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Final Results

4th Apr 2011 07:00

RNS Number : 1913E
Public Service Properties Inv Ltd
04 April 2011
 



4 April 2011

 

 

 

 

Public Service Properties Investments Limited

("PSPI", "the Group" or "the Company")

 

Final Results for the year ended 31 December 2010

 

 

PSPI (AIM: PSPI), the specialist European care home real estate investment and financing company, announces audited results for the year ended 31 December 2010.

 

Highlights:

 

§ Adjusted earnings before tax of £8.0 million or 8.62p per share (2009 - £6.4 million or 9.53p per share).

§ Cash rental income increase by 2.5% to £16.7 million (2009 - £16.3 million).

§ Recommended final dividend of 4.5p per share, making a total dividend for the year of 7.0p per share (2009 - 6.5p per share).

§ Investment properties¹ valued at £272.2 million (2009 - £271.8 million, including accrued income).

§ Net asset value per share at 119.9p and adjusted net asset value per share² at 150.5p at 31 December 2010 (2009 - 154.6p and 195.8p).

§ Open Offer in April 2010, raised net proceeds of £24 million - issue of 35.6 million new shares at 70p per share.

§ Conservative leverage - 52 % Loan to Value³ at 31 December 2010 (2009 - 53%) and compliant with all banking covenants.

 

Commenting on the results, Chairman Patrick Hall, said,

 

"The Group continues to benefit from a fully let portfolio, long term leases with well established tenants, indexed rents, conservative leverage and geographical diversification, all of which supports an encouraging outlook.

 

2010 saw the Company raise additional capital, source new debt secured against its German portfolio, repay expensive subordinated debt and continue its progressive dividend policy.

 

The Company is moving ahead with the capital expenditure programme on a number of the care home assets in the UK and will commence a refurbishment for a property in Berlin, all of which will create additional value over the medium term."

 

Notes:

¹ Investment properties including accrued income on straight line lease recognition in 2009.

² Adjusted net asset value per share is represented by net assets less goodwill plus deferred tax provided on business combinations and fair value gains divided by the number of ordinary shares in issue.

³ Loan to Value is represented by total short and long term borrowings expressed as a percentage of total non-current assets, excluding goodwill, loans and receivables.

 

For further information, please visit www.pspiltd.com or contact:

 

Ralph Beney

Tom Griffiths

Simon Hudson

Dr D Srinivas

Henry Willcocks

Amy Walker

RP&C International

Arbuthnot Securities Limited

Tavistock Communications

(Asset Managers)

(Nomad and Brokers)

Tel: 020 7766 7000

Tel: 020 7012 2000

Tel: 020 7920 3150

 

 

Chairman's Statement

 

I am pleased to report the Group's consolidated financial results for the year ended 31 December 2010.

 

The Group continues to benefit from a fully let portfolio, long term leases with well established tenants, indexed rents, conservative leverage and geographical diversification, all of which support an encouraging outlook. We believe that your Company, as a specialist real estate investment company, is well placed in current market conditions as demonstrated by these results. 2010 saw the Company raise additional capital, source new secured debt against its German portfolio, repay expensive subordinated debt, and continue its progressive dividend policy. The Company is moving ahead with the capital expenditure programme on a number of care home assets in the UK and will commence refurbishment of a property in Berlin, all of which will create additional value over the medium term.

 

Cash rental income rose by 2.5% to £16.7 million for the year ended 31 December 2010 over the comparable period in 2009. Annual rent reviews for the UK properties reflected average increases of 4.5% for the year.

 

Fair value adjustments on investment properties showed a reduction of £7.9 million at 31 December 2010, representing a decline of 2.6% for the investment property portfolio since 31 December 2009, primarily as a result of higher capitalisation rates for the UK portfolio, including assets which are currently subject to capital expenditure projects.

 

Adjusted earnings increased from £6.4m in 2009 to £8.0m this year, although adjusted earnings per share¹ for 2010 were 8.6p compared to 9.5p for the comparable period in 2009. The reduction reflects an increase in the average number of shares in issue following the Open Offer which successfully completed on 13 April 2010, raising net proceeds of £24.0 million from the issue of 35,631,326 new shares at 70p. The Board of Directors has recommended a final dividend for the current financial year of 4.5p per share, which takes the total dividends for the year as a whole to 7.0p per share (2009: 6.5p per share).

 

Total equity increased from £103.3 million at 31 December 2009 to £122.9 million at 31 December 2010, reflecting the proceeds from the Open Offer and the profit for the year less £5.6 million of dividends paid in 2010. Net Asset Value per share at 31 December 2010 stood at 119.9p per share, or 153.0p per share if adjusted for goodwill and deferred taxation.

 

The Company continued to invest in the capital expenditure projects announced in 2010. The investment programme will continue for the rest of 2011, after which the Company will have enlarged and upgraded a significant portion of the UK properties to provide a portfolio generating a higher income return and well positioned for the future. During 2011 the Company will also invest in a refurbishment programme for one of its German care homes where the current lease expires in 2013. Terms have already been agreed for the tenant to enter into a new 25 year lease on completion of the project in the first quarter of 2012.

 

The economic climate in the Company's various markets remains challenging, and we have adopted a strategy to invest for the longer term benefit of the Company's existing assets whilst taking a cautious approach to acquisitions at this time.

 

We continually review the Company's markets to determine how best to utilise the Company's capital in the face of prevailing conditions. The Asset Manager's Review includes further detail on the Group's performance and development plans and comments from the tenant of our UK portfolio.

 

Patrick Hall

Chairman

4 April 2011

 

¹ Earnings per share adjusted to exclude the impact of non cash and one-off items as disclosed in the notes to the Interim Report.

² Loan to Value is represented by total short and long term borrowings expressed as a percentage of total non-current assets, excluding goodwill, loans and receivables.

 

Asset Manager's Review

 

Business Outlook

The impact of the credit crisis continues to adversely affect the property sector, with senior debt providers lending on a more cautious and selective basis. The Group continues to enjoy very good relationships with its senior debt providers and remains fully compliant with all debt service and loan to value covenants. However, the continued availability of senior debt for operations and acquisitions will be critical going forward.

 

The Group remains well positioned as a pure property owner with a fully let portfolio, on long leases located in several jurisdictions. The weighted average unexpired lease term is 21 years and the Company is investing in expansion and refurbishments in the UK and Germany that will result in increases in the average term. The Group maintains a conservative level of gearing with a majority of debt subject to fixed interest rates.

 

The Company is investing in a number of projects that will add capacity through expansion, re-configuration and refurbishment of a number of properties in the UK portfolio. One enlarged home in the North-East is due to re-open in April 2011, and a second extended home close to Scarborough, is expected to increase occupancy around the middle of the year. Three other projects in Bury and Derby are scheduled to be completed during the fourth quarter of 2011, and a number of other projects are being considered at this time. On completion of each project, rent payable under the relevant leases will increase by 8% of the gross capital expenditure. In the meantime, the Company has agreed to capitalise rent on properties where there is a material disruption to occupancy, and hence operational cash flow for the Company's tenant, prior to commencement of the new construction and refurbishment through to the post completion build up in occupancy.

 

Whilst the longer term fundamentals of the care home sector remain strong, there are short term pressures on operators, most notably in the UK where government spending cuts have impacted cash flows. Although we do not expect significant changes in Government support for the care home sector, there are a number of factors, such as later-stage referrals of residents, which have affected occupancy. The Company believes that its tenant in the UK is taking appropriate action to address these factors by amongst others targeting residents with higher care needs and controlling its wage costs. The Company also believes that these measures, coupled with the capital investment mentioned herein, will result in improved performance over the medium term.

 

We have asked the tenant of the Company's UK care homes, European Care, to offer some insight into its operations compared to those of the wider sector and these are set out below.

 

The European Care Group ("EC") remains the sixth largest independent provider of health and social care in the United Kingdom providing care for approximately 4,200 service users from the elderly to children and adults with special needs. Approximately 83% of beds are focused on elderly care which contributes to 70% of revenue. The balance is focused on specialist care which contributes to 30% of revenue. EC has over 5,500 staff employed throughout the UK and has maintained a stable management team for many years. EC's focus is on provision of independently accredited high quality service with an ever increasing emphasis on specialist care including dementia and the treatment and care of several mental disorders. EC's activities are regulated by the Care Quality Commission in England, the Care Commission (Scotland), the Care and Social Services Inspectorate Wales, whilst children's services are regulated by Ofsted.

 

EC's turnover for 2011 is expected to total approximately £140 million (2010 - £124 million) with an expected EBITDAR, before central overheads, of approximately £40 million (2010 - £34 million). EC is focused on growth in occupancy and cost control in very challenging markets.

 

The UK care sector has not been immune from the effects of the economic downturn precipitated by the financial crisis which started in 2007. Local government authorities are referring residents later than before and as a result, core occupancy within EC has declined by approximately 3% over the last financial year, in line with trends across the sector. The EC group owns a majority of its care facilities which sets it apart from several members of the peer group which are facing increased rents and diminishing revenues across the whole of their portfolios. The parent company of the EC has raised additional capital during the last six months, some of which has been used to augment working capital in the operating group.

 

PSPI owns the vast majority of the properties leased by EC and has agreed a programme of development on a number of facilities which will add a further positive contribution to EC's earnings in the future.

 

We remain convinced of the positive drivers for the sector over the longer term as the elderly population in the UK continues to increase, many existing facilities which lack new investment are becoming obsolete and insufficient new care homes are being developed.

 

The European Care Group, March 2011.

 

The care home property market in Germany remains stable. Currently, we do not foresee material changes to government support for residents who cannot afford to pay for care in the types of care homes which are owned by the Group. There are opportunities to acquire individual assets and portfolios, leased to efficient and well run independent operators. Debt financing for such purchases presents challenges in the present market; however, long term financing is available on a selective basis. Although the Company's primary focus is on expansion and refurbishment of properties in the UK, it will remain open to potential acquisitions in Germany should attractive opportunities arise.

 

The rents for the German portfolio increase every three or four years by a proportion of the increase in the German Consumer Price Index. The Swiss investment property increases annually in line with the Swiss consumer price index whilst the US investment portfolio provides a fixed income stream l throughout the term of the lease until renewal in 2022.

 

Financial Review

Group revenues increased by 3.3% to £19.3 million for the year ended 31 December 2010. This increase primarily reflects indexation in respect of the majority of the investment properties in the UK offset by foreign currency movements for non-sterling denominated revenues. The Group's underlying cash rental income increased by 2.5% to £16.7 million in 2010 compared to £16.3 million in 2009.

