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Half-year Report

26th Aug 2016 07:00

RNS Number : 1802I
Industrial Multi Property Trust PLC
26 August 2016
 

 

 

 

 

 

 

Highlights

 

· Adjusted net asset value ("NAV") per ordinary share - 296 pence as at 30 June 2016 (261 pence at 31 December 2015).

 

· Adjusted earnings per ordinary share ("EPS") - loss of 6.1 pence for the six months to 30 June 2016 (loss of 7.9 pence for the six months to 30 June 2015).

 

· New lettings - 27 new lettings and 11 lease renewals achieved during the six months to 30 June 2016 (represents 10.2% of the estimated rental value ("ERV") of the total portfolio based on the final achievable annual rent including stepped rent).

 

· Additional contracted rent - £0.3 million per annum of additional passing rent is contracted to start during the twelve months to 30 June 2017, benefitting cash flow.

 

· Occupancy improved - the occupancy level by estimated rental value stood at 90.2% as at 31 July 2016 (compared with 89.9% as at 30 June 2016 and 89.3% as at 31 December 2015).

 

· Portfolio valuation increased - the Group's property portfolio was valued at £85.1 million as at 30 June 2016 (£81.6 million as at 31 December 2015), an increase of £3.5 million (+4.3%) during the six month period.

 

 

 

 

 

13.4%

Adjusted NAV increased by 13.4%

 

 

27+11

27 new lettings completed

11 lease renewals

 

 

90.2%

Occupancy rate increased to 90.2%

 

 

296p

Adjusted NAV of 296 pence per share

 

 

£85.1 million

Portfolio valuation increase to £85.1 million. 

 

 

Company summary and objectives

 

Objectives

Industrial Multi Property Trust plc (the "Company" or together with its subsidiaries the "Group") was incorporated in the Isle of Man on 10 June 2002 as a closed-ended investment company. The Company and its subsidiaries invest in higher yielding UK commercial property.

The key objectives of the Company are:

 

· Increase earnings and cash flow - increase occupancy in the portfolio and reduce expenses.

· Protect and enhance asset values - prudent investment in selected portfolio properties.

· Strengthen the balance sheet - reduce bank borrowings progressively, through rental surplus consistent with the investment programme for the property portfolio

 

Dividends

The Company paid no dividends during the period and no dividends are currently proposed (2015: £nil).

 

Listing

The Company is a closed-ended Isle of Man registered investment company which has been declared under the relevant legislation to be a closed-ended Collective Investment Scheme. Since 27 October 2014, its shares have been traded on the Specialist Fund Market of the London Stock Exchange, an EU regulated market following a transfer of the shares from a listing on the Official List of the UK Listing Authority. The shares have been traded on the London Stock Exchange since 4 April 2003. Following shareholders' approval at the Extraordinary General Meeting, on 26 September 2014 of the new Articles, the Company's continuation vote has been removed.

 

Management

The Company's Investment Adviser and Manager is Alpha Real Capital LLP ("Alpha"). Control of the Company rests with the non-executive Isle of Man based Board of Directors.

 

ISA/SIPP status

The Company's shares are eligible for Individual Savings Accounts (ISAs) and Self Invested Personal Pensions (SIPPs).

 

Website

www.industrialmultipropertytrust.com

 

Financial highlights

Half year ended

30 June

 Year

 ended

31 December

Half year ended

30 June

2016

2015

2015

 

NAV (£'000)

23,883

21,291

19,352

Adjusted NAV (£'000)1

24,909

21,916

19,931

NAV per ordinary share

284.0p

253.2p

230.1p

Adjusted NAV per ordinary share1

296.2p

260.6p

237.0p

Earnings per ordinary share (pence) (basic and diluted)

30.8p

42.8p

19.8p

Adjusted earnings per ordinary share 2

(6.1p)

(18.1p)

(7.9p)

 

1. The adjusted net assets are presented to provide what the Board believes is a more relevant assessment of the Group's net asset position. The Board has determined that certain fair value and accounting adjustments may not be realisable in the longer term (see note 14).

 

2. The adjusted earnings are presented to provide what the Board believes is a more appropriate assessment of the operational income accruing to the Group's activities. Hence the Board adjusts basic earnings for income and costs which are not of a recurrent nature or which may be more of a capital nature (see note 13).

 

 

 

Chairman's statement

 

I am pleased to present the half year report and the condensed consolidated financial statements of Industrial Multi Property Trust plc for the six months ended 30 June 2016.

 

Property performance

The active asset management initiatives within the portfolio have continued to assist in the retention of tenants and the letting of vacant units. The Group has achieved 27 new lettings and 11 lease renewals increasing the occupancy level across the Group to 90.2% (by ERV) as at 31 July 2016 compared with 89.9% as at 30 June 2016 and 89.3% as at 31 December 2015, enhancing the Group's income. Further detail on asset management progress appears in the Investment Adviser and Manager's report.

 

On a like-for-like basis, as no properties were bought or sold in the period, the portfolio valuation increased by £3.5 million during the six month period to £85.1 million at 30 June 2016, a 4.3% increase. An evaluation of the Group's property portfolio performance can be found in the Investment Adviser and Manager's report.

 

Financial performance

The adjusted NAV per ordinary share at 30 June 2016 is 296.2 pence (31 December 2015: 260.6 pence). This increase is mainly due to an increase in the fair value of investment properties which is partly offset by an operating loss due to finance costs. The results for the period show an adjusted EPS loss of 6.1 pence (30 June 2015 loss of 7.9 pence). The continuing losses are due to the Group's high level of finance costs.

 

Bank borrowings and financing

As previously reported, the Group entered into financing agreements on 5 December 2013. These loan facilities are for a period of five years expiring in December 2018. A hedging arrangement was entered into on 27 January 2014, which has the effect of fixing the Group's interest rate exposure on £25.1 million of debt until 4 December 2018. Further details can be found in notes 18 and 21. During the period the Group was compliant with the lenders' covenants.

 

Going concern

The Board has concluded that the Company and the Group is considered to be a going concern and as a result of this the condensed consolidated financial statements for the six month period ended 30 June 2016 have been prepared on a going concern basis. Further detail on the basis of preparation is provided in note 2 to the financial statements.

 

Outlook

Industrial Multi Property Trust plc continues to focus on making further progress in preserving and improving the income generated by its property portfolio and enhancing its asset value. Anecdotally we understand that regionally multi-let light industrial properties typically owned by the Fund have been less affected by the Brexit impact on the commercial property market in general.

 

With the current long term financing arrangements in place the Board believes that the Group's strategy provides a strong platform from which to rebuild shareholder value over the medium to long term, recognising that the current financing arrangements have resulted in increased finance costs. The Board is confident that the Group will be able to service its debt, and with an improving secondary commercial property market, the Group and therefore the shareholders may see an improvement in the net asset value in the medium to long term.

 

The Board reiterates its previously announced intention to target a refinancing of the portfolio in the last quarter of 2016 and if a refinancing is not possible it will continue to review alternative ways to improve shareholder value.

 

 

Jonathan Clague

Chairman

Date: 25 August 2016

 

Investment Adviser and Manager's report

 

The Investment Adviser and Manager's strategy to deliver shareholder value will continue to focus on the following objectives:

· To enhance net rental income - the marketing strategy for vacant units will aim to meet tenant requirements for good quality, affordable accommodation on flexible lease terms.

· To selectively deploy capital expenditure when 'value add' opportunities are identified - a rolling programme of maintenance will continue to be undertaken, however priority will be given to refurbishments where a property can be significantly enhanced to attract additional tenant demand. The Investment Adviser and Manager is also looking to identify opportunities to extend leases and or remove tenant breaks where appropriate value can be unlocked.

