5,035)		-		-
Loan arrangement fees paid		(52)		(444)		(599)
Dividends paid	16	(10,881)		(10,734)		(21,730)
Interest paid		(3,614)		(3,614)		(7,226)
Net cash used in financing activities		(19,582)		(14,792)		(29,555)
Net decrease in cash and cash equivalents		(6,296)		(10,834)		(22,203)
Cash and cash equivalents at the beginning of the period		29,696		51,899		51,899
Cash and cash equivalents at the end of the period	11	23,400		41,065		29,696

 

 

NOTES TO THE CONDENSED GROUP INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

 

1.    CORPORATE INFORMATION

 

Triple Point Social Housing REIT plc (the "Company") is a Real Estate Investment Trust ("REIT") incorporated in England and Wales under the Companies Act 2006 as a public company limited by shares on 12 June 2017. The address of the registered office is 1 King William Street, London, United Kingdom, EC4N 7AF. The Company is registered as an investment company under section 833 of the Companies Act 2006 and is domiciled in the United Kingdom.

 

The principal activity of the Company is to act as the ultimate parent company of Triple Point Social Housing REIT plc and its subsidiaries (the "Group") and to provide shareholders with an attractive level of income, together with the potential for capital growth from investing in a portfolio of social homes.

 

2.    BASIS OF PREPARATION

 

These condensed Group interim financial statements for the six months ended 30 June 2023 have been prepared in accordance with IAS 34 "Interim Financial Reporting" and also in accordance with the measurement and recognition principles of UK-adopted international accounting standards. They do not include all of the disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2022 Annual Report.

 

The comparative figures for the financial year ended 31 December 2022 presented herein do not constitute the full statutory accounts within the meaning of section 434 of the Companies Act 2006. Those accounts have been reported on by the Group's auditors and delivered to the registrar of companies. The report of the auditor (i) was unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

 

The condensed Group interim financial statements for the six months ended 30 June 2023 have been reviewed by the Company's Auditor, BDO LLP, in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. The condensed Group interim financial statements are unaudited and do not constitute statutory accounts for the purposes of the Companies Act 2006.

 

The condensed Group interim financial statements have been prepared on a historical cost basis, as modified for the Group's investment properties, which have been measured at fair value. Gains or losses arising from changes in fair values are included in profit or loss.

 

The Group has applied the same accounting policies and method of computation in these condensed Group interim financial statements as in its 2022 annual financial statements and are expected to be consistently applied during the year ending 31 December 2023. At the date of authorisation of these financial statements, there were a number of standards and interpretations which were in issue but not yet effective. The Group has assessed the impact of these amendments and has determined that the application of these amendments and interpretations in current and future periods will not have a significant impact on the financial statements.

 

2.1.    Going concern

 

The Group benefits from a secure income stream from long leases which are not overly reliant on any one tenant and present a well-diversified risk. The Directors have reviewed the Group's forecast which show the expected annualised rental income exceeds the expected operating costs of the Group. 88.1% of rental income due and payable for the six months ended 30 June 2023 has been collected, rent arrears are predominantly attributable to two Approved Providers, My Space Housing Solutions and Parasol Homes. 

 

The Directors believe that the Group is still well placed to manage its financing and other business risks and that the Group will remain viable, continuing to operate and meet its liabilities as they fall due. During the period, Fitch Ratings Limited assigned the Company an investment Long-Term Issuer Default Rating 'A-' with a stable outlook and a senior secured rating of 'A' for the Group's existing loan notes.

 

The Directors have performed an assessment of the ability of the Group to continue as going concern, for a period of at least 12 months from the date these condensed Group interim financial statements have been authorised for issue. The Directors have considered the expected obligations of the Group for the next 12 months and are confident that all will be met.

 

The Directors have also considered the financing provided to the Group. Norland Estates Limited and TP REIT Propco 2 Limited have bank facilities with MetLife and MetLife and Barings respectively. TP REIT Propco 5 Limited's Revolving Credit Facility (RCF) with Lloyds and Natwest was cancelled in December 2022. Prior to cancellation the facility was undrawn.

 

The loans secured by Norland Estates Limited and TP REIT Propco 2 Limited are subject to asset cover ratio covenants and interest cover ratio covenants which can be found in the table below. The Directors have also considered reverse stress testing and the circumstances that would lead to a covenant breach. Given the level of headroom, the Directors are of the view that the risk of scenarios materialising that would lead to a breach of the covenants is remote.

 

	Norland Estates Limited	TP REIT Propco 2 Limited
Asset Cover Ratio (ACR)
Asset Cover Ratio Covenant	x2.00	x1.67
Asset Cover Ratio at 30 June 2023	x2.77	x2.04
Blended Net initial yield	5.60%	5.85%
Headroom (yield movement)	201bps	120bps
Interest Cover Ratio (ICR)
Interest Cover Ratio Covenant	1.75x	1.75x
Interest Cover Ratio at 30 June 2023	4.42x	4.07x
Headroom (rental income movement)	60%	51%

 

Under the downside model the forecasts have been stressed to show the effect of some Care Providers ceasing to pay their voids liability, and as a result Approved Providers defaulting under some of the Group's leases.  Under the downside model the Group will be able to settle its liabilities for a period of at least 12 months from the date these condensed Group interim financial statements have been authorised for issue. As a result of the above, the Directors are of the opinion that the going concern basis adopted in the preparation of the condensed Group interim financial statements is appropriate.