 

Rent reviews for approximately 37% of the Company's UK investment properties occur during the first quarter of the year which has resulted in increases averaging 5.0% per annum, based on the rise in the UK Retail Price Index. Residents' fees paid by local authorities are expected to rise by a smaller amount which will put additional pressure on tenant margins in the short term. We expect EC to increase its focus on specialist care where pressures on fees may be less acute and to continue a policy of cost control whilst increasing occupancy over the medium term. Effective as of 31 December 2010, the Company and its tenant agreed to remove the guaranteed annual rental increase on all its UK leases, the majority of which were set at 1.5%, in substitution for an upward only market review every five years. Rents will continue to increase annually based on the increase in the Retail Price Index, subject to a maximum of 5% per annum.

 

The independent valuation of the UK portfolio, which represented 69% of the Company's portfolio at 31 December 2010, decreased by 2.1% during 2010 with the average capitalisation rate for the UK investment properties assessed at 6.8% at 31 December 2010 compared to 6.3% at 31 December 2009. Of the Company's 39 properties in the UK, the individual capitalisation rate was increased for 25 properties, including eight which are subject to extension or re-configuration projects and several others that may also be considered for inclusion in the capital expenditure programme in the future. Subject to market conditions and the tenant's ability to re-build occupancy, it is expected that those properties in the capital expenditure programme will benefit from a valuation re-rating post completion, in addition to increased annual revenue.

 

The independent valuation of the German portfolio, which represented 19% of the Company's portfolio value at 31 December 2010, increased by 1.4% in constant currency during 2010. The average capitalisation rate for the German portfolio was 6.7% compared to 6.8% at 31 December 2009. The Company has entered into an agreement to refurbish one of its properties in Berlin where the lease had been set to expire in 2013. As part of the refurbishment programme, the tenant has agreed to enter into a new 25 year lease at an increased rent.

 

In April 2010, the Company raised €18 million of three-year senior debt, secured against some of its German investment properties at a fixed interest rate of 3.8% per annum. These funds have augmented the Company's working capital and will primarily be used to repay debt maturing in the months ahead, thereby maintaining a conservative Loan to Value ratio.

 

The independent valuation of the US and Swiss portfolios, representing 12% of the Company's portfolio at 31 December 2010, declined in value by 2.7% and 6.7%, respectively, in constant currency during 2010.

 

Adjusted earnings for the year amounted to 8.6p per share (2009: 9.5p) after taking into account the increased weighted average number of shares in issue during 2010. The Board of Directors has recommended a final dividend of 4.5p per share (2009: second interim 4.5p), totalling £4.6 million which will be paid on 27 May 2011 to shareholders on the register on 6 May 2011. If approved by shareholders, the total dividend for the year will be 7.0p per share representing an increase of 7.7% compared to 2009.

 

The Group's non current assets increased from £287.1 million at 31 December 2009 to £290.0 million at 31 December 2010 due to capital expenditure on the UK portfolio offset by the fair value adjustments noted above and as a result of changes in foreign currency exchange rates. Total assets increased from £294.4 million to £308.9 million during the same period, primarily due to the net increase in cash following completion of the Open Offer in April 2010 less debt repayments and dividends paid during the year.

 

The Group's short and long term borrowings at 31 December 2010 were approximately £33.3 million and £112.4 million, respectively, compared to £19.0 million and £129.6 million at 31 December 2009. The overall decrease was as a result of £15.2 million senior debt secured against some of the German properties as noted earlier less debt repayments of £17.9 million made during the year. Total borrowings at 31 December 2010 represented 52% of non-current assets excluding goodwill, loans and receivables. Total borrowings have declined to 49% on the same basis following a further debt repayment of £7.5 million in February 2011. While the Board continues to monitor the Group's debt levels it considers the Group's overall gearing to be conservative given the strength of the Group's underlying cash flow from its long term leases.

 

Deferred taxation on fair value gains, business combinations and recognition decreased from £34.2 million at 31 December 2009 to £33.9 million at 31 December 2010, primarily as a result of a the net fair value reduction in asset values during the period.

 

Total equity increased from £103.3 million at 31 December 2009, to £122.9 million at 31 December 2010. The increase primarily reflects the net effect of the Open Offer in April 2010 and the profit for the year less dividends paid. The balance sheet reflects a net increase of £0.3 million due to movements in the fair value hedging and translation reserves.

 

The Group's net asset value per share at 31 December 2010 was 119.9p and the net asset value per share, adjusted for goodwill and deferred taxation on fair value gains and business combinations, was 153.0p per share.

 

The Company's focus in the short term will remain on investment in its UK and German properties, primarily through the capital expenditure programme outlined above. We continue to review the Group's other investments.

 

RP&C International

4 April 2011

 

¹ Capitalisation rate is represented by the net rental income receivable divided by the market value of the properties from which the rental income is derived

 

 

 

 

PUBLIC SERVICE PROPERTIES INVESTMENTS LIMITED

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2010

 

Note

2010

2009

£

£

Revenue

6

19,258,269

18,644,988

Net gain / (loss) from fair value adjustments on investment properties

11

7,910,340

(2,217,907)

Write off of accrued income

17

(17,425,128)

-

Administrative expenses

7

(4,352,752)

(4,055,224)

Net finance income

8 (a)

2,668,876

1,959,774

Operating profit

8,059,605

14,331,631

Net finance costs

8 (b)

(10,432,000)

(6,482,343)

(Loss) / Profit before income tax

(2,372,395)

7,849,288

Income tax

23

2,968,596

(1,910,457)

Profit for the year

596,201

5,938,831

Basic earnings per share (pence per share)

9

0.65

8.89

Diluted earnings per share (pence per share)

9

0.65

8.89

 

The notes on pages 9 to 41 form part of these financial statements.

 

PUBLIC SERVICE PROPERTIES INVESTMENTS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2010

 

Notes

2010

2009

£

£

Profit for the year

596,201

5,938,831

Other comprehensive income

Cash flow hedges - net

(41,932)

159,978

Currency translation differences

387,889

(2,413,226)

Other comprehensive income for the year

345,957

(2,253,248)

Total comprehensive income for the year

942,158

3,685,583

 

The notes on pages 9 to 41 form part of these financial statements.

 

PUBLIC SERVICE PROPERTIES INVESTMENTS LIMITED

CONSOLIDATED BALANCE SHEET

FOR THE YEAR ENDED 31 DECEMBER 2010

Note

2010

2009

£

£

ASSETS

Non current assets

Investment property

11

272,223,919

256,911,121

Receivable from finance lease

13

8,702,973

8,475,494

Loans and receivables

14

4,351,500

4,351,500

Deferred income tax

22

2,207,732

-

Intangible Assets - Goodwill

15

2,538,832

2,538,832

Accrued income

17

-

14,854,128

290,024,956

287,131,075

Current assets

Receivables and prepayments

19

3,461,374

5,363,059

Cash and cash equivalents

14,745,112

1,908,958

Current income tax receivable

628,018

-

18,834,504

7,272,017

Total assets

308,859,460

294,403,092

EQUITY

Capital and reserves

Share Capital

20

576,466

344,853

Share Premium

20

87,986,369

64,038,167

Cashflow hedging reserve

(215,189)

(173,257)

Translation reserve

1,855,158

1,467,269

Retained Earnings

32,661,274

37,632,468

Total equity

122,864,078

103,309,500

LIABILITIES

Non current liabilites

Borrowings

21

112,351,637

129,562,407

Derivative financial instruments

18

5,300,517

4,313,387

Deferred income tax

22

33,882,994

34,229,570

151,535,148

168,105,364

Current liabilities

Borrowings

21

33,286,004

18,964,472

Trade and other payables

24

246,446

161,603

Current income tax liabilities

-

1,360,587

Accruals

25

927,784

2,501,566

34,460,234

22,988,228

Total liabilities

185,995,382

191,093,592

Total equity and liabilities

308,859,460

294,403,092

 

The consolidated financial statements on pages 4 to 41 were approved by the board of directors on 1 April 2011 and were signed on its behalf by:

 

 

 

Director…………………………..Date…………… Director…………………………..Date………………

 

The notes on pages 9 to 41 form part of these financial statements.

 

PUBLIC SERVICE PROPERTIES INVESTMENTS LIMITED

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2010

 

Note

2010

2009

£

£

Cash flow from operating activities

Cash generated from operations

26

12,901,655

14,450,115

Taxation paid

(1,938,419)

(288,879)

Interest paid

(7,539,472)

(7,473,855)

Net cash generated by operating activities

3,423,764

6,687,381

Cash flow from investing activities

Capital expenditure

11

(4,541,427)

(4,353,977)

Change in restricted cash

19

455,025

-

Interest received

179,467

595,551

Net cash used in investing activities

(3,906,935)

(3,758,426)

Cash flow from financing activities

Proceeds from borrowings

15,237,247

9,177,177

Repayments of borrowings

(17,925,821)

(13,059,156)

Proceeds from capital raise

20

22,316,928

-

Cost of capital raise

20

(762,113)

Dividends paid

10

(5,567,395)

(4,008,524)

Net cash generated / (used) by financing activities

13,298,846

(7,890,503)

Increase / (decrease) in cash and cash equivalents

12,815,675

(4,961,548)

Movement in cash and cash equivalents

At start of year

1,908,958

6,752,736

Increase / (decrease)

12,815,675

(4,961,548)

Foreign currency translation adjustments

20,479

117,770

At end of year

14,745,112

1,908,958

 

 

The notes on pages 9 to 41 form part of these financial statements.

 

PUBLIC SERVICE PROPERTIES INVESTMENTS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2010

 

Attributable to equity holders of the Company

 

 

Notes

Share

Capital

 

£

Share

Premium

 

£

 

Cashflow

Hedging Reserve

£

Translation

Reserve

 

£

 

Retained

Earnings

 

£

 

Total

Equity

 

£

 

Balance as of 1 January 2009

344,853

64,038,167

(333,235)

3,880,495

35,702,161

103,632,441

Comprehensive income

Profit for the year

-

-

-

-

5,938,831

5,938,831

Other comprehensive income

Cash flow hedges - net

-

-

159,978

-

-

159,978

Foreign currency translation

-

-

-

(2,413,226)

-

(2,413,226)

Total comprehensive income

-

-

159,978

(2,413,226)

5,938,831

3,685,583

Transactions with owners

Dividends paid in 2009

10

-

-

-

-

(4,008,524)

(4,008,524)

Balance as of 31 December 2009

 

344,853

64,038,167

(173,257)

1,467,269

37,632,468

103,309,500

Balance as of 1 January 2010

344,853

64,038,167

(173,257)

1,467,269

37,632,468

103,309,500

Comprehensive income

Profit for the year

-

-

-

-

596,201

596,201

Other comprehensive income

Cash flow hedges - net

-

-

(41,932)

-

-

(41,932)

Foreign currency translation

-

-

-

387,889

-

387,889

Total comprehensive income

-

-

(41,932)

387,889

596,201

942,158

Transactions with owners

Proceeds from shares issued

20

231,613

24,710,315

-

-

-

24,941,928

Costs of share issue

20

-

(762,113)

-

-

-

(762,113)

Dividends paid in 2010

10

-

-

-

-

(5,567,395)

(5,567,395)

Balance as of 31 December 2010

 

576,466

87,986,369

(215,189)

1,855,158

32,661,274

122,864,078

 

The notes on pages 9 to 41 form part of these consolidated financial statements.