· To reduce borrowings through rental surplus and to reduce the loan-to-value ("LTV") ratio. Limited strategic sales or disposals will be considered where it is believed that the net sale proceeds will benefit shareholder returns.

· To actively review the potential refinancing options, at an optimum time to mitigate the effects of the loan facilities' early repayment penalties (see note 21 for further details).

· To actively review the potential to resume payment of dividends.

 

The strategy to concentrate on active asset management initiatives within the portfolio offers tangible opportunities to generate strong positive cash flows in the future.

 

Property Portfolio overview

 

Property Portfolio by region

Total as a percentage of Market Value

Total as a percentage of Market Value

June

December

2016

2015

%

%

Midlands

30

30

East of England

20

20

North East

2

2

North West

7

7

South East

11

11

South West

20

20

Wales

1

1

Yorkshire & Humberside

9

9

Total

100

100

 

Portfolio by sector

Total as a percentage of Market Value

Total as a percentage of Market Value

June

December

2016

2015

%

%

Light industrial properties

86

86

Office properties

14

14

Total

100

100

 

 

 

 

 

Investment Adviser and Manager's report (continued)

 

Property Portfolio overview (continued)

 

The portfolio comprises a well-diversified portfolio of 52 multi-let properties offering 488 leasable units with a total floor area of approximately 156,100 square metres (approximately 1.7 million square feet) all of which are located in the UK. The properties offer attractively priced accommodation for local and regional occupiers.

 

Of the total portfolio (by area), approximately 92% is invested in light industrial property and 8% in offices.

 

Tenants have continued to favour shorter term flexible leases and against this background the weighted average lease length is 4.1 years to expiry and 2.4 years to the next tenant break.

 

Asset management review

The occupational market is continuing to improve, and the Group's flexible approach to meeting tenant demand has been successful in reducing the number of vacant units: 27 new lettings and 11 lease renewals were completed during the period, with a further 10 units under offer for new leases as at 30 June 2016. Many of the leases incorporate stepped increases in rents and there is an additional £0.3 million per annum of contracted rent due to start during the next twelve months which will benefit the Group's cash flow.

 

The numbers of new lettings and tenant retentions are encouraging, and accordingly notable progress has been made in increasing occupancy. Based on ERV, the occupancy level stood at 90.2% as at 31 July 2016 (compared with 89.9% on 30 June 2016 and 89.3% as at 31 December 2015).

 

Tenant insolvency has increased marginally with 4 tenants, accounting for 0.6% of ERV, becoming insolvent compared with 2 tenants (0.4% of ERV) in the same period last year.

 

 

Activity during the period

Number of Tenants

Rent £'000 pa

As % of Estimated Rental Value

Tenant lease breaks exercised

1

55

0.6

Tenant vacated at lease end

18

209

2.3

Tenant insolvency

4

54

0.6

New lettings completed

27

398*

4.4

Tenant leases renewed

11

529*

5.8

 

*Final achievable annual rent including stepped rents.

Based on the current total portfolio ERV, there is also the potential for additional rent of £1.5 million per annum assuming the portfolio were to become fully let and income producing.

 

Property Sales

In keeping with the Board's strategy to undertake limited strategic sales, the portfolio continues to be reviewed to identify potential disposals where it is believed that the net sales proceeds will benefit shareholder returns.

 

Valuation

The Group's property portfolio was valued as at 30 June 2016 by Cushman & Wakefield (formerly DTZ Debenham Tie Leung Limited) at £85.1 million (£81.6 million as at 31 December 2015) an increase of £3.5 million (4.3%) during the six month period. The average capital value of the portfolio is £543 per square metre (£51 per square foot).

 

Valuation uncertainty following the EU Referendum

At the Referendum held on 23 June 2016 concerning the UK's membership of the EU, a decision was taken to exit.

 

We are now in a period of uncertainty in relation to many factors that impact the property investment and letting markets. Most economists have reduced UK growth forecasts for the next 2 or 3 years. Government

 

 

Investment Adviser and Manager's report (continued)

 

stimulatory action can be expected, whether through official rate cuts, a resumption of quantitative easing, increased spending, or other business friendly measures.

 

Given the Referendum date, it is still too early to gauge the full effect of this decision on the Fund's property valuation by reference to relevant transactions in the market place.

 

Financing

 

As previously reported the Group entered into new financing agreements on 5 December 2013 as follows:

 

· A £33.5 million (loan balance £32.5 million as at 30 June 2016) senior facility with a five-year term expiring in December 2018 and an initial margin of 3% per annum over 3 month LIBOR, with Royal Bank of Scotland ("RBS").

· A £20.0 million (loan balance £19.9 million as at 30 June 2016) mezzanine loan facility with a five-year term expiring in December 2018 and a coupon of 11% per annum, with Europa Mezzanine Finance Sarl ("Europa").

· A £11.5 million (loan balance £10 million as at 30 June 2016) unsecured subordinated loan facility with a five-year term expiring in December 2018 and a coupon of 15% per annum with Alpha Real Trust Limited ("ART").

 

On 27 January 2014, the Group entered into an interest rate swap for the amount of £25.1 million with RBS. The interest rate swap has the effect of fixing the Group's interest rate exposure on £25.1 million of these borrowings from 27 January 2014 until 4 December 2018 at 2.0225% per annum, before the margin of 3% per annum.

 

The overall LTV ratio on total borrowings was 73.3% as at 30 June 2016 (76.3% on total borrowings as at 31 December 2015).

 

UK economy

 

Economic commentary

According to the Office for National Statistics (ONS), the gross domestic product (GDP) of the UK was estimated to have increased by 0.6% in the second quarter of 2016 (April to June) compared with growth of 0.4% in the first quarter of 2016 (January to March).

 

The UK's GDP was 2.2% higher in the second quarter of 2016 compared with the same quarter a year ago.

 

The ONS also reported that the UK's Consumer Prices Index (CPI) rose by 0.5% in the year to June 2016, compared with a 0.3% rise in the year to May. The June rate is slightly higher than the rates seen for most of 2016, though it is still relatively low historically.

 

As at the end of May, the unemployment rate was 4.9%, down from 5.6% for a year earlier. The last time it was lower was in September 2005.

 

On 4 August 2016, UK interest rates were cut from 0.5% to 0.25% - a record low and the first cut since 2009. The Bank of England has also signalled that rates could go lower if the economy worsens.

 

The effects on the economy of the Referendum result remain unclear.

 

Property commentary

 

Investment volumes in the UK reached over £20 billion in the first six months of 2016. However, since the Referendum date, market sentiment has been impacted by the closure of redemptions in several UK retail funds and falls in the share prices of UK REITs despite the fact that the underlying fundamentals of the market are healthier than when the global financial crisis occurred in 2007.

 

Following strong investor appetite for UK industrial assets in the first quarter of 2016, total investment volumes fell for a third straight quarter. Second-tier and the best secondary markets attracted more interest

 

 

 

Investment Adviser and Manager's report (continued)

 

as the supply of Grade A stock remains low. Capital value growth has slowed over the year hitting 7% per annum in June 2016 (June 2015 was 16% per annum).

 

The Brexit vote has increased economic uncertainty. However, it has been reported that industrial and logistics occupier markets remain robust and resilient as is the Group's experience in the limited period.

 

Anecdotally we understand that regionally multi-let light industrial properties typically owned by the Fund have been less affected by the Brexit impact on the commercial property market in general.