 

The Group has no short or medium term refinancing risk given the 10.1 year average maturity of its long term debt facilities with MetLife and Barings, the first of which expires in June 2028, and which are fully fixed at an all-in weighted average rate of 2.74%.

 

Based on the forecasts prepared and the intentions of the Group, the Directors consider that the Group will be able to settle its liabilities for a period of at least 12 months from the date these condensed Group interim financial statements have been authorised for issue and therefore has prepared these condensed Group interim financial statements on the going concern basis.

 

2.2 Reporting period

 

These condensed Group interim financial statements have been prepared for the six months ended 30 June 2023. The comparative periods are the six months ended 30 June 2022 and the year ended 31 December 2022.

 

2.3 Currency

 

The Group's financial information is presented in Sterling which is also the Group's functional currency.

 

3.    SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

 

In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. In the Directors' view, there have been no significant changes since the annual report for the year ended 31 December 2022, to the extent of estimation uncertainty, key assumptions or valuation techniques relating to investment properties as a result of the current macroeconomic environment. Further details can be found in note 8.

 

3.1 Expected Credit Losses (ECL)

 

The Group recognised an additional ECL provision of £3.2 million in the current period (30 June 2022 - £0.5 million, 31 Dec 2022 - £2.1 million) resulting in a total ECL provision of £5.2 million as at 30 June 2023 (30 June 2022 - £0.5 million, 31 Dec 2022 - £2.1 million) which relates to rental arrears for two of the Group's Approved Providers. A default probability for each of the two Approved Providers, representing the estimated percentage likelihood of them paying outstanding rent due at 30 June 2023, was determined based on their latest known financial position and any repayment plans that had been agreed or discussed. For each provider the estimated percentage probability of receiving unpaid rent has been multiplied by the rental arrears as at the statement of financial position date. These two figures have been aggregated to arrive at the ECL provision.

 

4.    RENTAL INCOME

 

	For the six months ended 30 June 2023		For the six months ended 30 June 2022		For the year ended 31 December 2022
	(unaudited)		(unaudited)		(audited)
	£'000		£'000		£'000
Rental income - freehold assets	18,415		17,131		35,087
Rental income - leasehold assets	1,161		1,077		2,213
	19,576		18,208		37,300
Expected credit loss	(3,157)		(474)		(2,073)

 

The lease agreements between the Group and the Approved Providers are fully repairing and insuring leases. The Approved Providers are responsible for the settlement of all present and future rates, taxes, costs and other impositions payable in respect of the properties. As a result, no direct property expenses were incurred by the Group.

 

All rental income arose within the United Kingdom.

 

The expected loss rates are based on the Group's credit losses which started to occur during the year ended 31 December 2022 for the first time since IPO. The expected loss rates are then adjusted for current and forward-looking information affecting the Group's tenants. The ECL provision during the period of £3.2 million includes £1.0 million relating to unpaid rent for the year ended 31 December 2022 reflecting the increase in the expected credit loss from the continued partial non-payment of rent due by two of the Group's tenants.

 

5.    MANAGEMENT FEES

 

	For the six months ended 30 June 2023		For the six months ended 30 June 2022		For the year ended 31 December 2022
	(unaudited)		(unaudited)		(audited)
	£'000		£'000		£'000
Management fees	2,339		2,362		4,704
	2,339		2,362		4,704

 

On 20 July 2017 Triple Point Investment Management LLP 'TPIM' was appointed as the delegated investment manager of the Company by entering into the property management services and delegated portfolio management agreement. Under this agreement the delegated investment manager will advise the Company and provide certain management services in respect of the property portfolio. A Deed of Variation was signed on 23 August 2018. This defined cash balances in the Net Asset Value calculation in respect of the management fee as "positive uncommitted cash balances after deducting any borrowings".

 

The management fee is an annual management fee which is calculated quarterly in arrears based upon a percentage of the last published Net Asset Value of the Group (not taking into account uncommitted cash balances after deducting borrowings) as at 31 March, 30 June, 30 September and 31 December in each year on the following basis with effect from Admission:         

                                               

(a)       on that part of the Net Asset Value up to and including £250 million, an amount equal to 1% of such part of the Net Asset Value;                                                         

(b)       on that part of the Net Asset Value over £250 million and up to and including £500 million, an amount equal to 0.9% of such part of the Net Asset Value;                                                               

(c)       on that part of the Net Asset Value over £500 million and up to and including £1 billion, an amount equal to 0.8% of such part of the Net Asset Value; and                                       

(d)       on that part of the Net Asset Value over £1 billion, an amount equal to 0.7% of such part of the Net Asset Value.