PUBLIC SERVICE PROPERTIES INVESTMENTS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

 

1. GENERAL INFORMATION

 

Public Service Properties Investments Limited, domiciled in the British Virgin Islands (registered office at Nerine Chambers, Road Town, Tortola, British Virgin Islands), is the parent company of the PSPI Group. Public Service Properties Investments Limited and its international subsidiaries (together the Group), is an investment property Group with a portfolio in the USA, the UK and Continental Europe. It is principally involved in leasing out real estate where the rental income is primarily generated directly or indirectly from governmental sources. Public Service Properties Investments Limited was formed in February 2001.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The principal accounting policies applied in the preparation of these consolidated financial statements have been consistently applied to all the years presented, unless otherwise stated.

 

2.1 Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with and comply with International Financial Reporting Standards (IFRS), published by the International Accounting Standards Board (IASB). The consolidated financial statements are reported in Pounds Sterling unless otherwise stated and are based on the annual accounts of the individual subsidiaries at 31 December 2010, which have been drawn up according to uniform Group accounting principles.

 

The consolidated financial statements are prepared under the historical cost convention as modified by the revaluation of investment properties, other financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results can differ from those estimates.

 

The group has adopted the following new standards, amendments to standards and interpretations which are mandatory for the financial year ended 31 December 2010.

 

Amendments to IFRS 3 - Business combinations (applicable to business combinations occurring in accounting periods beginning or after 1 July 2009, prospective application. Early application permitted if IAS 27R also adopted.). The amendment entails several changes in the application of the acquisition method. Subsequent changes to the purchase price which depend on future events are recognised in profit or loss (when a liability) instead of goodwill. A step acquisition will result in re-measurement of the previous investment to fair value, through the income statement. All transaction costs will be expensed. The amendment had no impact on the financial statements for the financial year ended 31 December 2010.

 

Amendments to IAS 27 - Consolidated and separate financial statements (effective as from 1 July 2009, prospective for measurement of non-controlling interest. Early application permitted if IFRS 3R also adopted.) Choice of whether to account for non-controlling interest at time of a business combination at fair value (i.e. incl. goodwill) or based on their proportionate share of the net assets (i.e. excl. goodwill). The amendment requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control ("economic entity model"). When control over a previous subsidiary is lost. Any remaining non-controlling interest in the entity is re-measured to fair value and the resulting gain or loss is recognised in the income statement. The amendment had no impact on the financial statements for the financial yearended 31 December 2010.

 

IAS 38 (amendment), 'Intangible Assets'. The amendment is part of the IASB's annual improvements project published in April 2009 and the Group will apply IAS 38 (amendment) from the date IFRS 3 (revised) is adopted. The amendment clarifies guidance in measuring the fair value of an intangible asset acquired in a business combination and it permits the grouping of intangible assets as a single asset if each asset has similar useful economic lives. The amendment had no material impact on the financial statements for the financial year ended 31 December 2010.

 

IFRIC 17, 'Distribution of non-cash assets to owners' (effective on or after 1 July 2009). The interpretation is part of the IASB's annual improvements project published in April 2009. This interpretation provides guidance on accounting for arrangements whereby an entity distributes non- cash assets to shareholders either as a distribution of reserves or as dividends. IFRS 5 has also been amended to require that assets are classified as held for distribution only when they are available for distribution in their present condition and the distribution is highly probable. The standard had no impact on the financial statements for the financial year ended 31 December 2010.

 

IFRS 5 (amendment), 'Measurement of non-current assets (or disposal groups) classified as held for-sale'. The amendment is part of the IASB's annual improvements project published in April 2009. The amendment provides clarification that IFRS 5 specifies the disclosures required in respect of non-current assets (or disposal groups) classified as held for sale or discontinued operations. It also clarifies that the general requirement of IAS 1 still apply, particularly paragraph 15 (to achieve a fair presentation) and paragraph 125 (sources of estimation uncertainty) of IAS 1. The amendment had no impact on the financial statements for the financial year ended 31 December 2010.

 

IAS 1 (amendment), 'Presentation of financial statements'. The amendment is part of the IASB's annual improvements project published in April 2009. The amendment provides clarification that the potential settlement of a liability by the issue of equity is not relevant to its classification as current or non current. By amending the definition of current liability, the amendment permits a liability to be classified as non-current (provided that the entity has an unconditional right to defer settlement by transfer of cash or other assets for at least 12 months after the accounting period) notwithstanding the fact that the entity could be required by the counterparty to settle in shares at any time. The amendment had no material impact on the financial statements for the financial year ended 31 December 2010.

 

The following new standards, amendments to standards and interpretations have been issued but are not effective for 2010 and have not been early adopted:

 

Amendments to IFRS 7 'Disclosures - Transfers of financial assets' (effective on 1 July 2011, early application permitted). The amendments require additional disclosures in respect of risk exposures arising from transferred financial assets (e.g. factoring, securitisation), any associated liabilities and it includes additional disclosure requirements in respect to those transfers. The Group has not elected to adopt the amendment before the effective date. The amendment is not expected to have a material impact on the financial statements.

 

IFRS 9 'Financial Instruments' (effective 1 January 2013, retrospective application, early application permitted). IFRS 9 comprises two measurement categories for financial assets: amortised cost and fair value. All equity instruments are measured at fair value. Management has an option to present in other comprehensive income unrealised and realised fair value gains and losses on equity investments that are not held for trading. A debt instrument is at amortised cost only if it is the entity's business model to hold the financial asset to collect contractual cash flows and the cash flows represent principal and interest. It will otherwise need to be considered at fair value through profit or loss. The Group has not elected to adopt the standard before the effective date. The amendment is not expected to have a material impact on the financial statements.

 

Amendments to IFRS 9, 'Financial instruments' (effective 1 January 2013, retrospective application, early application permitted) The amendment includes guidance on financial liabilities and derecognition of financial instruments. The accounting and presentation for financial liabilities and for derecognising financial instruments has been relocated from IAS 39 without change, except for financial liabilities that are designated at fair value through profit or loss. Entities with financial liabilities designated at FVTPL recognise changes in the fair value due to changes in the liability's credit risk directly in OCI. There is no subsequent recycling of the amounts in OCI to profit or loss, but accumulated gains or losses may be transferred within equity. The Group has not elected to adopt the amendment before the effective date. The amendment is not expected to have a material impact on the financial statements.

 

Amendments to IAS 12 'Deferred Tax: Recovery of Underlying Assets' (effective 1 January 2012, early application permitted). The amendment affects investment properties measured at fair value. The recognition of deferred taxes in relation to those investment properties is based on an expected recovery through a sales transaction. The SIC 21 guidance has been included in the standard. The Group has not elected to adopt the amendment before the effective date. The amendment is expected to have a material impact on the financial statements; however the impact of the change cannot be reasonably estimated as of the reporting date.

 

Amendments to IAS 32 'Financial Instruments: Presentation' (Classification of rights issues; effective as from 1 February 2010, early application permitted). The amendment implies that rights issues are now required to be classified as equity if they are issued for a fixed amount of cash regardless of the currency in which the exercise price is denominated provided they are offered on a pro rata basis to all owners of the same class of equity. The Group has not elected to adopt the amendment before the effective date. The amendment is not expected to have a material impact on the financial statements.

 

IFRIC 19 'Extinguishing financial liabilities with equity instruments' (effective 1 July 2010, retrospective application from beginning of the earliest comparative period, early application permitted). IFRIC 19 clarifies the accounting when an entity renegotiates the terms of its debt with the result that the liability is extinguished by the debtor issuing its own equity instruments to the creditor (referred to as a "debt for equity swap"). The interpretation requires a gain or loss to be recognised in profit or loss when a liability is settled through the issuance of the entity's own equity instruments. Furthermore, it provides guidance on the calculation of those gains or losses. The Group has not elected to adopt the amendment before the effective date. The amendment is not expected to have a material impact on the financial statements.

 

 2.2 Principles of consolidation

The results of subsidiary undertakings, which are those entities in which the Group has an interest of more than one half of the voting rights or otherwise has power to exercise control over the operations, are consolidated. Subsidiaries are consolidated from the date on which control is transferred to the Group and they cease to be consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. All intercompany transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated. Where necessary, accounting policies for subsidiaries have been changed to ensure consistency with the policies adopted by the Group.

 

2.3 Segmental Reporting 

 

Segmental reporting has been prepared in accordance with IFRS 8 (Segment Reporting)

 

The chief operating decision maker has been identified as the board of directors, who review the group's internal reporting and management information in order to assess performance and allocate resources. Management has determined the operating segments based on these reports.

 

It has been determined that the board of directors reviews management information, considers the business and makes decisions from a geographic perspective. As such, the group has been organised into the following segments

 

·; Activities in the United Kingdom

·; Activities in Germany

·; Activities in Switzerland

·; Activities in the United States of America

 

A geographical segment is one that is engaged in providing products or services within a particular economic area which are subject to risks and returns that are different from those of segments operating in other economic areas. Revenues are wholly derived from operating leases and finance leases, sales between segments are carried out at arms length.

 

The board of directors assess the performance of the business using a number of measures; however particular emphasis is placed on "adjusted net earnings" (as shown in Note 9). This excludes the effects of any non-cash and exceptional one-off non-recurring expenses and income to give an indication of the groups' underlying business performance.

 

Total segment assets and liabilities excludes certain assets and liabilities which are managed on a central basis, these form the reconciliation to total balance sheet assets.

2.4 Foreign currency transactions and translation

Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in Pounds Sterling, which is the Company's functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except where deferred in equity as qualifying cash flow hedges.

 

Group Companies

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i) assets and liabilities for each balance sheet are translated at the closing rate at the date of the balance sheet;

(ii) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates in which case income and expenses are translated at the rates on those dates of the transactions); and

(iii) all resulting exchange differences are recognised as a separate component of equity.

 

On consolidation, exchange differences arising from the translation of net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to comprehensive income. When a foreign entity is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.

 

The translation rates used are disclosed in Note 5 to the consolidated financial statements.

 

2.5 Investment property

Property held for long-term rental yields or for capital appreciation or both and not occupied by the Group is classified as investment property.

 

Investment property comprises freehold land and buildings. Investment property is initially recognised at historic cost including related transaction costs. After initial recognition investment property is held at fair value. Fair value is based on active market prices, adjusted if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, the Group uses alternative valuation methods such as recent prices on less active markets or discounted cash flow projections. These valuations are performed in accordance with guidance issued by the International Valuation Standard Committee and are prepared annually by external valuers.