 

Conclusion

 

The 13.4% increase in adjusted net asset value for the six months to 30 June 2016 is encouraging. This increase has been achieved through a combination of improved valuations, increased occupancy and reducing void costs. Following the refinancing in December 2013 the mezzanine and sub-ordinated loan facilities carry a comparatively high interest charge which continues to have a negative impact on current earnings. The Investment Adviser and Manager and the Board will target a refinancing of the portfolio in the last quarter of 2016. For the property portfolio the goal continues to be to increase the level of rent and occupancy throughout the portfolio and to build on the asset management success delivered during the previous six months.

 

 

 

Tom Pissarro

Alpha Real Capital LLP

Investment Adviser and Manager

Date: 25 August 2016

 

 

 

Statement of Directors' Responsibilities in respect of the Directors' Report and the condensed consolidated financial statements

 

The Directors are responsible for preparing the Directors' Report and the condensed consolidated financial statements in accordance with applicable law and regulations. In addition, the Directors have elected to prepare the condensed consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the EU.

 

The condensed consolidated financial statements are required to give a true and fair view of the state of affairs and of the comprehensive income of the Group for that period.

 

In preparing these condensed consolidated financial statements, the Directors are required to:

 

· select suitable accounting policies and then apply them consistently;

· make judgements and estimates that are reasonable and prudent;

· state whether they have been prepared in accordance with International Financial Reporting Standards as adopted by the EU; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

 

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time its financial position. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

 

Each of the Directors confirms that to the best of each person's knowledge and belief:

(a) the condensed consolidated financial statements comprising the condensed consolidated statement of comprehensive income, the condensed consolidated balance sheet, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows and related notes which have been prepared in accordance with IAS 34 Interim Financial Reporting, give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group.

(b) the interim management commentary includes a fair review of the information required by:

(i) DTR 4.2.7R the Disclosure & Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year;

(ii) DTR 4.2.8R of the Disclosure & Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during the period; and any changes in the related party transactions described in the last annual report that could do so.

On behalf of the Board,

 

 

Donald Lake Philip Scales

Director Director

Date: 25 August 2016 Date: 25 August 2016

 

 

 

 

Independent review report to Industrial Multi Property Trust plc

 

 

Introduction

We have been engaged by Industrial Multi Property Trust Plc ("the Company") and its subsidiaries ("the Group") to review the condensed consolidated financial statements in the half-yearly financial report for the six months ended 30 June 2016, which comprises the condensed consolidated statement of comprehensive income, the condensed consolidated balance sheet, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated set of financial statements.

 

This report is made solely to the Group in accordance with the International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board and the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the Group those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group, for our review work, for this report, or for the conclusions we have formed.

 

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.

 

As disclosed in note 2, the condensed consolidated set of financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed consolidated set of financial statements included in this half-yearly financial report have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union.

 

Auditors' responsibility

Our responsibility is to express to the Group a conclusion on the condensed consolidated set of financial statements in the half-yearly financial report based on our review.

 

Scope of review

We conducted our review in accordance with the International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated set of financial statements in the half-yearly financial report for the six months ended 30 June 2016 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the DTR of the UK FCA.

 

 

 

 

KPMG Audit LLC

Chartered Accountants

Douglas, Isle of Man

 

25 August 2016

Condensed consolidated statement of comprehensive income

 

 

For the six months ended

For the six months ended

30 June 2016

30 June 2015

unaudited

unaudited

 

Notes

£'000

£'000

Income

Rental income from investment properties

3

3,779

3,810

Other income

17

109

3,796

3,919

Expenditure

Investment Adviser and Manager's fee

5

(547)

(535)

Property expenses

5

(718)

(921)

Other expenses

5

(206)

(170)

(1,471)

(1,626)

Gains/(losses) from investments

Unrealised gain on revaluation of investment properties

15

 

3,509

1,630

Realised gain on sale of investment property

-

476

Net operating profit for the period before finance costs

5,834

4,399

Finance income

6

1

3

Finance costs

9,10

(2,842)

(2,962)

(Loss)/gain on derivative instrument

8,9

(401)

224

Net profit from ordinary activities before taxation

2,592

1,664

Taxation on ordinary activities

11

-

-

Net profit from ordinary activities after taxation

2,592

1,664

Total comprehensive profit for the period attributable to members

2,592

1,664

Earnings per share (pence)

Profit for the period attributable to ordinary equity holders of the parent (pence per share) (basic and diluted)

13

30.8

19.8

Adjusted loss per share (pence) (basic and diluted)

13

(6.1)

(7.9)

 

There are no other items that require disclosure in the condensed consolidated statement of comprehensive income.

 

The Directors consider all activities to be continuing.

 

The accompanying notes on pages 14 to 33 are an integral part of this statement.

 

 

 

 

 

 

Condensed consolidated balance sheet

 

As at

As at

30 June 2016

31 December 2015

unaudited

audited

Notes

£'000

£'000

Assets

Non-current assets

Investment properties

15

85,130

81,630

85,130

81,630

Current assets

Trade and other receivables

16,21

1,657

1,666

Cash and cash equivalents

17

2,187

2,165

Restricted cash

17

1,255

1,608

5,099

5,439

Total assets

90,229

87,069

Current liabilities

Interest rate derivative instruments

18

1,026

625

Trade and other payables

19

3,930

4,074

4,956

4,699

Non-current liabilities

Long term borrowings

21

61,390

61,079

Total liabilities

66,346

65,778

Net assets

23,883

21,291

Equity

Share capital

22

841

841

Distributable capital reserve

22

93,623

93,623

Capital redemption reserve

22

254

254

Revenue reserves

(70,835)

(73,427)

Total equity

23,883

21,291

Net asset value per ordinary share (pence)

14

284.0

253.2

Adjusted net asset value per ordinary share (pence)

14

296.2

260.6

 

The accompanying notes on pages 14 to 33 are an integral part of this statement

 

These financial statements were approved by the Board of Directors on 25 August 2016 and signed on its behalf by:

 

Donald Lake

Philip Scales

Director

Director

 

 

 

 

 

 

 

 

Condensed consolidated statement of changes in equity

 

 

 

Share Capital

Distributable Capital Reserve

Capital Redemption Reserve

Retained losses

Total

£'000

£'000

£'000

£'000

£'000

For the six months ended 30 June 2015 (unaudited)

1 January 2015

841

93,623

254

(77,030)

17,688

Total comprehensive profit for the period

-

-

-

1,664

1,664

At 30 June 2015

841

93,623

254

(75,366)

19,352

For the six months ended 31 December 2015 (unaudited)

At 1 July 2015

841

93,623

254

(75,366)

19,352

Total comprehensive profit for the period

-

-

-

1,939

1,939

At 31 December 2015

841

93,623

254

(73,427)

21,291

For the six months ended 30 June 2016 (unaudited)

At 1 January 2016

841

93,623

254

(73,427)

21,291

Total comprehensive profit for the period

-

-

-

2,592

2,592

At 30 June 2016

841

93,623

254

(70,835)

23,883

 

 

The accompanying notes on pages 14 to 33 are an integral part of this statement.

