For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230809:nRSI7010Ia&default-theme=true
RNS Number : 7010I Impact Healthcare REIT PLC 09 August 2023
9 August 2023
Impact Healthcare REIT plc
("Impact" or the "Company" or, together with its subsidiaries, the "Group")
Half year results for the six months ended 30 June 2023, and
dividend declaration
The Board of Directors of Impact Healthcare REIT plc (ticker: IHR), the real
estate investment trust which gives investors exposure to a diversified
portfolio of UK healthcare real estate assets, in particular care homes, today
announces the Company's half year results for the six months ended 30 June
2023 and declares the Company's second quarter interim dividend.
Simon Laffin, Chairman of Impact Healthcare REIT plc, commented:
"We are continuing to deliver a resilient performance in a challenging
economic environment. In the first half of the year, rent increases and a
stable rental yield drove a 2.4% increase in like-for-like investment property
value. As a result, Net Asset Value grew by 5.6% to £470.9 million. Our total
accounting return for the period was 6.2%.
We maintained a strong balance sheet, with £250 million of committed debt
facilities and a weighted average term of 6.8 years(1). Our drawn debt was
£190.8 million, giving us a gross LTV of 28.5% and a net LTV of 27.6%.
The vast majority of our rent increases are capped at 4.0%. This has provided
much needed respite to tenants, suffering general inflation of 9.3% and in
many cases, even higher wage costs. Our tenant operators generally managed to
increase fees, improved occupancy to 88.3%(2) and most benefited from low or
zero leverage. As a result, our annual adjusted rent cover improved slightly
to 1.8 times(3). The affordability of our rent to tenants, and indeed the
affordability of care home fees to residents, are crucial to the continued
successful provision of residential care. This in turn enables us to provide
quality premises to tenants and long-term sustainable returns to
shareholders."
Financial Highlights
· Second quarter dividend declared of 1.6925p, in line with the
3.5% increase targeted for this year of 6.77 pence per share(4). This dividend
is 122% covered by our EPRA EPS and 109% by adjusted EPS.
· Our total accounting return for the period to 30 June 2023 was
6.17% (six months only).
Good financial performance since 31 December 2022
· 12.2% increase in property investments(5) independently valued at
£638.2 million as at 30 June 2023.
· 2.4% increase in like-for-like portfolio value.
· 5.6% increase in total NAV to £470.9 million.
· 3.2% increase in NAV per share to 113.64 pence over the six-month
period, reflecting shares issued to part fund the acquisition of six care
homes.
Strong balance sheet at 30 June 2023
· £250.0 million committed bank facilities of which £190.8
million was drawn.
· 28.5% gross LTV (31 December 2022: 23.9%) and a net LTV of 27.6%
(31 December 2022: 22.6%). Weighted average term of debt facilities (excluding
options to extend) was 6.8 years(1).
· 66% of our drawn debt facilities are fixed or hedged against
interest rate rises.
· 4.85% average cost of drawn debt at 30 June 2023.
· £59.2 million of undrawn debt facilities and £22.1 million
cash.
Driving the growth of our annual contracted rental income
· Acquired six high quality care homes on attractive terms and sold
one, so that the Group now owns 140 properties with 7,725 beds(5).
· 4.0% increase in rent for 90 homes following rent reviews in the
first half 2023.
· 11.6% increase to £48.1 million in contracted rent roll(6), up
from £43.1 million at 31 December 2022.
Six months ended Six months ended Change to H1'22 Year ended Change to FY22
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
Dividends declared per share 3.39p 3.27p +3.5% 6.54
Profit before tax £27.59m £27.30m +1.1% £16.89m
Earnings per share ("EPS") 6.66p 7.26p -8.2% 4.33p
EPRA EPS 4.15p 4.22p -1.7% 8.37p
Adjusted earnings per share 3.69p 3.66p +0.8% 7.11p
Adjusted earnings dividend cover 109% 112% 109%
Contracted annual rent roll(6) £48.1m £42.0m £43.1m +11.6%
Property Investments(5) £638.2m £568.9m £568.8m +12.2%
Net asset value ("NAV") per share 113.64p 116.18p 110.17p +3.2%
Gross Loan to value ("LTV") ratio 28.5% 23.1% 23.9% +467 bps
Net loan to value (EPRA LTV) 27.6% 21.9% 22.6% +499 bps
Total accounting return 6.17% 6.21% -4 bps 3.78%
Cash £22.1m £22.0m £22.5m -2.1%
Operational highlights
· 1.8 times annual adjusted rent cover(3) to 30 June 2023, similar
to recent years and to before the pandemic.