 

The fair value of investment property reflects, among other things, rental income from current leases and assumptions about rental income from future leases in the light of current market conditions. The fair value also reflects on a similar basis, any cash outflows that could be expected in respect of the property.

 

Subsequent expenditure is charged to the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. In accordance with ISA 40, these items are capitalised at cost as the fair value of the expenditure is not reasonably determinable. All other repairs and maintenance costs are charged to the income statement during the financial period in which they are incurred.

 

Changes in fair values are recorded in the income statement. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the income statement.

 

2.6 Leases

 

Finance lease:

When assets are leased out under a finance lease, the present value of the lease payments is recognised as a receivable. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income.

 

Lease income is recognised over the term of the lease using the net investment method, which reflects a constant periodic rate of return.

 

The Group has leased out a business under a licence agreement. The business is in respect of the provision of domiciliary care to clients in their own properties which has been licensed to an independent third party for 35 years with annual increases in line with the RPI index - minimum increase of 1.5%, maximum increase of 5%. The operator maintains the right to run the Business and receive any benefits/losses derived from running the business.

 

Operating lease:

 

See Notes 2.10 and 2.19

 

Lease classification:

 

See Note 4.c

 

2.7 Loans and receivables

Loans are classified as non-current assets unless management has the express intention of holding the loans for less than 12 months from the balance sheet date, in which case they are included in current assets. The directors determine the classification of the loans at initial recognition and re-evaluate the designation at every reporting date.

 

Purchases and sales of loans are recognised on the trade date, which is the date that the Group commits to purchase or sell the asset. Loans are initially recognised at fair value plus transaction costs and are subsequently carried at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of loans is established when there is evidence that the Group will not be able to collect all amounts due according to the original terms of loans. In the case of loans, the financial position of the underlying companies and their ability to repay the preference share capital is considered in determining whether the loans are impaired.

 

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement. Loans are derecognised when the rights to receive cash flows from the loans have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. When investments are sold the resulting gains and losses are included in the income statement as gains and losses from loans.

 

2.8 Impairment of assets for non-financial assets

The recoverable amounts of assets such as intangible assets are estimated whenever there is an indication that the asset may be impaired.

 

Goodwill is not subject to amortisation but is tested annually for impairment. An impairment loss is recognised for the amount by which the assets carrying value exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value less costs to sell and its value in use. For the purposes of assessing impairment, assets are grouped at the levels for which there are separately identifiable cash flows (cash generating units).

 

Non financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of impairment at each reporting date.

 

2.9 Accounting for derivative financial instruments and hedging activities

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

 

Cash flow hedges:

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

 

Amounts accumulated in equity are recognised in the income statement in the periods when the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes place). However, if the forecast transaction that is hedged results in the recognition of a non-financial asset or a liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the costs of the asset or liability.

 

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.

 

2.10 Accounting for leases and accrued income

The Group currently treats all of its investment property leases as operating leases, however this classification is considered by the directors for each property on acquisition. An operating lease is a lease in which substantially all the risks and rewards of the asset (investment property) remain with the lessor and as such these assets remain in the Group's balance sheet. Lease payments from the lessee are recognised as rental income and as such disclosed in the income statement on a straight-line basis over the period of the lease.

 

 

2.11 Trade receivables and prepayments

Trade receivables and prepayments are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Effective 31 December 2010, the Company adopted a policy whereby a provision of 50% and 100% would be made against any trade receivables outstanding for more than six and twelve months, respectively. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original term of the trade receivables. The amount of the provision is recognised in the income statement.

 

2.12 Cash and cash equivalents

For the purposes of the cash flow statement, cash and cash equivalents comprise cash in hand; deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the balance sheet, bank overdrafts are included in borrowings under current liabilities.

2.13 Share capital

Ordinary shares are classified as equity.

Any transaction costs of an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided. The costs of an equity transaction that is abandoned are recognised as an expense.

 

2.14 Trade payables and other payables

Trade payables and other payables are recognised initially at fair value.

 

2.15 Dividends

Dividends are recorded as a liability in the Company's financial statements in the period in which they are approved by the Company's shareholders.

 

2.16 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

 

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

 

2.17 Current and deferred income tax

 

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

 

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to tax authorities.

 

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using the tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

 

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

 

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Due to the tax jurisdictions of the Group companies no tax impact is anticipated.

 

2.18 Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain

 

2.19 Revenue recognition

Revenue consists of minimum lease rentals payable over the terms of the operating leases, recognised on a straight line basis, and incremental lease rentals payable under rent escalation clauses in the leases recognised as they arise. Every investment property is accounted for individually. Operating lease agreements are based on long-term leasing contracts of 7 to 35 years.

2.20 Business combinations

Business combinations are accounted for using the purchase method of accounting. The costs of a business combination are equivalent to the fair value, valid at the time of purchase, of the assets paid and the liabilities entered into or assumed. Any difference between the acquisition costs of the business combination and the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised as goodwill (see Note 15).

If the Group's interest in the net fair value of identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the Group

(a) reassesses the identification and measurement of the Group's identifiable assets, liabilities and contingent liabilities and the measurement of the cost of the combination, and

(b) recognises immediately in the profit and loss any excess remaining after that reassessment.

2.21 Borrowing costs

In respect of borrowings relating to qualifying assets for which the commencement date for capitalisation is on or after 1 January 2009, the group capitalises borrowing costs directly attributable to the acquisition or construction of a qualifying asset as part of the cost of the asset. Other borrowing costs are charged to the income statement.

 

2.22 Joint ventures

The Group's interests in jointly controlled entities are accounted for by proportionate consolidation. The Group combines its share of the joint ventures' individual income and expenses, assets and liabilities and cash flows on a line by line basis with similar items in the Group's financial statements. The Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture that is attributable to the other venturers. The Group does not recognise its share of profits or losses from the joint venture that result from the Group's purchase of assets from the joint venture until it resells the assets to an independent party. However, a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets, or an impairment loss.

 

2.23 Earnings per share

The Group has chosen to disclose an adjusted earnings per share figure. This provides an indication of the Group's underlying business performance and excludes significant "non cash" items such as fair value movements on investment properties, the recognition of accrued income, foreign exchange movements and movements in the value of derivative financial instruments charged to the income statement.

3. FINANCIAL AND OTHER RISK MANAGEMENT

3.1 Financial risk factors

 

The Group's activities expose it to a variety of financial risks: market risk (including currency and price risk), cash flow and fair value interest rate risk, credit risk and liquidity rate risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.

 

Risk management is carried out by the senior management of the asset manager under policies approved by the board of directors. Senior management identifies, evaluates and hedges financial risks. The board provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

(a) Market risk

(i) Foreign exchange risk

 

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar, Euros and the Swiss Franc. Limited foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. However most operating entities have limited exposure to exchange risk outside their functional currencies.

 

The Group has investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group's foreign operations in the US and Continental Europe are managed primarily through borrowings denominated in the relevant foreign currencies, although the directors monitor and permit currency exposure in this regard as an element of its financing strategy.

 

Historically the Group has not entered into any hedging transactions in respect of the net assets of subsidiaries denominated in currencies other than Pounds Sterling. The Group will review this policy from time to time.

 

(ii) Cash flow and fair value interest rate risk

 

The Group's interest-rate risk mainly arises from long-term borrowings, derivative financial instruments and to a limited extent, from cash and cash equivalents. Borrowings issued at variable rates expose the Group to cash flow interest-rate risk. Borrowings issued at fixed rates and derivative financial instruments expose the Group to fair value interest-rate risk. Group policy is to maintain a significant percentage of its borrowings in fixed rate instruments. The Board regularly meet to review levels of fixed and variable borrowings and takes appropriate action as required.

 

The table below shows the sensitivity of profit and equity to movements in market interest rates:

 

£

£

$

$

CHF

CHF

2010

2009

2010

2009

2010

2009

2010

2009

Shift in basis points

Profit impact of increase

0.5

(158,795)

(239,626)

(74,370)

(73,439)

(109,357)

(104,965)

(168,594)

(102,839)

Profit impact of decrease

0.5

158,795

239,626

74,370

73,439

109,357

104,965

168,594

102,839

Equity impact of increase

0.5

195,067

118,750

-

-

-

Equity impact of decrease

0.5

(195,067)

(118,750)

-

-

-

 

(c) Credit risk

 

Credit risk arises from cash, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to rental customers, including outstanding receivables. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' (as per Standard & Poor's credit rating) are accepted.

 

The table below shows the balance of the three major bank counterparties at the balance sheet date.

31 December 2010

31 December 2009

31 December 2010

31 December 2009

Counterparty

Rating

Rating

Balance

Balance

Bank A

B

A-

3,699,003

574,028

Bank B

A+

-

5,009,665

-

Bank C

A

A

3,055,673

652,645

 

Bank A is Allied Irish Bank (UK) plc which is a wholly owned subsidiary of Allied Irish Banks plc ("AIB"). In October 2010, Standard and Poor's downgraded AIB. In December 2010 AIB was effectively nationalised by the Irish Government.

 

The Group's concentration of credit risk with non financial institutions is primarily with its rental customers. Management has assessed that the credit risk is low as the rental contracts are granted to customers with good credit history and due to the good record of recovery of receivables. As a result the Group has not incurred any significant losses.

 

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. Due to the nature of the underlying businesses, the Group maintains flexibility in funding by maintaining availability under committed credit lines.

 

Management monitors rolling forecasts of the Group's liquidity reserve on the basis of expected cash flow.

 

The table below analyses the Group's financial liabilities and net-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

 

At 31 December 2010

Note

Less than 1 year

Between 1 and 2 years

Between 2 and 5 years

Over 5 Years

Borrowings

39,265,096

86,105,609

29,912,259

3,883,876

Trade and other payables

24

246,446

-

-

-

Total

39,511,542

86,105,609

29,912,259

3,883,879

At 31 December 2009

Note

Less than 1 year

Between 1 and 2 years

Between 2 and 5 years

Over 5 Years

Borrowings

25,446,560

31,156,604

102,159,904

10,777,597

Trade and other payables

24

161,603

-

-

-

Total

25,608,163

31,156,604

102,159,904

10,777,597

 

Borrowings in the table above include future interest payable.

 

Where an interest rate swap is in place, the fixed rate implicit in the agreement has been used to calculate future payments, consequently the position is shown after any cashflows arising from interest rate swaps.

 

(d) Capital risk management

 

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

 

The Group monitors capital on the basis of the loan to value ratio. This ratio is calculated as total debt divided by total non current assets less goodwill and loans and receivables. Debt is calculated as total borrowings (including 'current and non-current borrowings' as shown in the consolidated balance sheet).