 

 

 

 

 

 

 

 

 

 

Condensed consolidated statement of cash flows

 

 

 

 

For the six months ended

For the six months ended

30 June 2016

30 June 2015

unaudited

unaudited

 

£'000

£'000

Operating activities

Profit before tax

2,592

1,664

Adjustment to reconcile profit before tax to net cash flows

Unrealised gain in revaluation of investment properties

(3,509)

(1,630)

Realised gain on disposal of investment properties

-

(476)

Other income

-

(109)

Finance income

(1)

(3)

Finance costs

2,842

2,962

Unrealised loss/(gain) on derivative instrument

401

(224)

Operating cash flows before movements in working capital

2,325

2,184

Movements in working capital:

Decrease/(increase) in trade and other receivables

18

(263)

Decrease in trade and other payables

(142)

(37)

Net cash flows from operating activities

2,201

1,884

Investing activities

Interest received

1

3

Net proceeds on sale of investment properties

-

1,526

Net cash flows from investing activities

1

1,529

Financing activities

Interest paid

(2,533)

(2,583)

Bank borrowings repaid

-

(1,050)

Third party arrangement fee paid

-

-

Net cash flows used in financing activities

(2,533)

(3,633)

Net decrease in cash and cash equivalents

(331)

(220)

Cash and cash equivalents at beginning of period

3,773

3,918

Cash and cash equivalents at end of period

3,442

3,698

Which is disclosed on the consolidated balance sheet as:

Cash and cash equivalents

2,187

2,443

Restricted cash

1,255

1,255

 

The accompanying notes on pages 14 to 33 are an integral part of this statement.

 

Notes to the condensed consolidated financial statements

For the six months ended 30 June 2016

 

1 General information

 

The Company

The Company was incorporated in the Isle of Man on 10 June 2002. It is a closed-ended investment company and was formed primarily for investment in UK commercial property. The registered office of the Company is IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP. The aim of the Company and its subsidiaries (together "the Group") is to seek to improve income, reduce debt and provide the prospect of long-term capital growth. The Group has no employees.

 

Balance Sheet presentation

The format of the condensed consolidated balance sheet has continued to be presented on the same basis as the last annual consolidated financial statements.

 

Adjusted earnings per share and adjusted net asset value

The adjusted earnings per share and adjusted net assets are presented in the half year financial statements to provide what the Board believes is a more relevant assessment of the Group's earnings and net asset position.

 

2 Summary of significant accounting policies

Basis of preparation

The unaudited condensed consolidated financial statements included in the half year report for the six months ended 30 June 2016, have been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority and International Accounting Standard (IAS) 34, 'Interim Financial Reporting'. The half year report should be read in conjunction with the Group's annual report and consolidated financial statements for the year ended 31 December 2015, which have been prepared in accordance with International Financial Reporting Standards (IFRS) and Isle of Man law.

 

The same accounting policies and methods of computation are followed in these condensed consolidated financial statements as were applied in the preparation of the Group's consolidated financial statements for the year ended 31 December 2015, which are available on the Company's website (www.industrialmultipropertytrust.com). The Group's financial performance does not suffer materially from seasonal fluctuations.

 

The condensed consolidated financial statements are made up from 1 January 2016 to 30 June 2016, and have been prepared under the historical cost convention except for investment property and derivative instruments that have been measured at fair value.

 

The condensed consolidated financial statements are presented in pounds sterling and rounded to the nearest thousand unless otherwise stated. The functional and presentation currency of the Company is pounds sterling and there are no foreign exchange transactions.

 

The Directors considered all relevant new standards, amendments and interpretations to existing standards effective for the half year report for the six months ended 30 June 2016.

 

The Directors have assessed the impact of IFRS 15 Revenue from Contracts with Customers and IFRS 16 Leases, effective 1 January 2018 and 1 January 2019, respectively, and have determined that they will not have a material impact on the recognition or measurement of the financial information.

 

The adoption of the amendments and improvements to the standards and interpretations has had no effect on the accounting policies, financial position or performance of the Group.

 

The preparation of the condensed consolidated financial statements requires directors to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of the condensed consolidated financial statements. If

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

2 Summary of significant accounting policies (continued)

 

in future such estimates and assumptions, which were based on the Directors' best judgement at the date of

the condensed consolidated financial statements, deviate from actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change.

 

Going concern

The Group's borrowing facilities with Royal Bank of Scotland, Europa Mezzanine Finance Sàrl and Alpha Real Trust Limited terminate on 4 December 2018. Based on the business plan and budget assumptions, current occupancy and the removal of shareholders' continuation vote, the Board is confident that the loan covenants will be met up to the maturity of the existing long term borrowings.

 

These long-term borrowings have given the Group time to continue the asset management initiatives which improve shareholder value of the Company.

 

The Board therefore considers it is appropriate to prepare the condensed consolidated financial statements on a going concern basis.

 

Basis of consolidation

 

The condensed consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 30 June each period. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

 

All intra-group balances, transactions and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

 

Revenue recognition

 

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received, excluding discounts, rebates and sales taxes and duty. Specific income is recognised as follows:

 

· Rental income receivable under operating leases is recognised on a straight-line basis over the term of the lease.

· Lease incentives granted are recognised as an integral part of the net consideration for the use of the property and are therefore also recognised on the same straight line basis.

· Interest income is recognised as it accrues using the effective interest rate method.

· Income arising from expenses recharged to tenants is recognised in the period in which the expense can be contractually recovered. Service charges and other such receipts are included gross of the related costs in revenue as the directors consider that the Group acts as principal in this respect.

· A property is regarded as sold when the significant risks and returns have been transferred to the buyer, which is normally on unconditional exchange of contracts. For conditional exchanges, sales are recognised only when all the significant conditions are satisfied.

 

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

2 Summary of significant accounting policies (continued)

 

Investment properties

 

Investment properties are measured initially at cost including transaction costs. Transaction costs include stamp duty, professional fees and legal services incurred to bring the property to the condition necessary for it to be capable of operating. Lease incentive receivables are treated as a component of the investment property carrying value.

 

Subsequent to initial recognition, investment properties are stated at fair value. Gains or losses arising from changes in fair values are included in the consolidated statement of comprehensive income in the year in which they arise.

 

Investment properties are derecognised when they have been disposed of or permanently withdrawn from use and no future economic benefit is expected from their disposal. Any gains or losses on the retirement or disposal of investment properties are recognised in the consolidated statement of comprehensive income in the year of retirement or disposal.

 

Gains or losses on the disposal of investment properties are determined as the difference between net disposal proceeds received and the latest valuation of the investment properties.

 

Cash and cash equivalents

 

Cash and short-term deposits in the condensed consolidated balance sheet comprises cash at bank and short term deposits with an original maturity of three months or less. For the purposes of the condensed consolidated statement of cash flows, cash and cash equivalents consist of cash and short term deposits as defined above.

 

Restricted Cash

 

Where cash is in the Group's bank accounts, but not under the Group's sole control at the balance sheet date, these amounts are disclosed as restricted cash.

 

 

 

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

3 Segmental analysis

Rental income - segmental analysis*

 

Sector

30 June 2016

30 June 2015

£'000

 

£'000

Industrial properties

3,233

3,151

Office properties

569

613

Total as presented to the Board

3,802

3,764

Adjustments *

(23)

46

Total rental income

3,779

3,810

 

Region

30 June 2016

30 June 2015

£'000

 

£'000

Midlands

1,144

1,124

East of England

823

707

North East

74

66

North West

284

244

South East

446

413

South West

611

786

Wales

45

28

Yorkshire & Humberside

375

396

Total as presented to the Board

3,802

3,764

Adjustments *

(23)

46

Total

3,779

3,810

 

* The rental information presented by the Investment Adviser and Manager to the Board is in the form of the annual rent passing at the period end rather than being the rent spread on a straight line basis over the term of the lease in the way prescribed by IAS 17. Consequently the rent passing information presented by the Investment Adviser and Manager to the Board is adjusted here to agree with the rental income in the condensed consolidated statement of comprehensive income.