· 98% collected of the rent due in the period with no voids. Firm
action taken this year to replace our one tenant who got into significant
difficulties, with positive early signs of improvement in these homes.
· 88.3%(2) occupancy at the end of June 2023, up from 86.6% at the
start of the period.
· £9.8 million of asset management projects underway in first half
of 2023. 24 projects in the pipeline, with anticipated capital funding of £35
million over the next two to three years.
At 30 June 2023 At 30 June 2022 At 31 December 2022 Change to FY 22
Topped-up net initial yield 6.95% 6.69% 6.98% -3 bps
Average NIY on acquisitions to date 7.33% 7.39% 7.37% -4 bps
Rents containing inflation-linked uplifts 100% 100% 100% -
WAULT to first break 21.2 years 19.9 years 19.7 years +1.5 years
Portfolio let 100% 100% 100% -
Last 12 months' adjusted rent cover(3) 1.82 1.85 1.80 +1.1%
Rent Collection 98% 100% 100% -2.0%
Properties(5) 140 131 135 +3.7%
Beds(5) 7,725 6,987 7,336 +5.3%
Tenants(7) 14 13 14 -
Developing plans to improve the social impact and environmental sustainability
of our portfolio
· Target of net zero status by 2045 with an interim target to
reduce like-for-like carbon emissions by 50% by 2030.
· Looking at refurbishing and recycling existing buildings to
reduce carbon impact.
Dividend declaration
· The Company declares its second quarter dividend of 1.6925 pence
per ordinary share. This dividend is for the period from 1 April 2023 to 30
June 2023 and is payable on 20 September 2023 to shareholders on the register
on 18 August 2023. The ex-dividend date will be 17 August 2023. This dividend
will be a property income distribution dividend ("PID"). This dividend is in
line with the aggregate total dividend target of 6.77 pence per share(4) for
the year ending 31 December 2023.
HALF YEAR RESULTS PRESENTATION
The Company presentation for investors and analysts will take place at 10.00am
(UK) today via a live webcast and conference call.
To access the live webcast, please register in advance here:
https://brrmedia.news/IHR_HY23 (https://brrmedia.news/IHR_HY23)
The live conference call dial-in is available using the below details:
Dial in numbers UK Toll Free: 0808 109 0700
UK & International: +44 (0) 33 0551 0200
Password to quote: Impact Healthcare Interim Results
Participants can type questions into the webcast question box or ask questions
verbally via the conference call.
The recording of the results presentation will be available later in the day
via the Company's website:
https://www.impactreit.uk/investors/reporting-centre/presentations/
(https://www.impactreit.uk/investors/reporting-centre/presentations/)
FOR FURTHER INFORMATION, PLEASE CONTACT:
Impact Health Partners LLP Via H/Advisors Maitland
Andrew Cowley
Mahesh Patel
David Yaldron
Jefferies International Limited 020 7029 8000
Tom Yeadon tyeadon@jefferies.com
Ollie Nott onott@jefferies.com
Winterflood Securities Limited 020 3100 0000
Neil Langford neil.langford@winterflood.com
Joe Winkley joe.winkley@winterflood.com
H/Advisors Maitland (Communications advisor) impacthealth-maitland@h-advisors.global
James Benjamin 07747 113 930
Rachel Cohen 020 7379 5151
The Company's LEI is 213800AX3FHPMJL4IJ53.
Further information on Impact Healthcare REIT plc is available at
www.impactreit.uk (http://www.impactreit.uk/) .
NOTES:
Impact Healthcare REIT plc is a specialist and responsible owner of care homes
and other healthcare properties across the UK. Elderly care is an essential
service and demand for it is high and continues to grow as the UK's population
gets older. We work with our tenants so we can grow together and help them
care for more people, while continuing to improve our homes for their
residents.