 

Management fees of £2,339,000 were chargeable by TPIM during the six months ended 30 June 2023 (six months ended 30 June 2022 - £2,362,000, year ended 31 December 2022 - £4,704,000). At the period end, £1,156,000 was due to TPIM (30 June 2022 - £1,187,000, 31 December 2022 - £1,159,000).

 

By two agreements dated 30 June 2020, the Company appointed TPIM as its Alternative Investment Fund Manager by entering into an Alternative Investment Fund Management Agreement and (separately) documented TPIM's continued appointment as the provider of portfolio and property management services by entering into an Investment Management Agreement.

 

6.    FINANCE COSTS

 

	For the six months ended 30 June 2023		For the six months ended 30 June 2022		For the year ended 31 December 2022
	(unaudited)		(unaudited)		(audited)
	£'000		£'000		£'000
Interest payable on bank borrowings	3,609		3,609		7,218
Amortisation of loan arrangement fees	141		562		1,006
Written off loan arrangement fees	-		1,986		2,619
Head lease interest expense	22		15		37
Total finance cost for financial liabilities not held at fair value through profit or loss	3,772		6,172		10,880
Bank charges	5		6		9
Total finance costs	3,777		6,178		10,889

 

Written off loan arrangement fees relate to the Lloyds and NatWest loan facility that was reduced and subsequently cancelled during the year ended 31 December 2022, all remaining unamortised loan arrangement fees were written off.

 

7.    TAXATION

 

As a UK REIT, the Group is exempt from corporation tax on the profits and gains from its property investment business, provided it meets certain conditions as set out in the UK REIT regulations. For the six months ended 30 June 2023, the Group did not have any non-qualifying profits and accordingly there is no tax charge in the period. If there were any non-qualifying profits and gains, these would be subject to corporation tax.

 

It is assumed that the Group will continue to be a group UK REIT for the foreseeable future, such that deferred tax has not been recognised on temporary differences relating to the property rental business.

 

8.    INVESTMENT PROPERTIES

 

					Operational assets £'000
As at 1 January 2023					667,713
Acquisitions and additions*					(308)
Fair value adjustment**					5,886
Movement in head lease ground rent liability					2
Reclassified to assets held for sale***					(7,871)
As at 30 June 2023 (unaudited)					665,422
As at 1 January 2022					641,293
Acquisitions and additions*					11,543
Fair value adjustment**					24,085
Movement in head lease ground rent liability					(4)
Disposals				-	(7,075)
Reclassified to assets held for sale					(1,494)
As at 30 June 2022 (unaudited)					668,348
As at 1 January 2022					641,293
Acquisitions and additions*					19,752
Fair value adjustment**					15,239
Movement in head lease ground rent liability					(2)
Disposals					(8,569)
As at 31 December 2022 (audited)					667,713

 

*Additions in the table above differs to the total investment cost of new properties in the period in the front end due to retentions no longer payable which were credited to Investment Property additions.

 

**Gain from fair value adjustment on investment properties in the condensed Group statement of comprehensive income is net of the loss from fair value adjustment on assets held for sale of £nil (six months ended 30 June 2022- £0.87 million, year ended 31 December 2022 - £0.88 million) and loss on disposal of assets of £nil (six months ended 30 June 2022- loss of £6.1 million, year ended 31 December 2022 - loss of £6.1 million).

 

***4 Assets with fair value of £7.87 million have been reclassified as assets held for sale during the period. See note 19 for further details.

 

Reconciliation to independent valuation:

 

	30 June 2023		30 June 2022		31 December 2022
	£'000		£'000		£'000
Investment property valuation	667,237		669,574		669,077
Fair value adjustment - head lease ground rent	1,462		1,458		1,460
Fair value adjustment - lease incentive debtor	(3,277)		(2,684)		(2,824)
	665,422		668,348		667,713

 

The carrying value of leasehold properties at 30 June 2023 was £40.8 million (30 June 2022 - £36.0 million, 31 December 2022 - £40.1 million). The investment property valuation above excludes the fair value of the assets held for sale at the end of each reporting period.

 

In accordance with "IAS 40: Investment Property", the Group's investment properties have been independently valued at fair value by Jones Lang LaSalle Limited ("JLL"), an accredited external valuer with recognised and relevant professional qualifications. JLL provide their fair value of the Group's investment property portfolio every three months.

 

JLL were appointed as external valuer by the Board on 11 December 2017. The proportion of the total fees payable by the Company to JLL's total fee income is minimal. Additionally, JLL has a rotation policy in place whereby the signatories on the valuations rotate after seven years.

 

% Key Statistics

 

The metrics below are in relation to the total investment property portfolio held by the Group, including assets held for sale.