 

 

 

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

3 Segmental analysis (continued)

 

Property valuation - segmental analysis

 

Sector

30 June 2016

31 December 2015

£'000

£'000

Light industrial properties

73,470

70,425

Office properties

11,660

11,205

Total property valuation

85,130

81,630

 

 

Region

30 June 2016

31 December 2015

£'000

£'000

Midlands

25,460

24,735

East of England

17,380

16,145

North East

1,700

1,620

North West

5,470

5,365

South East

9,490

9,040

South West

17,245

16,580

Wales

825

770

Yorkshire & Humberside

7,560

7,375

Total property valuation

85,130

81,630

 

The Board considers the sector and region analysis above to be the significant segmental basis for the Group. The Board believes that the information is presented more clearly to investors in respect of key segmental information.

 

Expenses are reviewed on a total basis split between property expenses and other expenses. The Board of Directors do not believe it is cost beneficial for the Group to consider the allocation of these costs between the operating segments mentioned above.

 

Trade and other receivables and trade and other payables are reviewed on a total basis. Long term borrowings are reviewed on a facility basis as per note 21. The Board of Directors do not believe it is cost effective for the Group to consider the allocation of these assets and liabilities between the operating segments mentioned above.

 

 

4 Income

 

The Group leases out all of its investment property under operating leases. Leases are typically for terms of 3 to 5 years.

 

5 Expenditure

1 January 2016 to 30 June 2016

1 January 2015 to 30 June 2015

£'000

£'000

Investment Adviser and Manager's fee

547

535

The Group pays a quarterly fee of 1.25% per annum of gross asset value to the Investment Adviser and Manager.

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

5 Expenditure (continued)

 

 

Property expenses

1 January 2016 to 30 June 2016

1 January 2015 to 30 June 2015

£'000

 

£'000

Void rates and void service charges

304

148

Repairs, maintenance and utilities

270

321

Property insurance costs

16

22

Bad debt (recovery)/expense

(36)

70

Lease renewal costs & other

164

360

Total property expenses

718

921

Other expenses

1 January 2016 to 30 June 2016

1 January 2015 to 30 June 2015

£'000

 

£'000

Administration fees

43

42

Audit fees

37

35

Directors' fees

40

40

Other

86

53

Total other expenses

206

170

 

 

6 Finance Income

 

1 January 2016 to 30 June 2016

£'000

1 January 2015 to 30 June 2015

£'000

Bank interest income (note 7 & note 10)

1

3

Total

1

3

 

The above interest income arises from cash and cash equivalents.

 

7 Net gains and losses on loans and receivables

 

1 January 2015 to 30 June 2016

£'000

1 January 2015 to 30 June 2015

£'000

Bank interest income (note 6)

1

3

Bad debt reversal/(expense) (note 5)

36

(70)

Total

37

(67)

 

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

8 Net gains and losses on financial assets and liabilities at fair value through profit and loss

 

1 January 2016 to 30 June 2016

£'000

1 January 2015 to 30 June 2015

£'000

Net change in unrealised gains and losses on financial assets and liabilities held at fair value through profit or loss

Interest rate swap

(401)

224

Net realised gains and losses on financial assets and liabilities held at fair value through profit or loss

Interest rate swap - interest receivable

72

71

Interest rate swap - interest payable

(253)

(252)

Net expense of interest rate swap (notes 9 & 10)

(181)

(181)

Net (loss)/gain on financial assets and liabilities held at fair value through profit or loss

(582)

43

Disclosed as:

Finance costs (note 9)

(181)

(181)

Unrealised (loss)/gain on derivative instrument (note 9)

(401)

224

Net (loss)/gain on financial assets and liabilities held at fair value through profit or loss

(582)

43

 

 

9 Finance costs

1 January 2016 to 30 June 2016

£'000

1 January 2015 to 30 June 2015

£'000

Interest on bank borrowings (note 10)

(2,430)

(2,548)

Loan fee amortisation (note 10)

(211)

(210)

Net losses/gains on financial liabilities held at fair value through profit or loss (note 8)

(401)

224

Interest rate swaps (notes 8 & 10)

(181)

(181)

Alpha Real Trust Limited loan exit fee accrual (note 10)

(20)

(23)

Total

(3,243)

(2,738)

 

The above interest costs arise on financial liabilities measured at amortised cost using the effective interest rate method. No other losses have been recognised in respect of financial liabilities at amortised cost other than those disclosed above.

 

 

 

 

 

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

10 Total interest income and total interest expense on financial assets and financial liabilities not at fair

value through profit and loss

 

1 January 2016 to 30 June 2016

£'000

1 January 2015 to 30 June 2015

£'000

Bank interest income (note 6)

1

3

Interest on bank borrowings (note 9)

(2,430)

(2,548)

Interest rate swap (notes 8 & 9)

(181)

(181)

Loan fee amortisation (note 9)

(211)

(210)

Alpha Real Trust Limited loan exit fee accrual (note 9)

(20)

(23)

Total net interest expense

(2,841)

(2,959)

 

 

11 Taxation

 

The Group's tax expense for the year comprises:

 

June 2016

June 2015

Current taxation

£'000

 

£'000

Isle of Man tax at standard rate of 0%

-

-

UK non resident landlord tax for the period at 20%

-

-

Tax charge

-

-

 

 

The Group is resident in the Isle of Man for income tax purposes. The standard rate of tax on company profits in the Isle of Man is 0% except where profits are derived from Isle of Man land and property or banking business, where the standard rate is 10%. The Group is subject to Isle of Man income tax at a rate of 0% on its profits.

The Group's subsidiary companies are subject to UK non-resident landlord tax at a rate of 20% on their rental profits from UK property. The Group calculates its tax in respect of UK non-resident landlord tax on a subsidiary by subsidiary basis; no group reliefs are available for non-resident landlords.

 

Deferred taxation

The Company has not recognised a deferred tax asset in relation to the losses carried forward due to the uncertain nature of future taxable profits.

 

As at 30 June 2016 the Group had unused tax losses and capital allowances of £11.0 million (31 December 2015: £11.1 million).

 

12 Dividends

 

The Company paid no dividends during the six month period (2015: £nil).

 

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

13 Earnings per share

 

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

 

1 January 2016 to 30 June 2016

1 January 2015 to 31 December 2015

1 January 2015 to 30 June 2015

 

£'000

£'000

£'000

Profit after tax

2,592

3,603

1,664

Profit per share (pence) (basic and diluted)

30.8

42.8

19.8

Adjusted earnings/(loss)

Profit after tax

2,592

3,603

1,664

Unrealised gain on revaluation of investment properties

(3,509)

(3,910)

(1,630)

Realised gain on sale of investment properties

-

(1,037)

(476)

Net loss/(gain) on interest rate derivative instrument (note 8)

401

(178)

(224)

Total adjusted loss

(516)

(1,522)

(666)

Total adjusted loss per share (pence) (basic and diluted)

(6.1)

(18.1)

(7.9)

Weighted average number of ordinary shares ('000)

8,410

8,410

8,410

 

 

 

The adjusted earnings are presented to provide what the Board believes is a more appropriate assessment of the operational income accruing to the Group's activities. Hence, the Board adjusts basic earnings for income and costs which are not of a recurrent nature or which may be more of a capital nature.

 

The mark-to-market movement of the interest rate derivative instruments are adjusted where the hedged facilities are currently in compliance with their banking covenants and are therefore unlikely to break prior to the expiry of the instruments.

 

 

 

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

14 Net asset value per share

30 June 2016

31 December 2015

£'000

£'000

Net asset value

23,883

21,291

Net asset value per share (pence)

284.0

253.2

Net asset value

23,883

21,291

Fair value of interest rate swaps liability (note 18)

1,026

625

Adjusted net asset value

24,909

21,916

Net asset value per share (adjusted) (in pence)

296.2

260.6

Number of ordinary shares ('000)

8,410

8,410

 

The adjusted net assets are presented to provide what the Board believes is a more relevant assessment of the Group's net asset position. The Board has determined that certain fair value and accounting adjustments may not be realisable in the longer term.