We take a long-term view and look to generate secure and growing income. This
has allowed us to provide our shareholders with attractive and rising
dividends and the potential for capital growth.
The target total dividend for the year ending 31 December 2023 is 6.77 pence
per share(4), a 3.5% increase over the 6.54 pence in dividends paid per
ordinary share for the year ended 31 December 2022.
The Group's Ordinary Shares were admitted to trading on the main market of the
London Stock Exchange, premium segment, on 8 February 2019. The Company is a
constituent of the FTSE EPRA/NAREIT index.
Notes
1 This assumes the extensions of the NatWest facility have not been
exercised, including these the weighted average term of debt facilities would
be 7.2 years.
2 Excludes one new home in build-up and three turn-around assets which
have not reached maturity.
3 Adjusted rent cover excludes seven turnaround homes which were
re-tenanted in May 2023 and one new home in build-up. These were also excluded
in the quoted comparative adjusted rent covers.
4 This is a target only and not a profit forecast. There can be no
assurance that the target will be met and it should not be taken as an
indicator of the Company's expected or actual results.
5 This relates to the property portfolio along with property portfolios
that have been invested in via loans to operators with an option for the Group
to acquire. Bed numbers do not include those that are under construction.
6 Contracted rent includes all post-tax income from investment in
properties, whether generated from rental income or post-tax interest income.
7 Including Croftwood and Minster, which are both part of the Minster
Care Group, and Melrose Holdings Limited which is an affiliate of the Minister
Care Group.
Our purpose
To deliver an attractive risk-adjusted return to shareholders by working with
tenants to provide quality, affordable and sustainable care homes.
Our values
Our core values are to:
· focus on the long-term sustainability of our business;
· invest for lasting positive social impact;
· act openly and transparently with all our stakeholders;
· be a dependable partner who's trusted to deliver; and
· combine the strengths of a listed company and entrepreneurship.
Our business model
Our business model is to own and invest in a high-quality, resilient and
diversified portfolio of care homes. We choose tenants who seek to provide
high-quality care and work in long-term partnership with them to grow, create
value and deliver lasting social impact. In return, we receive predictable,
sustainable and inflation-linked rental income, which enables us to target a
progressive and covered dividend.
CHAIRMAN'S STATEMENT
I am delighted to have taken over as Chairman, succeeding Rupert Barclay, who
has so ably led the Company since its listing in 2017.
We are a real estate company, but one that is deeply immersed in the social
infrastructure of this country. Care for vulnerable adults, especially older
people, is a vital part of both the NHS and social care. Our business model
works by ensuring that our rent levels are affordable to both care home
operators and ultimately the residents. Around 70% of residents in our homes
are funded by local authorities or the NHS, so rent must be affordable within
their constraints as well.
Responsibility for the quality of care and maintenance of homes lies with the
care home operators. However, we set standards and monitor both carefully as
responsible landlords in the care sector.
Growth
The UK has a growing, ageing population. The demand for care home beds is
therefore rising. There is also a growing realisation that a key way to take
the strain off hospital beds would be to provide more care home facilities and
step down care. However, the supply of care homes is fairly static. New build
care homes are expensive, usually in excess of £200,000 per bed, compared to
about £70,000 for older, early generation homes. Residents' fees therefore
have to be much higher for new build homes than for existing homes. The number
of residents prepared and able to pay those higher fees is limited and so this
puts a severe constraint on new care homes being built. The state-funded
sector, in particular, is reluctant to raise fees to these levels.
The second constraint on the sector is the current high interest rates. With
20-year gilt rates now around 4.5%, the gap has fallen significantly against
typical sector rental yields of 6%. This is a key reason why healthcare REIT
share prices have fallen below net asset value, although healthcare has
suffered less than other REIT sectors.
This explains why Impact has been very careful in its investment plans and
focusses on purchasing existing homes. In the first half of 2023, we completed
the acquisition of six homes for £56 million on a net initial yield of 7%,
20% of the total cost was funded by new shares issued to the vendors at 116.62
pence per share (the 30 September 2022 NAV). Now managed by one of our
existing tenants, Welford Healthcare, these homes are already proving
successful.