 

Portfolio Metrics	30 June 2023		30 June 2022		31 December 2022
Capital Deployed (£'000)*	581,735		573,517		581,647
Number of Properties***	497		493		497
Number of Tenancies	394		391		395
Number of Approved Providers	27		26		27
Number of Local Authorities	153		151		153
Number of Care Providers	123		121		123
Average NIY**	5.69%		5.28%		5.49%

 

*calculated excluding acquisition costs

**calculated using IAS 40 valuations (excluding forward funding acquisitions)

***4 out of these 497 properties are classified as assets held for sale at 30 June 2023

 

Regional exposure

 

	30 June 2023		30 June 2022		31 December 2022
Region	*Cost £'000	% of funds invested	*Cost £'000	% of funds invested	*Cost £'000	% of funds invested
North West	115,063	19.8	115,042	20.1	115,042	19.8
West Midlands	94,760	16.3	92,794	16.2	94,790	16.3
Yorkshire	86,293	14.8	85,021	14.8	86,293	14.8
East Midlands	69,429	11.9	64,589	11.3	69,429	11.9
South East	54,848	9.4	54,799	9.6	54,799	9.4
North East	51,986	9.0	51,988	9.1	51,986	9.0
London	49,626	8.5	49,555	8.6	49,579	8.5
South West	27,466	4.7	27,466	4.8	27,466	4.7
East	23,704	4.1	23,703	4.1	23,703	4.1
Scotland	5,900	1.0	5,900	1.0	5,900	1.0
Wales	2,660	0.5	2,660	0.4	2,660	0.5
Total	581,735	100.0	573,517	100.0	581,647	100.0

*excluding acquisition costs

 

Fair value hierarchy

 

	Date of valuation	Total	Quoted prices in active markets (Level 1)	Significant observable inputs (Level 2)	Significant unobservable inputs (Level 3)
		£'000	£'000	£'000	£'000
Assets measured at fair value: Investment properties	30 June 2023	665,422	-	-	665,422
Investment properties	30 June 2022	668,348	-	-	668,348
Investment properties	31 December 2022	667,713	-	-	667,713

 

There have been no transfers between Level 1 and Level 2 during the period, nor have there been any transfers between Level 2 and Level 3 during the period.

 

The valuations have been prepared in accordance with the RICS Valuation - Professional Standards (incorporating the International Valuation Standards) by JLL, one of the leading professional firms engaged in the social housing sector.

 

As noted previously all of the Group's investment properties are reported as Level 3 in accordance with IFRS 13 where external inputs are "unobservable" and value is the Directors' best estimate, based upon advice from relevant knowledgeable experts.

 

In this instance, the determination of the fair value of investment properties requires an examination of the specific merits of each property that are in turn considered pertinent to the valuation.

 

These include i) the regulated social housing sector and demand for the facilities offered by each Specialised Supported Housing (SSH) property owned by the Group; ii) the particular structure of the Group's transactions where vendors, at their own expense,  meet  the majority of the refurbishment costs of each property and certain purchase costs; iii) detailed financial analysis with discount rates supporting the carrying value of each property; iv) underlying rents for each property being subject to independent benchmarking and adjustment where the Group considers them too high (resulting  in a price reduction for the purchase or withdrawal from the transaction); and v) a full repairing and insuring lease with annual indexation based on CPI or CPI+1% and effectively 25 years outstanding, in most cases with a Housing Association itself regulated by the Regulator of Social Housing.

 

Descriptions and definitions relating to valuation techniques and key unobservable inputs made in determining fair values are as follows:

 

Valuation techniques: Discounted cash flows

 

The discounted cash flows model considers the present value of net cash flows to be generated from the properties, taking into account the expected rental growth rate and lease incentive costs such as rent-free periods. The expected net cash flows are then discounted using risk-adjusted discount rates.

 

There are two main unobservable inputs that determine the fair value of the Group's investment properties: 

 

1.    The rate of inflation as measured by CPI; it should be noted that all leases benefit from either CPI or RPI indexation; and

2.    The discount rate applied to the rental flows.

 

Key factors in determining the discount rates to assess the level of uncertainty applied include the performance of the regulated social housing sector and demand for each specialist supported housing property owned by the Group, costs of acquisition and refurbishment of each property, the anticipated  future underlying cash flows for each property, benchmarking of each underlying rent for each property (passing rent), and the fact that all of the Group's properties have the benefit of full repairing and insuring leases entered into by a Housing Association.

 

All of the properties within the Group's portfolio benefit from leases with annual indexation based upon CPI or RPI. The fair value measurement is based on the above items, highest and best use, which does not differ from their actual use.

 

Sensitivities of measurement of significant unobservable inputs

 

The Group's property portfolio valuation is open to judgements and is inherently subjective by nature. The estimates and associated assumptions have a significant risk of causing a material adjustment to the carrying amounts of investment properties. The valuation is based upon assumptions including future rental income (with growth in relation to inflation) and the appropriate discount rate.

 

As a result, the following sensitivity analysis has been prepared:

 

Key unobservable inputs - discount rate and inflation:

 

The average discount rate used in the Group's property portfolio valuation is 7.20% (30 June 2022 - 6.63%, 31 December 2022 - 6.82%).

 

The range of discount rates used in the Group's property portfolio valuation is from 6.5% to 9.8%. (30 June 2022 - 6.2% to 8.1%, 31 December 2022 - 6.2% to 8.6%).

 

For the purposes of the valuation, CPI and RPI is assumed to increase by 2% per annum and 2.5% per annum respectively over the term of the relevant leases.