 

 

15 Investment properties

30 June 2016

31 December 2015

£'000

£'000

Fair value of properties at 1 January

81,630

79,925

Disposal of properties

-

(2,224)

Movement in lease incentives

(9)

19

Unrealised gains on revaluation of investment properties

3,509

3,910

Fair value of properties at 30 June 2016/31 December 2015

85,130

81,630

 

IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

The fair value of the Group's investment properties at 30 June 2016 and 31 December 2015 have been arrived at on the basis of the valuation carried out at that date by Cushman & Wakefield (formerly DTZ Debenham Tie Leung Limited), independent valuers not connected with the Group. The valuation, which was carried out in accordance with the Royal Institution of Chartered Surveyors ("The Red Book") Appraisal and Valuation Standards (9th Edition 31 January 2014), was arrived at by reference to market evidence of transaction prices for similar properties, together with valuation techniques consistent with those used in the 31 December 2015 valuation. The valuation model is based on comparable market evidence derived from observable market data, derived from an active and transparent market adjusted with certain unobservable inputs as disclosed below. The properties were valued individually. These valuation methods are consistent with the principles in IFRS 13.

 

Valuations are based on what is determined to be the highest and best use. When considering the highest and best use a valuer will consider, on a property by property basis, the highest value which will include its actual and potential uses given current market conditions. Where the highest and best use differs from the existing use, the valuer will consider the cost and the likelihood of achieving and implementing this change in arriving at its valuation.

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

15 Investment properties (continued)

 

Property pledged as security

 

The Group has pledged investment properties valued at £85.1 million as at 30 June 2016 (31 December 2015: £81.6 million) to secure borrowings (note 21).

 

The table below presents the sensitivity of the valuation to changes in the most significant assumptions underlying the valuation of investment properties:

 

30 June 2016

31 December 2015

£'000

 

£'000

Increase in underlying property yield of 0.25%

(2,326)

(2,151)

Decrease in rental rates of 5%

(4,257)

(4,082)

 

 

Market value is based on active market information, adjusted for any difference related to the nature, location and condition of the specific asset. Where information is not available, alternative valuation methods are used, such as 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, or discounted cash flow projections. The principal assumptions underlying the estimation of market value are those related to the receipt of contracted rental income, expected future market rental income, void periods, lease incentives, maintenance requirements and appropriate yields/discount rates of previous quarters. These valuations are regularly compared to actual market yield data and actual transactions by the Group and those reported by the market. The valuer looks at each property on its merits. The valuation reports produced by the valuers are based on information provided by the Group such as current rents, terms and conditions of lease agreements, service charges and capital expenditure. In addition, the valuation reports are based on assumptions and valuation methods used by the valuers. The assumptions are typically market related, such as yields and discount rates, and are based on their professional judgement and market observation.

 

Valuation process

 

The Investment Adviser and Manager verifies all major inputs to the valuation reports, assesses the individual property valuation changes from the prior valuation report and holds discussions with the valuers.

When this process is complete, the valuation report is communicated to the Board, which considers it as part of its overall responsibilities.

 

The valuers hold meetings with the Audit Committee to discuss the valuation processes and outcome at each year end and half year end.

 

In categorising which level of the fair value hierarchy applies to the Group's investment properties, consideration is given to the inputs used by the Group's valuer in determining the fair value. As mentioned above observable market data such as transactions involving similar properties and the information provided by the Group is used in determining the fair value. In addition there are also a number of unobservable inputs including the estimated rental value, net initial yield, net reversionary yield, state and condition, void periods and the related void rate charges, letting incentives and related letting charges such as marketing and legal costs which are considered by the valuer.

 

 

 

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

15 Investment properties (continued)

 

Impact on fair value to changes in significant unobservable inputs

 

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy of the Group's property portfolio, together with the impact of significant movements in these inputs on the fair value measurement, are shown below:

 

Unobservable input

Impact on fair value of increase in input

Estimated rental value

Increase

Net initial yield

Decrease

Net reversionary yield

Decrease

The table below shows the observable inputs of weighted average passing rent per square foot and weighted average lease length plus the quantifiable unobservable inputs of weighted average estimated rental value per square foot, weighted average net initial yield and weighted average reversionary yield which have been split based on the appropriate sector and region:

 

30 June 2016

(by sector)

Weighted average passing rent per sq ft (£)

Weighted average estimated rental value market rent per sq ft (£)

Weighted average net initial yield (%)

Weighted average net reversionary yield (%)

 

Weighted average lease length

(years)

Light industrial

4.2

5.0

8.3

10.5

4.1

Office

8.5

10.3

9.2

11.8

4.2

 

31 December 2015

(by sector)

Weighted average passing rent per sq ft (£)

Weighted average estimated rental value market rent per sq ft (£)

Weighted average net initial yield (%)

Weighted average net reversionary yield (%)

 

Weighted average lease length

(years)

Light industrial

4.1

4.9

8.5

11.7

3.4

Office

8.4

10.1

9.7

11.4

3.9

 

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

15 Investment properties (continued)

 

30 June 2016

(by region)

Weighted average passing rent per sq ft (£)

Weighted average estimated rental value market rent per sq ft (£)

Weighted average net initial yield (%)

Weighted average net reversionary yield (%)

 

Weighted average lease length

(years)

Midlands

4.9

5.7

8.5

10.3

4.5

East of England

4.5

4.8

9.0

10.2

4.7

North East

3.7

4.7

8.3

11.0

3.5

North West

4.2

5.6

9.8

13.8

3.0

South East

6.5

6.8

8.9

9.8

3.7

South West

3.2

5.5

6.7

11.0

4.5

Wales

4.0

4.3

10.4

11.6

4.0

Yorkshire & Humberside

4.4

4.9

9.4

11.0

2.8

 

31 December 2015

(by region)

Weighted average passing rent per sq ft (£)

Weighted average estimated rental value market rent per sq ft (£)

Weighted average net initial yield (%)

Weighted average net reversionary yield (%)

 

Weighted average lease length

(years)

Midlands

4.9

5.7

8.7

10.6

4.5

East of England

3.3

4.2

7.9

10.7

4.2

North East

3.6

4.3

8.4

10.7

3.9

North West

3.9

5.6

9.2

13.8

3.3

South East

7.5

7.0

9.1

10.5

3.8

South West

4.2

5.4

8.2

11.1

2.9

Wales

4.3

4.0

11.8

11.6

4.4

Yorkshire & Humberside

4.5

4.8

9.9

11.2

3.1

 

 

16 Trade and other receivables

 

Group

30 June 2016

31 December 2015

£'000

£'000

Rental income receivable

816

657

Other debtors receivable

841

1,009

Total

1,657

1,666

 

Payment terms for rental debtors are typically quarterly in advance.

 

As at 30 June 2016, receivables with a value of £0.03 million (31 December 2015: £0.1 million) were impaired and fully provided. During 2016, £nil was written off in the period (31 December 2015: £nil)

 

Other debtors receivable includes £0.5million (2015: £0.5million) in a covenant cure account over which Europa has sole signing rights

 

The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

17 Cash and cash equivalents and restricted cash

30 June 2016

31 December 2015

£'000

£'000

Cash and cash equivalents

2,187

2,165

Restricted cash

1,255

1,608

Cash at bank in the condensed consolidated balance sheet

3,442

3,773

The cash paid into the rent accounts is restricted until the periodic interest payment date.