 

The Group's intention is to maintain the loan to value ratio below 70%. The loan to value ratios at 31 December 2010 and 2009 were as follows:

 

 

Note

 

£

2010

 

£

2009

Total borrowings

21

145,637,641

148,526,879

Total non current assets

290,024,956

287,131,075

Less: Goodwill

15

(2,538,832)

(2,538,832)

Less: Deferred income tax

22

(2,207,732)

-

Less: Loans and receivables

14

(4,351,500)

(4,351,500)

Adjusted non current assets

280,926,892

280,240,743

Loan to value ratio

51.84%

52.99%

 

3.2 Fair value estimation

 

Effective 1 January 2009, the Group adopted the amendment to IFRS 7 for financial instruments that are measured in the balance sheet at fair value, this requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

 

·; Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

·; Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

·; Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

 

The following table presents the Group's liabilities that are measured at fair value at 31 December:

 

2010

Level 1

Level 2

Level 3

Total balance

Liabilities

Financial liabilities at fair value through profit or loss :

Derivatives used for hedging

-

5,300,517

-

5,300,517

Total liabilities

-

5,300,517

-

5,300,517

 

 

2009

Level 1

Level 2

Level 3

Total balance

Liabilities

Financial liabilities at fair value through profit or loss :

Derivatives used for hedging

-

4,313,387

-

4,313,387

Total liabilities

-

4,313,387

-

4,313,387

 

 

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

 

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

 

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

 

Specific valuation techniques used to value financial instruments include:

 

·; Quoted market prices or dealer quotes for similar instruments.

 

·; The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.

 

·; The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting values discounted back to present value.

 

·; Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

 

3.3 Other risk factors

 

Price risk and market rental risks:

The Group is exposed to property price and market rental risks. Wherever possible the Group builds into the terms of its leases indexation linked to consumer price indices, in order to manage its market rental risk.

 

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

 

Estimates and judgments are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstance. The Group makes estimates and assumptions concerning the future. By definition, the resulting accounting estimates may not equal the related actual results. The estimates and assumptions that may have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are described below.

 

(a) Estimate of fair value of investment properties

 

The best evidence of fair value is current prices in an active market for similar lease and other contracts. In the absence of such information, the Group determines the amount within a range of reasonable fair value estimates. In making this judgement, the Group considers information from a variety of sources including:

 

i) current prices in an active market for properties of different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect those differences;

 

ii) recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the date of the transactions that occurred at those prices; and

 

iii) discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of any existing lease and other contracts, and (where possible) from external evidence such as market rents for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of cash flows.

 

 

(b) Principal assumptions for management's estimations of fair value

 

If information on current or recent prices or assumptions underlying the discounted cash flow approach investment properties are not available, the fair values of investment properties are determined using discounted cash flow valuation techniques. The Group uses assumptions that are mainly based on market conditions existing at each balance sheet date.

 

The principal assumptions underlying management's estimation of fair value are those related to: the receipt of contractual rentals; expected future market rentals; void periods; maintenance requirements; and appropriate discount rates. These valuations are regularly compared to actual market yield data and actual transactions by the Group and those reported by the market.

 

Management relies on valuations prepared by qualified independent valuation companies. Were the discounted rate used in preparing the independent valuation reports to differ by 5% to the rate used by the independent valuer, the net effect of the carrying amount of investment properties after deferred taxation would be an estimated £10.5 million lower (2009 - £10.6 million) or £9.5 million higher (2009 - £9.6 million).

 

The expected future market rentals are determined based on the specific terms of the rental contracts.

(c) Lease classification

 

The Group determines the classification of leases on each asset having regard to whether substantially all risks and rewards incidental to ownership of the asset are transferred to the lessee. The Group has determined that all of its leases are operating leases except for a business under licence agreement (see Note 2.6). The key factor in making the classification between finance leases and operating leases is the estimated life of the properties. The Group estimated the life of the buildings between 70 years and 75 years. The lease periods are between 7 years and 35 years.

 

5. FOREIGN EXCHANGE RATES

Balance Sheet

Income Statement and Cash Flow Statement

average

average

31.12.2010

31.12.2009

2010

2009

£

£

£

£

CHF 1.00

1.4554

1.65330

1.61123

1.69580

USD 1.00

1.5471

1.59280

1.54633

1.56593

EUR 1.00

1.1675

1.11130

1.16605

1.12297

 

6. REVENUE

2010

2009

£

£

Rental income

19,258,269

18,644,988

 

Rental income is stated after reallocation of £583,974 (2009 - £552,741) to interest income as referred to in Note 14.

 

Rental income includes accrued income provided to recognise guaranteed future income over the period of the leases, see Note 17 up to 31 December 2010. As at this date the UK leases were amended to remove the guaranteed 1.5% annual increase (see Note 17).

 

The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:

As at 31

As at 31

December

December

2010

2009

£

£

Less than 1 year

17,572,592

16,904,768

More than 1 year and less than 5 years

48,229,883

49,303,541

More than 5 years

264,013,035

318,336,705

329,815,510

384,545,014

 

A majority of the investment properties in the UK are leased for an initial period of 35 years. The leases terminate between 2036 and 2039, although the lessee has the right to renew the leases two years before their expiry, for a further period of 35 years subject to agreement on the revised rent. The remaining Investment Properties in the UK are leased for an initial period of 7 years, with the leases terminating in 2012. These leases have the same renewal rights as those described above. Effective 31 December 2010 each of the leases relating to UK properties was amended to reflect that the rent on each lease increases on its anniversary by the annual increase in the UK Retail Price Index, subject to a maximum of 5% of the prior year's rent. In addition, each lease is subject to an upward only market rent review every five years from the start of the lease. Prior to the 31 December 2010, each lease was subject to a minimum increase of 1.5% and maximum of 5.0% per annum with no market reviews. In the event that a UK property is damaged or destroyed by any insured risk and is not reinstated by the Group within a period of 3 years, the lessee has the right to terminate the lease in respect of that UK property. The lessor may terminate each lease, subject to the senior lender's consent, for various reasons including the breach of material clauses of the lease.

 

The investment property in Switzerland is leased for a term of 20 years expiring on 30 June 2023. The lessor may terminate the lease prior to the end of the term in accordance with Swiss law and on 3 months written notice in the event of a change in control of the lessee. The lease rental payments are adjusted annually on 1 July of each year, in accordance with movements in the Swiss Index of Consumer Prices.

 

Investment properties in the United States of America are leased to the United States Postal Service under a master lease executed in March 1997 and amended on 29 January 1999. The lease expires on 28 February 2022. The rent under the lease is fixed for the entire period of the lease. The lessee has the right to unilaterally relinquish use of up to 25 of the post office properties provided that the resultant reduction in annual rent payable under the lease does not exceed a maximum of $300,000 (£193,911) per annum or 13% of the annual rental. Management have factored this into their analysis of minimum lease payments, and have no reason to believe that this right will be exercised in the foreseeable future.

 

The majority of investment properties in Germany are leased for an initial period of 25 years; however the lessee has the right to renew the leases for a further period of 5 years, subject to the agreement of the revised rent. The rent on the leases is changed at least every three years from the anniversary of inception, with reference to the German Consumer Price Index.

 

 

7. ADMINISTRATIVE EXPENSES

2010

£

2009

£

Property rent, maintenance and office expenses

102,649

95,135

Third party company administration

252,470

196,517

Management fees

1,723,270

2,083,110

Professional fees

1,032,725

1,091,884

Audit fees

223,548

221,537

Provision for impairment of trade receivables

867,198

-

Sundry expenses

150,892

367,041

4,352,752

4,055,224

 

 

8. a) NET FINANCE INCOME

Note

2010

£

2009

£

Interest Income - Finance Lease

1,037,974

833,198

Interest Income - Other Third Party

1,630,902

1,126,576

26

2,668,876

1,959,774

 

b) NET FINANCE COSTS

Note

2010

£

2009

£

Interest on mortgages

6,243,818

6,129,034

Other interest and borrowing expenses

695,199

612,850

Interest on pre IPO notes

619

588

Interest on notes

519,598

566,778

 

26

7,459,234

7,309,250

Interest rate swaps: ineffective element of cash flow hedges

26

945,198

(1,083,215)

Credit enhancement insurance premiums

896,028

860,647

Net exchange losses / (gains)

26

1,131,540

(604,339)

10,432,000

6,482,343

 

 

9. EARNINGS PER SHARE

Basic earnings per share are calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares outstanding during the period.

 

As of 31 December

2010

£

As of 31 December

2009

£

 

Net profit attributable to shareholders

596,201

5,938,831

 

Weighted average number of ordinary shares outstanding

92,287,577

66,808,738

 

Basic earnings per share (pence per share)

0.65

8.89

 

In January 2004, the Company issued CHF 7 million (£3.15 million) of 4% Senior Unsecured Pre-IPO Notes due in 2011. CHF 6.47 million (£2.74 million) of these notes were redeemed in October 2006 and a further CHF 0.51 million (£0.21 million) were redeemed in February 2007. Each note holder received warrants attached to the notes which may be exercised up to two years after a public offering of the Company's shares. The warrants entitle the note holders to subscribe for the Company's shares at a discount to the public offering of shares between 5% - 20% depending on the timing of a public flotation of the Company's shares.

 

Management has estimated that the maximum number of additional ordinary shares that could be issued at 31 December 2010 as 610 (2009 - 610). Based on this, the diluted earnings/(loss) per share at 31 December 2010 was 0.65 pence (2009 - 8.89 pence).

 

Adjusted Earnings per Share - Non GAAP

 

The Directors have chosen to disclose "adjusted earnings per share" in order to provide an indication of the Group's underlying business performance. Accordingly it excludes the effect of items as detailed below.

 

Note

As at 31 December 2010

£

As at 31 December 2009

£

Net profit attributable to shareholders

 

596,201

5,938,831

Fair value (gain) / loss on investment properties

11

(7,910,340)

2,217,907

Write off of accrued income

17

17,425,128

-

Deferred taxation on fair value gains

22

3,446,806

115,047

Amortisation of debt issue costs

26

439,292

348,399

Interest rate swap charge to income statement

8b)

945,198

(1,083,215)

Accrued income

17

(2,571,000)

(2,359,001)

Deferred taxation on accrued income

22

719,880

664,030

Write back of deferred taxation on accrued income

22

(4,880,365)

-

Recognition of deferred taxation asset

22

(2,207,732)

-

Impairment provision of receivable

19

867,198

-

Foreign exchange gains / (losses)

8b)

1,131,540

(604,339)

Current taxation

23

(47,185)

1,131,380

Adjusted earnings

7,954,621

6,369,039

Weighted average number of ordinary shares outstanding

 

92,287,577

66,808,738

Adjusted earnings per share (pence per share)

8.62

9.53

 

10. DIVIDENDS

A second interim dividend for 2009 in the amount of 4.5p per share was paid in May 2010; this resulted in a distribution of £3,006,393 (2009 - £2,672,350).

 

The Directors approved an interim dividend for 2010 in the amount of 2.5p per share which was paid in October 2010; this resulted in a distribution of £2,561,002 (2009 - £1,336,174).

The Directors approved a final dividend for 2010 in the amount of 4.5p per share which will be paid on 27 May 2011.