 

	-0.5% change in	+0.5% change in		+0.25% change in	-0.25% change in
	Discount Rate	Discount Rate		CPI	CPI
	£'000	£'000		£'000	£'000
Changes in the IFRS fair value of investment properties as at 30 June 2023	39,438	(35,994)		20,296	(19,425)
Changes in the IFRS fair value of investment properties as at 30 June 2022	42,290	(38,417)		21,597	(20,635)
Changes in the IFRS fair value of investment properties as at 31 December 2022	40,552		(36,941)	21,037	(20,207)

 

The valuations have not been influenced by climate related factors due to there being little measurable impact on inputs at present.

 

9.    TRADE AND OTHER RECEIVABLES (non-current)

 

	30 June 2023 (unaudited)		30 June 2022 (unaudited)		31 December 2022 (audited)
	£'000		£'000		£'000
Lease incentive debtor	2,876		2,430		2,717
Other receivables	166		177		172
	3,042		2,607		2,889

 

The Directors consider that the carrying value of trade and other receivables approximate their fair value. All amounts are due to be received in more than one year from the reporting date.

 

10.  TRADE AND OTHER RECEIVABLES (current)

 

	30 June 2023 (unaudited)		30 June 2022 (unaudited)		31 December 2022 (audited)
	£'000		£'000		£'000
Rent receivable	2,184		2,334		3,209
Lease incentive debtor	401		254		107
Prepayments	117		831		174
Other receivables	361		170		782
	3,063		3,589		4,272

 

The Directors consider that the carrying value of trade and other receivables approximate their fair value. All amounts are due to be received within one year from the reporting date.

 

The Group applies the general approach in providing for expected credit losses under IFRS 9 for other receivables. Where the credit loss relates to revenue already recognised in the statement of comprehensive income, the expected credit loss allowance is recognised in the Statement of Comprehensive Income. Expected credit losses totalling £3.157 million (30 June 2022 - £0.474 million, 31 December 2022 - £2.073 million) were charged to the Statement of Comprehensive Income in the period.

 

11.  CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

	30 June 2023		30 June 2022		31 December 2022
	(unaudited)		(unaudited)		(audited)
	£'000		£'000		£'000
Cash at bank	23,370		39,927		29,152
Restricted cash	443		571		443
Cash held by lawyers	30		43		544
Ring-fenced cash	-		1,095		-
	23,843		41,636		30,139

 

Cash held by lawyers is money held in escrow for retention releases and SDLT reclaimed from HMRC. These funds are available immediately on demand.

 

Restricted cash represents retention money (held by lawyers only) in relation to repair, maintenance and improvement works by the vendors to bring the properties up to satisfactory standards for the Group and the tenants. The cash is committed on the acquisition of the properties. It also includes funds held in an escrow account in relation to the lease transferred in 2020.

 

	30 June 2023		30 June 2022		31 December 2022
	(unaudited)		(unaudited)		(audited)
	£'000		£'000		£'000
Total cash, cash equivalents and restricted cash	23,843		41,636		30,139
Restricted cash	(443)		(571)		(443)
Cash reported on Statement of Cash Flows	23,400		41,065		29,696

 

 

12.  TRADE AND OTHER PAYABLES

 

	30 June 2023 (unaudited)		30 June 2022 (unaudited)		31 December 2022 (audited)
	£'000		£'000		£'000
Trade payables	36		25		37
Accruals	1,982		1,930		2,014
Head lease ground rent	40		40		40
Other creditors	498		1,949		1,029
	2,556		3,944		3,120

 

The Other Creditors balance consists of retentions due on completion of outstanding works and on the rebate of SDLT refunds. The Directors consider that the carrying value of trade and other payables approximate their fair value. All amounts are due for payment within one year from the reporting date.

 

13.  OTHER PAYABLES

 

	30 June 2023 (unaudited)		30 June 2022 (unaudited)		31 December 2022 (audited)
	£'000		£'000		£'000
Head lease ground rent	1,422		1,418		1,420
Rent deposit	100		100		100
	1,522		1,518		1,520

 

14.  BANK AND OTHER BORROWINGS

 

	30 June 2023 (unaudited)		30 June 2022 (unaudited)		31 December 2022 (audited)
	£'000		£'000		£'000
Bank and other borrowings drawn at period end	263,500		263,500		263,500
Unamortised costs at beginning of period	(2,411)		(4,798)		(4,798)
Less: loan issue costs incurred	(52)		(30)		(131)
Add: loan issue costs written off	-		2,085		2,085
Add: loan issue costs amortised	141		294		433
Unamortised costs at period end	(2,322)		(2,449)		(2,412)
Balance at period end	261,178		261,051		261,088

 

The amortisation of loan arrangement fees in note 6 differs to the amounts in the table above as the latter excludes amounts in relation to the undrawn cancelled RCF which amount to £nil (six months ended 30 June 2022 - £268k, year ended 31 December 2022 - £573k).

 

At 30 June 2023 there were undrawn bank borrowings of £nil (30 June 2022 - £50 million, 31 December 2022 - £nil).