 

18 Interest rate derivative instruments

 

The Group uses interest rate hedging arrangements to mitigate its exposure to interest rate changes.

 

The Directors have elected not to apply hedge accounting rules under IAS 39 on the hedging arrangements. Any gains or losses in the fair value of these derivatives are recognised immediately in the condensed consolidated statement of comprehensive income.

 

 

Interest rate swap agreements

30 June 2016

31 December 2015

£'000

£'000

Fair value at 1 January

(625)

(803)

Unrealised (loss)/gain on interest rate swaps

(401)

178

Fair value at 30 June 2016 /31 December 2015

(1,026)

(625)

 

The exposure of the Group to movements in interest rates was mitigated by the Group's subsidiaries entering into an interest rate swap as detailed below.

 

The Royal Bank of Scotland

 

On 27 January 2014, CHIP (One) Limited (on behalf of CHIP (Two) Limited, CHIP (Three) Limited and its subsidiaries, CHIP (Four) Limited and CHIP (Five) Limited) entered into an interest rate swap for the amount of £25.1 million with the Royal Bank of Scotland. The interest rate swap has the effect of fixing the Group's exposure on these borrowings from 27 January 2014 until 5 December 2018 at 2.0225%, per annum, before the margin of 3.0% per annum.

 

 

19 Trade and other payables

Group

30 June 2016

31 December 2015

£'000

£'000

Rental income in advance

1,740

1,613

Creditors and accruals

2,190

2,461

Total

3,930

4,074

 

Trade payables are non-interest bearing and are settled within normal business terms.

 

The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

 

 

20 Investment Adviser and Manager's incentive fee

 

No incentive arrangement is currently in place and therefore no incentive fee is provided for at 30 June 2016 (31 December 2015: £nil).

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

 

21 Long term borrowings

 

30 June 2016

31 December 2015

£'000

£'000

Borrowings at 1 January

61,079

63,006

Amortisation of fees during the period/year

211

423

Europa PIK interest

100

199

Repayment of long term borrowing

-

(2,549)

Long term borrowings at 30 June/31 December

61,390

61,079

Long term borrowings

62,419

62,319

Unamortised arrangement fees

(1,029)

(1,240)

Long term borrowings at 30 June/31 December

61,390

61,079

Current

-

-

Non-current

61,390

61,079

Long-term borrowings at 30 June/31 December

61,390

61,079

 

 

 

 

Royal Bank of Scotland

Europa Mezzanine Finance Sàrl

Alpha Real Trust Limited

Total

£'000

 

£'000

 

£'000

£'000

Long term borrowings at 1 January 2016

32,002

19,404

9,673

61,079

Component of Europa interest payment capitalised

-

100

-

100

Amortisation of financing fees during the period

67

66

78

211

Long term borrowings at 30 June 2016

 

32,069

19,570

9,751

61,390

 

The Directors consider that the carrying amount of long term borrowings approximates to their fair value.

 

 

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

21 Long term borrowings (continued)

 

Royal Bank of Scotland

Europa Mezzanine Finance Sàrl

Alpha Real Trust Limited

Total

£'000

 

£'000

 

£'000

£'000

Long term borrowings at 1 January 2015

32,550

19,440

11,016

63,006

Component of Europa interest payment capitalised

-

199

-

199

Repayment of long-term borrowings

(682)

(367)

(1,500)

(2,549)

Transfer of exit fees

-

-

-

-

Amortisation of financing fees during the year

134

132

157

423

Long term borrowings at 31 December 2015

 

32,002

19,404

9,673

61,079

(a) Royal Bank of Scotland loan

 

This facility is between the bank and subsidiaries, CHIP (One) Limited, CHIP (Two) Limited, CHIP (Three) Limited (and its subsidiaries), CHIP (Four) Limited and CHIP (Five) Limited for an amount of £33.5 million.

 

Interest is payable at a rate equal to 3 month LIBOR plus a margin of 3.00% per annum. The facility is repayable on 4 December 2018. An event of default (as defined in the facility agreement) is triggered, if, inter alia, the amount of the loan facility exceeds 65% before 4 December 2016 and 60% thereafter of the value of the properties over which RBS has security by reference to the bank's own valuation, performed at the time of financing. For the purpose of the test the valuation, which at the bank's discretion can be requested annually at the Group's cost or at any time at the bank's expense and will explicitly exclude the Wareham property and any properties subsequently sold.

 

Additional covenants dictate that: the minimum net rent should not be less than £4.5 million per annum and the net rental income of the secured properties shall not be lower than 225% of the interest for any test period, net rental income from any single tenant shall not exceed 12.5% of the total net rental income of all properties and at no time shall a single property constitute more than 20% of the aggregate market value of the properties.

 

Should any of the covenants be breached then the default margin would increase by a further 2.0% per annum and will remain at this rate until such time that the breach is remedied.

 

During the period the Group was compliant with these covenants.

 

An early repayment, greater than £5 million on the RBS facility, would incur for the Group a variable penalty depending on when the repayment is made. The penalty rates are as follows: if a repayment is made 12-24 months after facility agreement date (December 2013), 1.0%; 24-36 months, 0.75%; 36-48 months, 0.5%. At 30 June 2016 the penalty would have been £206,000 (31 December 2015: £213,750). There is no current intention to incur this penalty.

 

The facility is secured by a debenture over all the assets and legal charge over the property assets of CHIP (One) Limited, CHIP (Two) Limited, CHIP (Three) Limited (and its subsidiaries), CHIP (Four) Limited and CHIP (Five) Limited. In addition CHIP (One) Limited, CHIP (Two) Limited, CHIP (Three) Limited (and its subsidiaries), CHIP (Four) Limited and CHIP (Five) Limited were required to open a rent account with The Royal Bank of Scotland. The cash paid into the rent accounts is restricted until the periodic interest payment date. At 30 June 2016 £1.3 million was held within the rent account, which was released at the subsequent interest payment date (31 December 2015: £1.6 million).

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

21 Long term borrowings (continued)

 

(b) Europa Mezzanine Finance Sàrl loan

 

This facility is between Europa and subsidiaries, CHIP (One) Limited, CHIP (Two) Limited, CHIP (Three) Limited (and its subsidiaries), CHIP (Four) Limited and CHIP (Five) Limited for an amount of £20 million. Interest is payable at a rate equal to 10.0% interest plus 1.0% that may be cash paid or accrued. The facility is repayable on 4 December 2018. An event of default (as defined in the facility agreement) is triggered, if, inter alia, the amount of RBS and Europa loan facilities exceeds 85% of the value of the properties (based currently on the same valuation used by RBS in the covenant referred to previously). For the purpose of the test Europa, at their discretion, can request a valuation annually at the Group's cost or at any time at Europa's expense. At the time of finance Europa and RBS used the same valuer and valuations.

 

Other financial covenants require that the net rental income of the secured properties shall not be lower than 110% of the interest (being the total interest charged by RBS and Europa) for any test period. In addition, net rental income from any single tenant shall not exceed 12.5% of the total net rental income of all properties and at no time shall a single property constitute more than 20% of the aggregate market value of the properties.

 

In addition, Europa required the Group to deposit £0.5 million in a covenant cure account over which Europa has sole signing rights. The funds placed in this account have been included under "trade and other receivables" in the condensed consolidated balance sheet.

 

During the period the Group was compliant with these covenants.

 

Any early loan repayments by the Group greater than £2 million, within the first three years of the facility will incur a break penalty equal to the interest which would have been earned on the principal from that early repayment date to the third year anniversary of the facility. If all of the aggregate of the outstanding Europa principal loan amount and accrued PIK interest had been repaid at 30 June 2016, this would have incurred a break penalty for the Group of £850,000 (31 December 2015: £1,844,000). This liability has not been included in the condensed consolidated balance sheet, as under IFRS this can only be accrued if there is an intention to incur this penalty. There is no current intention to incur this penalty.