 

11. INVESTMENT PROPERTY

 

 

2010

£

2009

£

As at 1 January

256,911,121

258,450,196

Additions resulting from subsequent expenditure

7,365,300

8,292,022

Net gain / (loss) on fair value adjustment

7,910,340

(2,217,907)

Net changes in fair value adjustments due to exchange differences

37,158

(7,613,190)

As at 31 December

272,223,919

256,911,121

 

Bank borrowings are secured on investment property as outlined in Note 21.

 

Valuations of the investment properties were made as at 31 December 2010 by independent property consultants.

 

The valuation of the investment properties in the UK was conducted by Colliers CRE, UK. Based on the detailed review of relevant information, Colliers CRE concluded that capitalisation rates of between 5.75% - 10.0% (2009 - 6.0% - 7.5%) were appropriate under market conditions prevailing at 31 December 2010, resulting in an average capitalisation rate of 6.81% (31 December 2009 - 6.30%) PSPI has applied individual capitalisation rates as advised by Colliers CRE to each investment property in preparation of the consolidated financial statements.

 

The valuation of the investment properties in the US was conducted by Real Estate Asset Counselling Inc, US, using the direct capitalisation of the NOI (Net Operating Income) approach in their valuation. Based on the most recent transactions in the sector reviewed by REAC, the overall direct capitalisation rates ranged between 7.50% and 7.66% (2009 - 7.35% and 7.73%). The Company applied the mean capitalisation rate of 7.58% (2009 - 7.53%).

 

The valuation of the investment properties in Switzerland was conducted by Botta Management AG, using a discounted cash flow analysis. A discount factor of 4.5% (2009 - 4.5%) was used for the valuation at 31 December 2010.

 

The valuation of the investment properties in Germany were conducted by Colliers CRE, UK. Based on the duration of the leases, the future cash flows and after due consideration of transaction activity in the market, Colliers CRE concluded that capitalisation rates of 6.35% to 7.5% (2009: 6.35% to 8.50%) were appropriate under the market conditions prevailing at 31 December 2010, resulting in an average capitalisation rate of 6.70% (31 December 2009 - 6.74%) PSPI has applied individual capitalisation rates as advised by Colliers CRE to each investment property in preparation of the consolidated financial statements.

 

Included in property rent, maintenance and office expenses, as detailed in Note 7, are repairs of £102,649 (2009 - £95,135) in respect of investment properties generating rental income. These costs were incurred in respect of investment properties where the Group is responsible for structural and roof repairs. There were no repairs and maintenance costs incurred in respect of investment properties that did not generate rental income.

 

Additions resulting from subsequent expenditure consist of £5,105,279 (2009 - £5,406,838) in relation to capital expenditure on properties in the United Kingdom which has been completed during the year. The balance of £2,260,021 (2009 - £2,885,184) relates to capital expenditure on properties still under construction. This has been reflected under Investment Properties in accordance with IAS 40.

 

Of the total additions of £7,365,300 in the year, £4,541,427 relates to cash spent on capital expenditure with the balance of £2,823,873 representing accrued interest and capitalised rent. PSPI has a contractual obligation to perform repairs and maintenance on certain investment properties.

 

12. FINANCIAL INSTRUMENTS BY CATEGORY

 

The accounting policies for financial instruments have been applied to the line items below:

 

Notes

Loans and receivables

Assets at fair value through the profit and loss designated

Derivatives used for hedging

Available for sale

Total

31 December 2010

£

£

£

£

£

Assets as per balance sheet

Trade receivables - net

19

1,116,418

-

-

-

1,116,418

Receivables from finance lease

13

8,702,973

-

-

-

8,702,973

Loans and receivables

14

4,351,500

-

-

-

4,351,500

Receivables and prepayments

19

2,344,956

-

-

-

2,344,956

Cash and cash equivalents

14,745,112

-

-

-

14,745,112

Total

31,260,959

-

-

-

31,260,959

Liabilities at fair value through the profit and loss designated

Derivatives used for hedging

Other financial liabilities

Total

£

£

£

£

Liabilities as per balance sheet

Borrowings

21

-

-

145,637,641

145,637,641

Derivative financial instruments

18

-

5,300,517

-

5,300,517

Trade and other payables

24

-

-

246,446

246,446

Total

-

5,300,517

145,884,087

151,184,604

 

 

 

Notes

Loans and receivables

Assets at fair value through the profit and loss designated

Derivatives used for hedging

Available for sale

Total

31 December 2009

£

£

£

£

£

Assets as per balance sheet

Trade receivables

19

1,409,478

-

-

-

1,409,478

Receivables from finance lease

13

8,475,494

-

-

-

8,475,494

Loans and receivables

14

4,351,500

-

-

-

4,351,500

Receivables and prepayments

19

3,953,581

-

-

-

3,953,581

Cash and cash equivalents

1,908,958

-

-

-

1,908,958

Total

20,099,010

-

-

-

20,099,010

Liabilities at fair value through the profit and loss designated

Derivatives used for hedging

Other financial liabilities

Total

£

£

£

£

Liabilities as per balance sheet

Borrowings

21

-

-

148,526,879

148,526,879

Derivative financial instruments

18

-

4,313,387

-

4,313,387

Trade and other payables

24

-

-

161,603

161,603

Total

-

4,313,387

148,688,482

153,001,869

 

 

13. RECEIVABLE FROM FINANCE LEASES

2010

2009

£

£

Non-current

Finance leases - gross receivables

27,471,879

27,691,854

Unearned finance income

(18,715,404)

(19,157,195)

8,756,475

8,534,659

Current

Finance leases - gross receivables

808,384

779,532

Unearned finance income

(861,886)

(838,697)

(53,502)

(59,165)

Total receivable from finance leases

8,702,973

8,475,494

Gross receivables from finance leases:

- no later than 1 year

808,384

779,533

- later than 1 year and no later than 5 years

3,356,626

3,236,826

- later than 5 years

24,115,253

24,455,027

28,280,263

28,471,386

Unearned future finance income on finance leases

(19,577,290)

(19,995,892)

Total receivable from finance leases

8,702,973

8,475,494

The net receivable from finance leases may be analysed as follows:

- no later than 1 year

(53,090)

(49,421)

- later than 1 year and no later than 5 years

(212,358)

(197,684)

- later than 5 years

8,968,421

8,722,599

8,702,973

8,475,494

 

 

The Group has leased out a business under a licence agreement. The business is in respect of the provision of domiciliary care to clients in their own properties which has been licensed to an independent third party for 35 years with annual increases in line with the RPI index - minimum increase of 1.5%, maximum increase of 5%. The operator maintains the right to run the business and receive any benefits/losses derived from running the business. The remaining life of this licence is 29 years.

 

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. The Group does not hold any collateral as security. All receivables from finance leases are denominated in Pounds Sterling.

 

None of the receivable from finance leases were past due nor impaired.

 

14. LOANS AND RECEIVABLES

2010

£

2009

£

As at 1 January

4,351,500

4,351,500

Repayment of mezzanine loan

-

-

As at 31 December

4,351,500

4,351,500

 

Loans consist of 100% of the issued redeemable preference shares in lessee companies. These companies lease the investment properties as referred to in Note 11. These preference shares are redeemable at any time.

 

The preference shares are non-voting, not entitled to a dividend, are cancelled on the termination of the leases written with the relevant lessee companies and are repayable at par. Interest income, implicit on the loans is treated as interest income, as referred to in Note 6, on the same basis as specified in the lease agreements. During the year ended 31 December 2010, £583,943 (2009 - £552,741) was deducted from rental income and included in interest income. The various rental contracts are referred to in Note 6.

 

The fair values of loans and receivables are as follows:

 

31 December

2010

£

31 December

2009

£

Preference shares

5,251,105

5,504,949

5,251,105

5,504,949

 

The fair values are based on cash flows discounted using a rate based on the borrowing rate of 12.34% for the preference shares (2009 - 11.17% preference share).

 

The effective interest rates on non-current receivables were as follows:-

 

31 December

2010

31 December

2009

Preference shares

12.36%

12.94%

 

The maximum exposure to credit risk at the reporting date is the fair value of each class of loans and receivables mentioned above. The Group does not hold any collateral as security. All loans and receivables are denominated in Pounds Sterling.

 

None of the loans and receivables were past due nor impaired.

 

 

15. INTANGIBLE ASSETS - GOODWILL

 

2010

£

2009

£

As at 1 January

2,538,832

2,538,832

Impairment recognised in the year

-

-

As at 31 December

2,538,832

2,538,832

 

Goodwill arose on the acquisition of the issued share capital of Stonelea Healthcare Limited on 4 September 2007 and represents the excess of the total purchase consideration over the fair value of the net assets acquired.

 

 

The goodwill has arisen due to the provision of deferred taxation on the business combination in respect of the fair value of the property over its base cost. However, any future disposal may be performed in a manner such that any liability is unlikely to crystallise.

Impairment tests for goodwill

 

Goodwill acquired through business combinations has been allocated for impairment testing purposes to the group of cash generating units (CGU) to which it relates. In this instance that is the 3 investment properties acquired within HCP Stonelea Limited (see Note 11 - UK Properties). This represents the lowest level within the Group at which goodwill is monitored by management for internal reporting purposes.

 

In accordance with IAS 36 Impairment of Assets, the carrying amount of the CGU has been compared with its recoverable amount to test if impairment has occurred. The recoverable amount is defined as the higher of value in use and fair value less costs to sell.

 

The recoverable amount of the CGU has been based upon fair value less costs to sell calculations. These calculations, use the independent property valuation performed by Colliers CRE, UK as at 31 December 2010 as their basis. It is assumed that it is normal practice for such properties to be sold within its "corporate wrapper" and consequently that any deferred taxation liability in relation to the property should be included in the calculation of the value of the CGU. As such it is assumed that any future buyer of the investment properties would assume a share of the deferred taxation liability.

 

This test indicated that no impairment of goodwill had occurred in 2010 (2009: £Nil). There were accumulated impairment losses of £531,000 at the year end (2009 - £531,000).