 

As at 30 June 2023, the Group's borrowings comprised two debt facilities:

 

•          a long dated, fixed rate, interest only financing arrangement in the form of a private placement of loan notes in an amount of £68.5 million with MetLife Investment Management (and affiliated funds); and

 

•          £195 million long dated, fixed rate, interest only sustainability-linked loan notes through a private placement with MetLife Investment Management clients and Barings.

 

The Group also had access to £50 million Revolving Credit Facility (RCF) with Lloyds and NatWest during the prior year which was cancelled in December 2022. Prior to being cancelled, the facility was undrawn.

 

Loan Notes

The Loan Notes of £68.5 million are secured against a portfolio of specialist supported housing assets throughout the UK, worth approximately £187.8 million (30 June 2022 - £193 million, 31 December 2022 - £189 million). The Loan Notes represent a loan-to-value of 40% of the value of the secured pool of assets on inception of the Loan Notes  and are split into two tranches: Tranche-A, is an amount of £41.5 million, has a term of 10 years from utilisation and is priced at an all-in coupon of 2.94% pa; and Tranche-B, is an amount of £27.0 million, has a term of 15 years from utilisation and is priced at an all-in coupon of 3.215% pa. On a blended basis, the weighted average term is 12 years carrying a weighted average fixed rate coupon of 3.04% pa. At 30 June 2023, the Loan Notes have been independently valued at £54.1 million which has been used to calculate the Group's EPRA Net Disposal Value in note 2 of the Unaudited Performance Measures. The fair value is determined by comparing the discounted future cash flows using the contracted yields with the reference gilts plus the margin implied. The reference gilts used were the Treasury 4.723% 2028 Gilt (Tranche A) and Treasury 4.314% 2033 Gilt (Tranche B), with an implied margin that is unchanged since the date of fixing.

 

In August 2021, the Group put in place Loan Notes of £195 million which enabled the Group to refinance the full £130 million previously drawn under its £160 million RCF with Lloyds and Natwest. The Loan Notes are secured against a portfolio of specialist supported housing assets throughout the UK, worth approximately £397.5 million. The Loan Notes represent a loan-to-value of 40% of the value of the secured pool of assets on inception of the Loan Notes and are split into two tranches: Tranche-A, is an amount of £77.5 million, has a term of 10 years from utilisation and is priced at an all-in coupon of 2.403% pa; and Tranche-B, is an amount of £117.5 million, has a term of 15 years from utilisation and is priced at an all-in coupon of 2.786% pa. On a blended basis, the weighted average term is 13 years carrying a weighted average fixed rate coupon of 2.634% pa. At 30 June 2023, the Loan Notes have been independently valued at £130.5 million which has been used to calculate the Group's EPRA Net Disposal Value in note 2 of the Unaudited Performance Measures. The fair value is determined by comparing the discounted future cash flows using the contracted yields with the reference gilts plus the margin implied. The reference gilts used were the Treasury 4.383% 2031 Gilt (Tranche A) and Treasury 4.425% 2036 Gilt (Tranche B), with an implied margin that is unchanged since the date of fixing.

 

The valuation of these loans are considered to be a Level 2 fair value measurement for the purposes of the EPRA Net Disposal Value.

 

The Group has complied with all the financial covenants related to the above loans throughout the period.

 

Undrawn committed bank facilities - maturity profile

	Total		< 1 year		1 to 2 years		3 to 5 years		> 5 years
	£'000		£'000		£'000		£'000		£'000
At 30 June 2023	-		-		-		-		-
At 30 June 2022	50,000		-		50,000		-		-
At 31 December 2022	-		-		-		-		-

 

 

 

15.  CAPITAL REDUCTION RESERVE

 

	30 June 2023 (unaudited)		30 June 2022 (unaudited)		31 December 2022 (audited)
	£'000		£'000		£'000
Balance at beginning of period	160,394		160,394		160,394
Share buybacks	(5,035)		-		-
Balance at end of period	155,359		160,394		160,394

 

The capital reduction reserve is a distributable reserve that was created on the cancellation of share premium. 

 

Between 19 April 2023 and 12 June 2023 the Company repurchased 9,322,512 shares at an average price of 52.6 pence per share.

 

CAPITAL REDEMPTION RESERVE

 

	30 June 2023 (unaudited)		30 June 2022 (unaudited)		31 December 2022 (audited)
	£'000		£'000		£'000
Original share repurchased & cancelled	93		-		-
Balance at end of period	93		-		-

 

The Capital Redemption Reserve is the nominal value of the shares cancelled from the share buybacks.