 

 

(c) Alpha Real Trust Limited loan

 

On 5 December 2013, the Company entered into a new loan agreement in which Alpha Real Trust Limited provided an unsecured loan to the Company for £11.5 million for a period of five years to 4 December 2018. The coupon of the loan agreement is 15% per annum, compounded quarterly. No covenant tests apply and Alpha Real Trust Limited has no security over the assets of the Company or the Group.

 

An exit fee of 2% is payable on repayment of the entire loan amount, this amount is being accrued over the five year life of the loan.

 

Additionally any early loan repayments by the Group greater than £2 million, within the first three years of the facility will incur a break penalty equal to the interest which would have been earned on the principal from that early repayment date to the third year anniversary of the facility. If the entire outstanding Alpha Real Trust Limited principal loan amount had been repaid at 30 June 2016, this would have incurred a break penalty of £516,000 (31 December 2015: £1,327,000). There is no current intention to incur this penalty.

 

 

 

 

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

22 Share capital and related reserves

Authorised share capital:

30 June

2016

31 December 2015

£'000

£'000

13,400,000 Ordinary Shares of £0.10 each

1,340

1,340

66,000,000,000 Deferred Shares of £0.00001 each

660

660

2,000

2,000

 

Issued share capital:

£'000

£'000

8,409,520 Ordinary Shares of £0.10 each fully paid

841

841

841

841

 

 

 

 

 

 

 

Ordinary shares of £0.10 each

 

Deferred shares of £0.00001 each

 

Total

 

Number of shares '000

 

Number of shares '000

 

Number of shares '000

As at 1 January 2016

8,410

-

8,410

As at 30 June 2016

8,410

-

8,410

As at 1 January 2015

8,410

-

8,410

As at 31 December 2015

8,410

-

8,410

 

 

Voting and other rights

Holders of Ordinary shares are entitled to one vote for each share held.

 

Dividends

Holders of Ordinary shares are entitled to receive dividends as and when declared by the Company.

 

Winding up

On a winding-up, the surplus assets remaining after payment of all creditors, including payment of bank borrowings shall be divided pari passu among the holders of Ordinary shares in proportion to the capital paid up on the shares held at the commencement of the winding-up.

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

22 Share capital and related reserves (continued)

 

Distributable capital reserve

 

This is a distributable reserve out of which distributions can be made to the shareholders and arose on the cancellation of the share premium account.

 

Capital redemption reserve

This is a non-distributable reserve that is required under the Isle of Man Companies Act 1931 and arises on cancellation of issued share capital.

 

23 Related party transactions

 

Mr Philip Scales, a director of the Company, is also a director and an employee of FIM Capital Limited (formerly IOMA Fund and Investment Management Limited) - the Administrator and Registrar. During the period net fees of £0.04 million (30 June 2015: £0.04 million) were payable to FIM Capital Limited. As at 30 June 2016 a total amount of £0.02 million (31 December 2015: £0.02 million) was outstanding

 

Mr Mark Rattigan, a director of the Company, is also Chief Operating Officer and a Member of Alpha Real Capital LLP (the Investment Adviser and Manager). During the period net fees of £0.5 million (30 June 2015: £0.5 million) were payable to Alpha Real Capital LLP. As at 30 June 2016 a total amount of £0.3 million, (31 December 2015: £0.3 million) was outstanding.

 

Under IAS 24, Alpha Real Trust Limited is considered a related party. Alpha Real Capital LLP (the Investment Adviser and Manager of the Group) is also the Investment Adviser and Manager of Alpha Real Trust Limited. On 5 December 2013, the Group entered into a new related party loan facility agreement in which Alpha Real Trust Limited provided an unsecured loan to the Company for £11.5 million. During the period, interest costs of £0.7 million were charged (31 December 2015: £1.7 million). As at 30 June 2016, a total amount of £0.3 million (31 December 2015: £0.2 million) was outstanding.

 

Antler Investment Holdings Limited ("AIH") is considered a related party. AIH is a sister company to Rockmount Ventures Limited and ARRCO Limited both of which are members of Alpha Real Capital LLP (the Investment Adviser and Manager). At 30 June 2016 AIH held 531,568 shares (31 December 2015: 531,568). At the report date AIH held 531,568 shares.

 

 

The Directors of the Company received total fees as follows:

 

 

Six months ended Six months ended

30 June 2016 30 June 2015

 

Jonathan David Clague £10,000 £10,000

Geoffrey Paul Raineri Black £7,500 £7,500

Donald Lake* £9,000 £9,000

Peter Philip Scales £7,500 £7,500

Mark Rattigan £7,500 £7,500

 

*fees are inclusive of VAT

 

 

 

 

 

 

 

 

Notes to the condensed consolidated financial statements (continued)

For the six months ended 30 June 2016

 

23 Related party transactions (continued)

 

 

The Directors' interests in the shares of the Company are detailed below:

 

30 June 2016 31 Dec 2015

shares held shares held

 

Jonathan David Clague 15,500 15,500

Geoffrey Paul Raineri Black 7,000 7,000

Donald Lake 47,900 47,900

Philip Peter Scales - -

Mark Rattigan - -

 

 

24 Events after the balance sheet date

 

There were no significant events after the balance sheet date.

Directors and Advisers

 

 

Directors

 

 

 

 

Registered office

Jonathan David Clague (Chairman)

Geoffrey Paul Raineri Black

Donald Lake

Philip Peter Scales

Mark Rattigan

IOMA House

Hope Street

Douglas

Isle of Man

IM1 1AP

Company secretary

Independent auditor

Martin Katz

Middleton Katz Chartered Secretaries LLC

12 Hope Street

Douglas

Isle of Man

IM1 1AQ

KPMG Audit LLC

Heritage Court

41 Athol Street

Douglas

Isle of Man

IM1 1LA

Investment Adviser and Manager

Taxation adviser

Alpha Real Capital LLP

338 Euston Road

London

NW1 3BG

 

Mazars LLP

The Pinnacle

160 Midsummer Boulevard

Milton Keynes

MK9 1FF

Financial adviser and broker

Property solicitor to the Company

Stockdale Securities Limited

Beaufort House

15 St. Botolph Street

London

EC3A 7BB

Pinsent Masons

1 Park Row

Leeds

LS1 5AB

UK Transfer and paying agent

Legal adviser as to Isle of Man Law

Capita Registrars Limited

Northern House

Woodsome Park

Fenay Bridge

Huddersfield

HD8 0LA

Cains Advocates Limited

Fort Anne

Douglas

Isle of Man

IM1 5PD

 

Administrator and registrar

Legal adviser as to UK Law

FIM Capital Limited

IOMA House

Hope Street

Douglas

Isle of Man

IM1 1AP

Osborne Clarke LLP

1 London Wall

London

EC2Y 5EB

 

Fladgate LLP

16 Great Queen Street

Principal bankers

London

Royal Bank of Scotland3rd floor

5-10 Great Tower StreetLondon

EC3P 3HX

 

Europa Capital Mezzanine Limited

67/68 Grosvenor Street

London

W1K 3JN

WC2B 5DG

 

 

Independent property valuer

Cushman & Wakefield

1 Colmore Square

Birmingham

B4 6AJ

 

 

 

Shareholder information

 

Financial calendar

 

Financial reporting

Reporting dates

Trading statement (Third quarter 2016)

Annual Financial Report 2016 announcement

18 November 2016

24 February 2017

 

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