 

16. INVESTMENTS IN SUBSIDIARIES

 

The subsidiaries are:

 

Country of Incorporation

Ownership Percentage

2010

2009

United Properties Holdings Incorporation

USA

100%

100%

United Post Office Investments Incorporation

USA

100%

100%

United Properties Finance Incorporation

USA

100%

100%

USI Healthcare Investment Company Limited

BVI

100%

100%

Healthcare Properties UK (Holdings) Limited

BVI

100%

100%

Healthcare Properties UK Limited

Guernsey

100%

100%

Healthcare Properties (Ashlea) Limited

Guernsey

100%

100%

Healthcare Properties (Oxford) Limited

UK

100%

100%

The Manor House Nursing Home Limited

UK

100%

100%

Healthcare Properties LDK Limited

Guernsey

100%

100%

Healthcare Properties Etzelgut Limited

Guernsey

100%

100%

HCP Wellcare Holdings Limited

Guernsey

100%

100%

HCP Wellcare Group Holdings Limited

BVI

100%

100%

Healthcare Properties (Wellcare) Limited

UK

100%

100%

HCP Wellcare Progressive Lifestyles Limited

UK

100%

100%

HCP Community Support Services Limited

UK

100%

100%

HCP Wellcare One Limited

UK

100%

100%

HCP Wellcare Two Limited

UK

100%

100%

HCP Wellcare Three Limited

UK

100%

100%

HCP Wellcare Four Limited

UK

100%

100%

HCP Wellcare Five Limited

UK

100%

100%

HCP Wellcare Six Limited

UK

100%

100%

Hollygarth Care Homes Limited

UK

100%

100%

HCP Stonelea Limited

UK

100%

100%

Stonelea Healthcare Limited

UK

100%

100%

Stonelea Developments Limited

UK

100%

100%

PSPI Elliott Celle Limited

BVI

100%

100%

PSPI Germany No 1 Limited

BVI

100%

100%

PSPI Germany No 2 Limited

BVI

100%

100%

PSPI Germany No 3 Limited

BVI

100%

100%

PSPI Elliott Bad Nauheim Limited

BVI

100%

100%

PSPI Elliott Marktredwitz Limited

BVI

100%

100%

PSPI Germany No 4 Limited

BVI

100%

100%

PSPI Germany No 5 Limited

BVI

100%

100%

PSPI Germany No 6 Limited

BVI

100%

100%

PSPI Germany No 7 Limited

BVI

100%

100%

PSPI Germany No 8 Limited

BVI

100%

100%

PSPI Germany No 9 Limited

BVI

100%

100%

 

All of the above entities were subsidiaries of the Company for the whole of the year unless otherwise stated.

 

17. ACCRUED INCOME

 

2010

£

2009

£

As at 1 January

14,854,128

12,495,127

Recognition of straight-line income

2,571,000

2,359,001

Write off of accrued income

(17,425,128)

-

As at 31 December

-

14,854,128

 

Accrued income is provided to recognise guaranteed future income over the period of the lease as referred to in Note 6. On 31 December 2010 the UK leases were amended to remove the guaranteed annual rental increase of 1.5%. As such, from this date accrued income is no longer to be accrued and any accumulated accrued income has been released.

 

18. DERIVATIVE FINANCIAL INSTRUMENTS

 

2010

2009

Assets

Liabilities

Assets

Liabilities

£

£

£

£

Interest rate swaps - cash flow hedges

-

5,300,517

-

4,313,387

 

Interest rate swaps

The notional principal amounts of the outstanding interest rate swap contracts at 31 December 2010 were £70.112 million (2009 - £57.372 million). At 31 December 2010, the fixed interest rates vary from 1.88% to 6.800% (2009 - from 6.115% to 6.800%).

 

The interest rate swaps in respect of aggregate mortgage borrowings on the UK investment properties referred to in Note 21 match the interest payment and principal repayment profile of the various facilities. The interest rate swaps have been classified as non current as the relevant Group companies have no automatic right to cancel the instruments.

 

The movement between these dates, reflecting a move to market of the interest rate swaps of £987,130 (2009 - £(1,243,193)), of this movement £(41,932) (2009 - £159,978) was adjusted directly against equity. This represents the movement of those swaps deemed effective. Swaps that are no longer effective and therefore ineligible for hedge accounting have been adjusted against the income statement and total £945,198, see Note 8b.

 

During 2010 a new swap agreement was taken out in relation to borrowings secured on certain German properties which matches the interest payment and principal repayment profile of the facility. As at 31 December 2010 this was valued at £215,207.

 

Interest rate swaps are commitments to exchange one set of cash flows for another. Swaps result in an economic exchange of interest rates (for example, fixed rate for floating rate). No exchange of principal takes place. The Group's credit risk represents the potential cost to replace the swap contracts if counterparties fail to perform their obligation. This risk is monitored on an ongoing basis with reference to the current fair value, a portion of the notional amount of the contracts and the liquidity of the market. The Group assesses counterparties using the same techniques as for its lending activities to control the level of credit risk taken.

 

The maximum exposure to credit risk at the reporting date is the fair value of each class of derivative financial instruments mentioned above. The Group does not post any collateral as security.

 

 

19. RECEIVABLES AND PREPAYMENTS

 

2010

£

2009

£

Trade receivables

1,983,616

1,409,478

Provision for impairment of trade receivables

(867,198)

-

Trade receivables - net

1,116,418

1,409,478

Other receivables

1,334,087

1,586,311

Prepayments

1,010,869

2,367,270

3,461,374

5,363,059

 

In December 2005, the Company deposited £500,000 as a prepayment of insurance premia with QBE as part of a CHF 23 million (£15.8 million) borrowing. In accordance with the terms of the agreement with QBE, the deposit was increased to £1,000,000 during 2006, which was included in prepayments in 2009. The CHF 23 million (£15.8 million) borrowing was repaid by the company during the year (see Note 21) as such the £1,000,000 was returned to the company.

 

Included under prepayments is an amount of £256,320 (2009 - £248,713) in respect of funds held by a trustee in respect of maintenance and amortisation reserves, which will be utilised on maturity of the bonds issued by United Post Office Investments Inc.

 

Included under prepayments is an amount of £544,975 (2009 - £Nil) in respect of funds held in a maintenance and liquidity reserve under the terms of a new financing agreement taken out in 2010.

 

Included in other receivables is an amount of £1,168,484 (2009 - £1,151,142) including accrued interest, lent to European Care as short term working capital.

As at 31 December 2010, trade receivables of £1,097,625 (2009 - £722,565) were past due. Provision for impairment of this amount has been made in accordance with the accounting policies of the group. The ageing of this receivable is as follows:

 

£

2010

£

2009

3 to 6 months

67,964

-

Over 6 months

1,029,661

722,565

 

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable and prepayment mentioned above. The Group does not hold any collateral as security.

 

None of the other receivables and prepayments are impaired.

 

20. SHARE CAPITAL

 

31 December

2010

£

31 December

2009

£

Authorised:

Equity interests:

500,000,000 Ordinary shares of $0.01 each

2,569,974

2,569,974

Allotted, called up and fully paid:

Equity interests:

66,808,738 Ordinary shares of $0.01 each

-

344,853

102,440,064 Ordinary shares of $0.01 each

576,466

-

 

Number of shares

 

Ordinary shares

£

Share premium

£

 

Total

 

£

 

At 31 December 2008

66,808,738

344,853

64,038,167

64,383,020

At 31 December 2009

66,808,738

344,853

64,038,167

64,383,020

Proceeds for shares issued

35,631,326

231,613

22,085,315

22,316,928

Exchange of loans

-

-

2,625,000

2,625,000

Costs of share issue

-

-

(762,113)

(762,113)

At 31 December 2010

102,440,064

576,466

87,986,369

88,562,835

 

On 26 March 2010, the Company announced an 8 for 15 Open Share Offer with the issue of 35,631,326 Open Offer Shares at a price of 70 pence per share. This offer closed on 13 April 2010 at which point valid applications for 18,487,890 by qualifying shareholders had been received.

 

As a consequence, the remaining 17,143,436 were issued to qualifying shareholders under the excess application facility. The total of 35,631,326 shares were admitted for trading on AIM on 14 April 2010. After fees and non cash exchanges the total cash proceeds were £22,316,928.

 

The Directors approved an interim dividend for 2010 in the amount of 2.5p per share which was paid in November 2010; this resulted in a distribution of £2,561,002 (see Note 10).

 

 

21. BORROWINGS

 

2010

£

2009

£

Non-current

Mortgages

112,351,637

107,778,371

Bonds

-

14,285,263

Other

-

7,488,392

Senior Pre-IPO Notes

-

10,381

112,351,637

129,562,407

Current

Mortgages

10,187,090

1,641,289

Other

23,088,533

17,323,183

Senior Pre-IPO Notes

10,381

-

33,286,004

18,964,472

Total borrowings

 

145,637,641

148,526,879

 

Total borrowings include secured liabilities (Mortgages, bonds and other borrowings) of £144,699,093 (2009 - £131,193,315). These borrowings are secured by the assets of the Group. At 31 December 2009, the Group had subordinated borrowings of CHF Nil (2009 - CHF 23 million (£15.8million)) which are primarily secured by a pledge of shares of various subsidiary undertakings. There are various other pledges and covenants included in the loan agreements of the Group which are regularly reviewed and tested to ensure compliance at least annually.

 

The maturity of borrowings is as follows:

 

2010

£

2009

£

Current borrowings

33,286,004

18,964,472

Between 1 and 2 years

80,902,874

9,129,682

Between 2 and 5 years

27,818,856

98,970,822

Over 5 years

3,629,907

21,461,903

Non-current borrowings

112,351,637

129,562,407

 

The carrying amounts and fair value of the non-current borrowings are as follows:

Carrying amounts

Fair values

2010

2009

2010

2009

£

£

£

£

Mortgages

112,351,637

107,778,371

108,560,898

102,024,489

Bonds

-

14,285,263

-

14,246,019

Other

-

7,488,392

-

6,868,749

Senior pre-IPO notes

-

10,381

-

10,381

112,351,637

129,562,407

108,560,898

123,149,638

 

 

The fair values are based on cash flows discounted using a rate based upon a range of borrowings rate between 2.5% and 8.5% (2009 - 2.50% and 8.50%).

 

The carrying amounts of short-term borrowings approximate their fair-value.

 

The carrying amounts of the Group's total borrowings are denominated in the following currencies:

 

2010

£

2009

£

Pound sterling

85,052,777

86,334,898

US dollar

14,661,254

14,285,263

Swiss franc

8,286,381

21,357,044

Euro

37,637,229

26,549,674

145,637,641

148,526,879

 

22. DEFERRED INCOME TAX

 

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority.

 

 

 

2010

£

2009

£

Deferred tax liabilities to be recovered after more

than 12 months

33,882,994

34,229,570

 

The gross movement on the deferred income tax liability account is as follows:

2010

£

2009

£

Beginning of the year

34,229,570

33,966,478

Income statement (credit) / charge

(713,679)

779,076

Net changes due to exchange differences

367,103

(515,984)

End of the year

33,882,994

34,229,570

 

Deferred income tax liabilities of £1,823,280 (2009: £1,599,224) have not been recognised for the withholding tax and other taxes that would be payable on the un-remitted earnings of certain subsidiaries. Such amounts are permanently reinvested. Un-remitted earnings totalled £6,511,714 at 31 December 2010 (2009: £5,711,514). No deferred income tax liabilities have been recognised for the withholding tax and other taxes concerning un-remitted earnings of subsidiaries as these liabilities will not crystallise due to the tax structure of the Group.