 

16.  DIVIDENDS

 

	For the six months ended 30 June 2023		For the six months ended 30 June 2022		For the year ended 31 December 2022
	(unaudited)		(unaudited)		(audited)
	£'000		£'000		£'000
1.3p for the 3 months to 31 December 2021 paid on 25 March 2022	-		5,236		5,236
1.365p for the 3 months to 31 March 2022 paid on 24 June 2022	-		5,498		5,498
1.365p for the 3 months to 30 June 2022 paid on 30 September 2022	-		-		5,498
1.365p for the 3 months to 30 September 2022 paid on 16 December 2022	-		-		5,498
1.365p for the 3 months to 31 December 2022 paid on 29 March 2023	5,498		-		-
1.365p for the 3 months to 31 March 2023 paid on 30 June 2023	5,383		-		-
	10,881		10,734		21,730

 

On 6 September 2023 the Company declared an interim dividend of 1.365 pence per Ordinary Share for the period 1 April 2023 to 30 June 2023. The total dividend of £5,370,000 will be paid on 29 September 2023 to Ordinary shareholders on the register on 15 September 2023.

 

The Company intends to pay dividends to shareholders on a quarterly basis and in accordance with the requirements of the REIT regime. Dividends are not payable in respect of the Treasury shares held by the Company.

 

17.  SEGMENTAL INFORMATION

 

All of the Group's properties are engaged in a single segment business with all revenue, assets and liabilities arose in the UK, therefore, no geographical segmental analysis is required by IFRS 8 for the reasons provided in the 31 December 2022 Annual Report.

 

18.  RELATED PARTY DISCLOSURE

 

Directors

 

Cecily Davis was appointed as a new director on 23 May 2023 and Paul Oliver resigned as a director on 30 June 2023. Directors are remunerated for their services at such rate as the Directors shall from time to time determine. The Chairman receives a director's fee of £75,000 per annum (30 June 2022 - £75,000, 31 December 2022 - £75,000), and the other Directors of the Board receive a fee of £50,000 (30 June 2022 - £50,000, 31 December 2022 - £50,000) per annum. The Directors are also entitled to an additional fee of £7,500 in connection with the production of every prospectus by the Company. No prospectus was produced in the year ended 31 December 2022 nor in the current period.

 

Dividends of the following amounts were paid to the Directors during the period:

 

Chris Phillips:	£1,498 (30 June 2022 - £1,462, 31 December 2022 - £2,960)
Peter Coward:	£2,186 (30 June 2022 - £2,103, 31 December 2022 - £4,266)
Paul Oliver:	£2,129 (30 June 2022 - £2,078, 31 December 2022 - £4,206)
Tracey Fletcher-Ray:	£1,030 (30 June 2022 - £1,006, 31 December 2022 - £2,036)

 

No shares were held by Cecily Davis & Ian Reeves as at 30 June 2023 (31 December 2022 and 30 June 2022: nil).

 

19.  POST BALANCE SHEET EVENTS

 

Sale of assets held for sale

 

On 31 August 2023, the Company sold the assets held for sale for consideration of £7,586,600, resulting in a loss of £284,000 on valuation as at the financial position date.

 

Creditor Agreement

In August we agreed a creditor agreement with Parasol (9.2% of our Group revenues) which sets a minimum level for monthly rent payments over the next six months post the current interim period. At the end of the six-month agreement, full rent becomes due again.

 

Dividends

On 6 September 2023, the Company declared an interim dividend of 1.365 pence per Ordinary Share for the period 1 April 2023 to 30 June 2023. The total dividend of £5,370,000 will be paid on 29 September 2023 to Ordinary shareholders on the register on 15 September 2023.

 

20.  CAPITAL COMMITMENTS

 

The Group does not have capital commitments in both the prior year and the current period.

 

21.  EARNINGS PER SHARE

 

Earnings per share ("EPS") amounts are calculated by dividing profit for the period attributable to ordinary equity holders of the Company by the weighted average number of Ordinary Shares in issue during the period. As there are no dilutive instruments outstanding, both basic and diluted earnings per share are the same.

 

The calculation of basic and diluted earnings per share is based on the following:

 

	For the six months ended 30 June 2023		For the six months ended 30 June 2022		For the year ended 31 December 2022
	(unaudited)		(unaudited)		(audited)
	£'000		£'000		£'000
Calculation of Basic Earnings per share
Net profit attributable to ordinary shareholders (£'000)	14,616		24,928		24,902
Weighted average number of ordinary shares (including treasury shares)	400,608,159		402,789,002		402,789,002
IFRS Earnings per share - basic and diluted	3.65p		6.19p		6.18p

 

Calculation of EPRA Earnings per share

 

	For the six months ended 30 June 2023		For the six months ended 30 June 2022		For the year ended 31 December 2022
	(unaudited)		(unaudited)		(audited)
	£'000		£'000		£'000
Net profit attributable to ordinary shareholders (£'000)	14,616		24,928		24,902
Changes in value of fair value of investment properties (£'000)	(5,886)		(17,120)		(8,264)
One-off write-off of loan arrangement fees on cancelled RCF (£'000)	-		1,986		2,619
EPRA earnings (£'000)	8,730		9,794		19,257
Non cash adjustments to include:
Amortisation of loan arrangement fees (£'000)	141		562		1,006
Adjusted earnings (£'000)	8,871		10,356		20,263
Weighted average number of ordinary shares (including treasury shares)	400,608,159		402,789,002		402,789,002
EPRA Earnings per share - basic and diluted	2.18p		2.43p		4.78p
Adjusted earnings per share - basic and diluted	2.21p		2.57p		5.03p

 

Adjusted earnings is a performance measure used by the Board to assess the Group's dividend payments. The metric adjusts EPRA earnings for the amortisation of loan arrangement fees. The Board sees this adjustment as a reflection of actual cashflows which are supportive of dividend payments. The Board compares the adjusted earnings to the available distributable reserves when considering the level of dividend to pay.