At the beginning of the year, we also sold one non-core care home for £1.25
million, in line with its latest valuation.
We now own 140 buildings(1), independently valued at £638.2 million as at 30
June 2023, a 12.2% increase from £568.8 million at last year-end. On a
like-for-like basis the portfolio value increased by 2.4% (£13.3 million) in
the first half of this year, driven mainly by inflation-linked rental uplifts.
Our 140 buildings offer 7,725 beds(1), with an average size of 55 beds per
home. There are an estimated 465,000 beds for elderly care in the UK, so we
now own 1.7% of a highly fragmented market.
Affordability
We endeavour to ensure our rents are affordable by:
· Careful selection of tenants who provide quality and efficient
residential care; and
· Initially setting rents at sustainable levels and then increasing
them only with inflation, generally with a minimum 2% pa and maximum 4% pa
increase.
The majority of our tenants have emerged successfully from the pandemic and
subsequent economic downturn, having shown great resilience. Our annual
average adjusted rent cover to 30 June 2023 is a healthy 1.8 times(2), similar
to recent years and to before the pandemic. We have taken action this year to
replace our one tenant who got into significant difficulties. Despite this, we
collected 98% of the rent due in the period and had zero voids.
Quality
The quality of care, provided by our tenants to their residents, is monitored
by regulators including the Care Quality Commission ("CQC") in England and
Care Inspectorate ("CI") in Scotland. We monitor these inspections closely
and, where appropriate, discuss the outcomes with our tenants and their plans
to respond to any recommendations.
We benchmark the rating provided by the inspectors against the industry
average for care homes of a similar size and service and we are performing in
line with the industry average with 80% of our homes good or outstanding
against an industry average of 79%.
Sustainability
We published our first Impact Assessment prepared by The Good Economy to
assess and measure the positive social impact that we have on both individual
people and communities. The report is available on the Company's website.
We continue to develop plans to improve the social impact and environmental
sustainability of our portfolio. Having reviewed the environmental performance
of all our homes, we set ourselves a target of net zero status by 2045 with an
interim target to reduce like-for-like carbon emissions by 50% by 2030. We are
now working on our implementation plan to invest in sustainability measures to
meet these goals and position us well to meet any further update to the
Minimum Energy Efficiency Standards ("MEES").
Financial performance (unaudited to 30 June 2023)
Rent increases drove a 2.4% increase in like-for-like investment property
value, which together with stable rental yields, profit and cash flow
increased total NAV by 5.6% to £470.9 million. We issued shares to part fund
the acquisition of six care homes, so the NAV per share rose more slowly, by
3.2% to 113.64 pence.
First half valuation growth was lower this year than last, which meant that
earnings per share ("EPS") fell by 8% to 6.66 pence per share (basic and
diluted). However, we think that it is more helpful to look at adjusted EPS,
which excludes non-cash items, such as revaluations, and one-off costs. This
was stable at 3.69 pence per share (H1 2022: 3.66 pence per share).
The Company has set a dividend target for this year of 6.77 pence per
share(3), up 3.5% on 2022. We have already declared two dividends for the
first two quarters of the year of 1.6925 pence each, in line with that target.
We aim to deliver a covered dividend (i.e. not paying out more in dividends
than the Company's adjusted earnings). In the first half of 2023, dividends
declared were 122% covered by our EPRA EPS and 109% by adjusted EPS.
Our total accounting return for the six months to 30 June 2023 was 6.17% (not
annualised).
Financial resources
The Group has £250 million of committed debt facilities with a weighted
average term of 6.8 years(4), excluding extension options. Our drawn debt as
at 30 June 2023 was £190.8 million, giving us a gross LTV of 28.5% and an
EPRA LTV of 27.6%. As part of repaying the Metro facility, a hedge which
capped the interest rate on £25 million expired, meaning that as at 30 June
2023 66% of the Group's drawn debt was fixed or hedged. We are considering
various options to increase that level of hedging.
Governance
The Company has a strong and independent board, comprising the Chairman, and
four other non-executive directors, all of whom are independent and 50% are
female.