 

The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same jurisdiction, is as follows:

 

 

Deferred tax liabilities:

Fair value gains from Business combinations

 

£

Fair value gains

 

 

 

£

Straight line recognition

of lease income

£

Total

 

 

 

 

£

At 31 December 2008

11,057,273

19,412,750

3,496,455

33,966,478

Charged to the income statement

-

115,046

664,030

779,076

Net changes due to exchange differences

-

(515,984)

-

(515,984)

At 31 December 2009

11,057,273

19,011,812

4,160,485

34,229,570

Charged to the income statement

-

3,446,806

(4,160,485)

(713,679)

Net changes due to exchange differences

-

367,103

-

367,103

At 31 December 2010

11,057,273

22,825,721

-

33,882,994

 

 

 

2010

£

2009

£

 

Deferred tax assets

 

2,207,732

-

 

 

 

A deferred income tax asset relating to taxable losses in certain Group companies was recognised in the year as it is highly probable that future tax profit will be available against which it can be utilised (See Note 2.17)

 

 23. INCOME TAXES

 

2010

£

2009

£

Current tax

47,185

(1,131,381)

Deferred tax (Note 22)

2,921,411

(779,076)

2,968,596

(1,910,457)

 

 

In 2010, £2,207,732 (2009: £Nil) was recognised as a deferred tax asset (Note 22) which has given rise to an overall tax credit in the year.

 

The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated companies as follows:

 

 

2010

£

2009

£

Loss / (profit) before tax per consolidated income statement

2,372,395

(7,849,288)

Tax calculated at domestic tax rates applicable to profits in the respective countries

612,988

(2,093,550)

Expenses not deductible for tax purposes

(223,192)

(356,918)

Recognition of deferred tax asset

2,207,732

-

Utilisation of previously unrecognised capital allowances and tax losses

371,068

540,011

Income Tax (Note 26)

2,968,596

(1,910,457)

 

The weighted average applicable tax rate was 25.84% (2009: 26.67%). The increase in the effective tax rate is caused by a change in the profitability of certain of the Group's subsidiaries.

 

24. TRADE AND OTHER PAYABLES

 

2010

£

2009

£

Social security and other taxes

95,233

78,423

Other payables

151,213

83,180

246,446

161,603

 

25. ACCRUALS

 

2010

£

2009

£

Interest and other finance costs

506,744

590,083

Amounts owed to related parties (Note 27)

131,112

1,516,234

Other accrued expenses

289,928

395,249

927,784

2,501,566

 

26. CASH GENERATED FROM OPERATIONS

 

 

 

Note

2010

£

2009

£

Profit / (loss) for the year:

Adjustments for non cash items:

 

 

596,201

5,938,831

- Interest expense

8 (b)

7,459,234

7,309,250

- Net foreign exchange losses

8 (b)

1,131,540

(604,339)

- Interest income

8 (a)

(2,668,876)

(1,959,774)

- Tax

23

(2,968,596)

1,910,457

- Ineffective element of cash flow hedge

8 (b)

945,198

(1,083,215)

- Write off of accrued income

17

17,425,128

-

- Amortisation of debt issue costs

439,292

348,399

- Changes in working capital

- Changes in fair value of investment property

11

(7,910,340)

2,217,907

- Changes in receivables and prepayments

990,695

1,310,888

- Changes of accrued income

17

(2,571,000)

(2,359,001)

- Changes in trade and other payables

84,843

18,818

- Changes in accruals

(51,664)

1,401,894

Cash generated from operations

 

12,901,655

14,450,115

 

 

27. RELATED PARTY TRANSACTIONS

 

Dr. iur. V. Lanfranconi is the majority beneficial owner of USI Group Holdings AG (USIGH AG). Until 26 March 2007, USIGH AG was the ultimate controlling party of PSPI. After this date, USIGH AG retained a significant interest in the company with a 20.07% shareholding (2009: 25.16%). David Quint and Dr Doraiswamy Srinivas are both directors of RP&C International Inc (RP&C), USIGH AG and some of its subsidiaries. William Vanderfelt is also a non executive director of RP&C and USIGH AG. RP&C is the parent company of RP&C International (Guernsey) Limited which held 6.47% of the issued ordinary share capital of USIGH AG at 31 December 2010 (31 December 2009 - 6.47%).

 

The Group was charged £1,668,716 (2009 - £2,019,596) in management fees by RP&C. During the year the Group was charged capital raising fees of £125,000 (2009 - £Nil).

 

At 31 December 2010, management fees of £131,112 (2009 - £1,516,234) was owed by the Group (Note 25).

 

Esquire Consolidated Limited ("ECL"), one of the shareholders of USIGH AG, has subsidiaries that are customers of the Group. Under various rental contracts total rental income and finance lease income from these contracts for the year ended 31 December 2010 was £10,893,261 (2009 - £10,369,978) and £1,031,914 (2009 - £833,198) respectively.

 

On 14 December 2009, a subsidiary of the Company borrowed €1.65 million (£1.48 million) from a subsidiary of USIGH AG to partially repay other short term borrowings. The borrower was charged interest at the rate of 6% per annum up to 31 March 2010 and 8% per annum until the repayment on 13 April 2010.

 

At 31 December 2010, the Group had outstanding loans of CHF Nil (2009 - CHF 23million (£13.9 million)) 6.17% fixed interest and £7,500,000 (31 December 2009 - £7,500,000) 5.98% fixed interest from Nationwide Insurance Group, which is a minority shareholder of RP&C.

 

At 31 December 2010, the Group had outstanding loans to subsidiaries of ECL of £4,351,500 (31 December 2009 - £4,351,500). The Group's investment in property comprises the cost of acquisition plus these loans advanced to the operator on which the return, inclusive of interest is charged at between 9.5% - 10.5%.

 

All transactions with related parties are carried out on an arms length basis.

 

28. DIRECTORS' REMUNERATION

 

The following directors' fees were recognised in 2010 and 2009:

 

2010

£

2009

£

Mr Patrick Hall

45,000

45,000

Mr Richard Barnes

25,000

25,000

Mr Christopher Lovell

25,000

25,000

Mrs Susan McCabe

25,000

25,000

Mr Alan Henderson

25,000

25,000

Mr Jonas Rydell

Nil

Nil

Mr Derek Livingstone (resigned 24th June 2010)

12,500

25,000

Mr Neel Sahai (appointed 24th June 2010)

12,500

Nil

 

29. EMPLOYEES

 

The Company had no employees at 31 December 2010 (2009 - none).

 

30. ULTIMATE CONTROLLING PARTY

 

 

The Company's shares are listed on the London AIM stock market and, as such, the Company does not have a controlling party.

 

 

31. SEGMENT INFORMATION

UK

US

Germany

Switzerland

Total

Year ended 31 December 2010

£

£

£

£

£

Revenue (Note 6)

13,464,261

1,493,371

3,535,465

765,172

19,258,269

Adjusted profit after tax

4,247,912

1,023,195

2,204,761

478,754

7,954,622

Assets

Investment properties (Note 11)

187,040,269

17,411,609

51,333,261

16,438,780

272,223,919

(including capital expenditure)

Goodwill (Note 15)

2,538,832

-

-

-

2,538,832

Cash

11,602,530

266,270

2,817,452

58,860

14,745,112

Segment assets for reportable segments

201,181,631

17,677,879

54,150,713

16,497,640

289,507,863

Liabilities

Total borrowings (Note 21)

101,266,909

14,661,254

21,423,097

8,286,381

145,637,641

Segment liabilities for reportable segments

101,266,909

14,661,254

21,423,097

8,286,381

145,637,641

 

 

UK

US

Germany

Switzerland

Total

Year ended 31 December 2009

£

£

£

£

£

Revenue (Note 6)

12,728,979

1,474,680

3,709,165

732,164

18,644,988

Adjusted profit after tax

2,729,720

913,500

2,329,833

395,986

6,369,039

Assets

Investment properties (Note 11)

170,920,697

17,383,225

53,098,822

15,508,377

256,911,121

(including capital expenditure)

Goodwill (Note 15)

2,538,832

-

-

-

2,538,832

 

Cash

986,328

335,391

558,619

28,620

1,908,958

Accrued income (Note 17)

14,854,128

-

-

-

14,854,128

Segment assets for reportable segments

189,299,985

17,718,616

53,657,441

15,536,997

276,213,039

Liabilities

Total borrowings (Note 21)

118,716,794

14,285,263

8,012,573

7,512,249

148,526,879

Segment liabilities for reportable segments

118,716,794

14,285,263

8,012,573

7,512,249

148,526,879

 

Revenues derived from the UK, US and Swiss segments relate entirely to one external customer per segment. German segment revenues derive from three external customers, one of which represents 12.6% of total group revenue. Amounts for PSPI Limited, domiciled in the British Virgin Islands are included in the UK Column.

 

A reconciliation of total adjusted profit after tax to profit after tax as per the consolidated income statement is provided as follows:

 

31 December

2010

£

31 December

2009

£

Adjusted profit for reportable segments

7,954,622

6,369,039

Fair value movement on investment properties

7,910,340

(2,217,907)

Deferred taxation on fair value gains

(3,446,806)

(115,047)

Release of deferred tax on accrued income

4,880,365

-

Amortisation of debt issue costs

(439,292)

(348,399)

Interest rate swap charge to income statement

(945,198)

1,083,215

Accrued income

2,571,000

2,359,001

Deferred taxation on accrued income

(719,880)

(664,030)

Recognition of deferred tax asset

2,207,732

-

Recognition of impairment provision for receivables

(867,198)

-

Write off of accrued income

(17,425,128)

-

Current taxation

47,185

(1,131,380)

Foreign exchange movement

(1,131,541)

604,339

Profit for the year per income statement

596,201

5,938,831

 

 

Reportable segments' assets are reconciled to total assets as follows:

 

 

 

31 December

2010

£

31 December

2009

£

Total reportable segment assets

289,507,863

276,213,039

Receivable from finance lease (Note 13)

8,702,973

8,475,494

Receivables and prepayments (Note 19)

3,461,374

5,363,059

Deferred income tax (Note 22)

2,207,732

-

Loans and receivables (Note 14)

4,351,500

4,351,500

Current income tax receivable

628,018

-

Total assets per balance sheet

308,859,460

294,403,092

 

Reportable segments' liabilities are reconciled to total liabilities as follows:

 

 

 

31 December

2010

£

31 December

2009

£

Total reportable segment liabilities

145,637,641

148,526,879

Deferred taxation (Note 22)

33,882,994

34,229,570

Current taxation

-

1,360,587

Derivatives (Note 18)

5,300,517

4,313,387

Trade payables and accruals (Note 24 and 25)

1,174,230

2,663,169

Total liabilities per balance sheet

185,995,382

191,093,592

 

 

32. SUBSEQUENT EVENTS

 

In February 2011, the Group repaid £7.5 million of fixed rate notes. These were repaid in full at the maturity date.

 

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