 

For this EPRA measure and proceeding EPRA measures, please refer to explanations and definitions of the EPRA performance measures that can be found below.

 

22.  NET ASSET VALUE PER SHARE

 

Basic Net Asset Value per share is calculated by dividing net assets in the Condensed Group Statement of Financial Position attributable to Ordinary equity holders of the Company by the number of Ordinary Shares outstanding at the end of the period. Although there are no dilutive instruments outstanding, both basic and diluted NAV per share are disclosed below.

 

Net asset values have been calculated as follows:

	30 June 2023		30 June 2022		31 December 2022
	(unaudited)		(unaudited)		(audited)
Net assets at end of period (£'000)	437,985		450,307		439,285
Shares in issue at end of period (excluding shares held in treasury)	393,466,490		402,789,002		402,789,002
IFRS NAV per share - basic and dilutive	111.31p		111.80p		109.06p

 

23.  UNAUDITED PERFORMANCE MEASURES

 

1.   EPRA Net Reinstatement Value

 

	30 June 2023		30 June 2022		31 December 2022
IFRS NAV/EPRA NAV (£'000)	437,985		450,307		439,285
Include:
Real Estate Transfer Tax* (£'000)	41,638		41,361		41,283
EPRA Net Reinstatement Value (£'000)	479,623		491,668		480,568
Fully diluted number of shares	393,466,490		402,789,002		402,789,002
EPRA Net Reinstatement value per share	121.90p		122.07p		119.31p

 

* Purchaser's costs

 

2.   EPRA Net Disposal Value

 

	30 June 2023		30 June 2022		31 December 2022
IFRS NAV/EPRA NAV (£'000)	437,985		450,307		439,285
Include:
Fair value of debt* (£'000)	76,635		39,192		70,774
EPRA Net Disposal Value (£'000)	514,620		489,499		510,059
Fully diluted number of shares	393,466,490		402,789,002		402,789,002
EPRA Net Disposal Value per share**	130.79p		121.53p		126.63p

 

* Difference between interest-bearing loans and borrowings included in Condensed Group statement of financial position at amortised cost, and the fair value of interest-bearing loans and borrowings.

 

** Equal to the EPRA NNNAV disclosed in previous reporting periods.

 

3.   EPRA NTA

 

	30 June 2023		30 June 2022		31 December 2022
IFRS NAV/EPRA NAV (£'000)	437,985		450,307		439,285
EPRA NTA (£'000)	437,985		450,307		439,285
Fully diluted number of shares	393,466,490		402,789,002		402,789,002
EPRA NTA per share *	111.31p		111.80p		109.06p

 

*Equal to IFRS NAV and previous EPRA NAV metric as none of the EPRA Net Tangible Asset adjustments are applicable as at 30 June 2022, 31 December 2022 or 30 June 2023.

 

4.   EPRA net initial yield (NIY) and EPRA "topped up" NIY

 

	30 June 2023		30 June 2022		31 December 2022
	£'000		£'000		£'000
Investment Properties - wholly owned (excluding head lease ground rents)	663,960		666,890		666,253
Assets held for sale	7,871		-		-
Less: development properties	-		-		-
Completed property portfolio	671,831		666,890		666,253
Allowance for estimated purchasers' costs	41,638		41,361		41,283
Gross up completed property portfolio valuation	713,469		708,251		707,536
Annualised passing rental income	40,299		37,416		38,626
Property outgoings	-		-		-
Annualised net rents	40,299		37,416		38,626
Contractual increases for lease incentives	244		79		349
Topped up annualised net rents	40,543		37,495		38,975
EPRA NIY	5.65%		5.28%		5.46%
EPRA Topped Up NIY	5.68%		5.29%		5.51%

 

5.   Ongoing Charges Ratio

 

	30 June 2023		30 June 2022		31 December 2022
	£'000		£'000		£'000
Annualised ongoing charges	7,151		6,960		7,018
Average undiluted net assets	438,635		443,210		437,699
Ongoing charges	1.63%		1.57%		1.60%

 

6.   EPRA Vacancy Rate

 

	30 June 2023		30 June 2022		31 December 2022
	£'000		£'000		£'000
Estimated Market Rental Value (ERV) of vacant spaces	138		93		-
Estimated Market Rental Value (ERV) of whole portfolio	40,680		37,416		38,975
EPRA Vacancy Rate	0.34%		0.25%		-

 

7.   EPRA Cost Ratio

 

	30 June 2023		30 June 2022		31 December 2022
	£'000		£'000		£'000
Total administrative and operating costs	3,941		3,874		7,866
Gross rental income	19,576		18,208		37,300
EPRA cost ratio	20.13%		21.27%		21.09%