The Group is managed on behalf of the board by our Investment manager, Impact
Health Partners LLP ("the IM"). The board believes that the IM delivers a
high-quality service that benefits all stakeholders. It is particularly
important to us that the IM works closely with tenants so that we understand
their businesses and we are assured that our homes deliver a quality outcome
for residents.
The UK care home sector is vital to the health and well-being of the country
There should be more recognition of the importance of the care home sector to
the health and well-being of this country. There are nearly 0.5 million
vulnerable people in care homes in the UK today. The government needs to
review how elderly peoples' residential care is funded and how it can
contribute to meet rising demand from an aging population, release hospital
beds and provide post-operative care. This however will need also to address
local authority fee rates, which are too low to provide incentives for the
sector to build new homes and increase capacity. The private sector wants to
play its role in providing more elderly care, both in making available
buildings and capital (through REITs and other property investment company
structures) and offering quality care and accommodation (through care home
operators). We would like to work with government to deliver and expand this
promise.
Outlook
We aim to deliver an attractive risk-adjusted return to shareholders by
working with tenants to provide quality, affordable and sustainable care
homes. We are a long-term business and the Group's resilient and defensive
healthcare portfolio continues to provide vital care-based infrastructure
supporting vulnerable elderly people across the UK.
Both the Board and the Investment Manager continue to believe that we are well
positioned to continue to deliver long-term sustainable returns to
shareholders. As the economy settles down post the current inflationary surge
and interest rates stabilise, and as government sees the role that this sector
can play in both health and the economy, we believe that we will see more
opportunities for growth in the future. Indeed, we believe that this growth
will become essential to meet the future demographic needs of our country.
Simon Laffin
Chairman
9 August 2023
1 This relates to the property portfolio along with property
portfolios that have been invested in via loans to operators with an option
for the Group to acquire. Bed numbers do not include those that are under
construction.
2 Adjusted rent cover excludes seven turnaround homes which were
re-tenanted in May 2023 and one new home in build-up. These were also excluded
in the quoted comparative adjusted rent covers.
3 This is a target only and not a profit forecast. There can be no
assurance that the target will be met and it should not be taken as an
indicator of the Company's expected or actual results.
4 This assumes the extensions of the NatWest facility have not been
exercised, including these the weighted average term of debt facilities would
be 7.2 years.
INVESTMENT MANAGER'S REPORT
The robust performance in the first half of this year has been delivered
against a challenging macroeconomic backdrop, which has been particularly
testing for real estate as an asset class. In our business, it would be
difficult to think of a downside scenario which was worse than a pandemic that
was especially virulent for elderly people. That is what our tenants had to
deal with for two years. The spike in inflation and consequent rapid rise in
interest rates over the past 18 months, while less deadly, has presented its
own challenges.
One of our principal aims as the Company's Investment Manager is to build and
maintain effective partnerships with the Group's tenants. At the heart of
these relationships are information flows. We receive detailed and timely
information from all tenants about what is happening in the Group's buildings.
From all this information, one of the most important KPIs to assess the
underlying financial sustainability of the business is our tenants' level of
adjusted rent cover - their home-level, pre-tax and pre-rent profitability
divided by the amount of rent they owe the Group. In 2019, the last year
before the pandemic and spike in inflation, the Group's average level of
adjusted rent cover was 1.8 times(1). During the stresses and strains of
2020-2022 it averaged 1.8 times. From the reporting received so far in 2023,
it was 1.8 times(1).
This stability is not accidental. Since founding the business six years ago,
we have always applied two principles. First, the Group's leases must be
inflation-linked and today 100% of its leases are inflation-linked. Second,
rent needs to be sustainable over the long-fixed term of the Group's leases.
This requires careful tenant selection, setting the initial rent at a prudent
level and putting in place floors and caps on rent increases in most of our
leases to give our tenants some level of protection against a spike in
inflation such as we are now experiencing, while in periods of low inflation
providing the Group with progressive rental uplifts.
Beneath these averages, tenant performance does vary and one of our smaller
tenants did stop paying rent at the beginning of 2023. This meant that, while
we had collected 100% of the rent due from our inception in 2017 to the end of
2022, in the first half of 2023 we only collected 98% of the rent due. Our
wider tenant performance and how the Investment Manager worked to replace this
non-performing tenant is discussed in more detail below.
Resilient tenant performance
There are three key drivers of care providers' financial performance:
· their level of occupancy;
· the fees they charge for the care they provide; and
· the availability and cost of staff to provide care.
During 2022, the first two drivers were positive, while the third was
negative. During the year average tenant occupancy rose from 83.1% in January,
to 86.6% in December(2). Fee growth was strong, with average weekly fees
charged by our tenants for the care they provide rising by 12.6% in the 12
months to 31 December 2022. Staff costs rose by less, at 9.5%, which was
positive as it meant care staff were being better paid, but the pay rises were
affordable as they were lower than fee growth. However, the underlying problem
most of our tenants were dealing with last year was finding and retaining
permanent staff. As a result, their use of temporary staff increased. Our
tenants' spending on agency staff averaged 9% of their revenues during 2022.
In the first six months of 2023, these trends rebalanced. Occupancy was
broadly stable, rising from 86.6% at the start of the year, to 88.3% at the
end of June(2). This means it still has 2%-3% to go before reaching normal,
pre-COVID levels.
Occupancy remaining broadly stable in part reflects the fact that tenants,
rather than discounting fees to fill remaining empty beds, were passing
inflationary pressures through in the fees they charge. Their fee growth
accelerated in the first six months of 2023 with average weekly fees rising
14.8% in the 12 months to 30 June 2023.
Encouragingly, there were also clear signs that tenants were getting their
staffing issues under control as well, with their spending on agency staff
falling to an average of 6% of their revenues during the first half of 2023.
With our largest tenants, we can track staff hours worked as well as staff
cost, and can see that during the past 18 months, during a challenging period
to attract and keep staff, tenants have not been cutting back on staffing.
Staff hours worked per occupied bed were stable at 35 hours a week.
There have been other inflationary pressures on the Group's tenants. Food
costs have risen, but have remained constant as a percentage of tenant
revenues at 4%. Utility costs rose from an average of 2.5% of tenant revenues
in 2021, to 3.7% in the fourth quarter of 2022, and then rose further to 4.1%
in the first half of 2023. However, those costs are now falling, and tenants
expect them to go back to more normal levels in the second half of 2023. The
majority of the Group's tenants have no bank debt, so are not directly exposed
to the rise in interest rates.
Against this generally resilient backdrop, one tenant, Silverline Group, did
get into difficulties and did not pay the rent due in advance in January 2023.
At the time, it rented seven homes from the Group (four in Scotland and three
in Yorkshire) and owed £1.6 million of rent per annum. The Investment Manager
did a detailed review of what had caused under-performance at these homes and
came to the conclusion that to resolve the issues it would be in the best
interests of all stakeholders to replace Silverline as their operator. We ran
a competitive process to appoint a new operator, which culminated in replacing
Silverline with Minster Care, an existing tenant of the Group, at the
beginning of June 2023. Delivering a turnaround is rarely quick or easy. We
will report back later in the year on progress made at these homes. The rental
default from Silverline will temporarily reduce the level of rent received by
the Group. Whilst this reduction will be partly mitigated by rental deposits,
we anticipate the total reduction versus the Company's original budget for
2023 to amount to around £1 million.
Investing for accretive growth
Our acquisition of six high quality care homes on attractive terms and sale of
one, meant that the Group owned 140 properties with 7,725 beds, up from 135
and 7,336 respectively at 31 December 2022(3).
These investments, combined with rent increases received during the period,
helped to grow our contracted rent roll(4) by 11.6% from £43.1 million on 31
December 2022, to £48.1 million on 30 June 2023. The annual rent review of 90
homes fell during the period, with their contracted rent rising by £1.1
million, an increase of 4.0%, contributing to the overall 11.6% increase.
Value-enhancing asset management
Well-delivered asset management has the potential to create value for
shareholders and tenants, while offering a higher quality environment for the
homes' residents and staff. In the first half of the year, we made good
progress towards completing significant works at Fairview House and Court in
Bristol, where we have invested £3.2 million in linking the two buildings,
adding new bedrooms and enhancing the building's environmental performance.
The expanded and modernised Fairview will offer a better environment for its
residents and our tenant's staff. When we bought the home in 2018, the rent
was £356,000. After five years of inflation-linked rent increases and
rentalising our capex in the home, we have grown the annual rent to £690,000.
During the first half of 2023 we have committed £9.8 million to asset
management projects at four homes in Wiltshire, North Yorkshire, Cornwall and
Cheshire. At Mavern House in Wiltshire, we have committed £2.0 million which
will add eight bedrooms to what is now a 47-bed home and will lift its EPC
performance from C to B. At Elm House in Cheshire we have identified a £3.0
million extension for 21 high specification new bedrooms with en-suite wet
rooms, upgrade the bathrooms of five bedrooms in the existing building and
improve its EPC performance from C to B. We have committed to a similar
project at Amberley in Cornwall, to invest £2.5 million to deliver 16 new
bedrooms with wet room bathrooms, upgrade 10 existing bedrooms and bathrooms
and improve the EPC rating from C to B. Finally, at Yew Tree in North
Yorkshire we have committed £2.3 million to deliver a new 25-bed development
in a standalone building on land we already own, which will take the total
number of beds available at Yew Tree to 101.
The Group currently has 24 such projects at various stages in its pipeline
with anticipated capital funding of up to £35 million over the next two to
three years. The capital committed to them will be rentalised at an average
yield of 8%. Despite the rise in the cost of capital, we are confident that
asset management opportunities will deliver projects, which are accretive to
earnings and also help us to deliver on our sustainability objectives by
making our buildings more energy efficient and improving their social impact
credentials. Looking forward, we are also actively considering how best to
refurbish and recycle existing buildings, thus producing less embedded carbon
than would be the case with new build development opportunities, as part of
our net zero strategy.
In addition to these capital investment projects, under the terms of the
leases, tenants are responsible for maintaining the Group's buildings in a
good state of repair through regular repair and maintenance programmes. We
monitor each tenant's expenditure on repair and maintenance and support our
tenants in its implementation through regular physical inspections and on-site
progress meetings.
Further increasing our portfolio valuation
The portfolio is independently valued by Cushman & Wakefield each quarter
in accordance with the RICS Valuation - Professional Standard (the "Red
Book").
As at 30 June 2023, the portfolio investments was valued at £638.2 million, a
12.2% increase of £69.4 million from the valuation of £568.8 million at 31
December 2022. Our investments by way of a loan were converted to direct
investments in the period through the exercise of the call options. The
components of this valuation increase were as follows:
· Acquisitions: £56.0 million (81% of valuation increase in the
period);
· Acquisition costs capitalised: £1.1 million (2% of valuation
increase in the period);
· Capital improvements: £0.9 million (1% of valuation increase in
the period);
· Valuation uplift: £12.6 million (18% of valuation increase in
the period); and
· Disposals: £(1.2) million (2% of valuation decrease in the
period).
Responsible and sustainable business
The homes in our portfolio provide a vital service for some of the UK's most
vulnerable people who are unable to live independently. As a long-term
investor in the sector, we are committed to investing responsibly and in 2023
the Investment Manager obtained signatory status to the UN Principles of
Responsible Investment and is preparing its initial transparency report.
Following a review of EPCs and energy consumption data, we have produced our
strategy for reducing the carbon emissions from the homes in our portfolio and
continue to work collaboratively with our tenants to achieve this. We have set
ourselves a target of 2045 for net zero status and will review our progress
against our interim milestones at 2025 and 2030. We will ensure our investment
programme is delivered in a planned and controlled manner. An example of this
programme in action is the asset management project at Mavern House in
Wiltshire mentioned above. In addition to building a new eight-bedroom
extension, we are installing air source heat pumps and LED lighting throughout
the home. In addition to improving the environmental sustainability of the
building, these measures will, over the long term, be economically beneficial
to our tenants. We are also continuing work on improving the EPC ratings
across the portfolio and preparing asset level plans to invest in
sustainability measures.
Resilient financial results
Total net rental income recognised for the period increased 16% to £22.7
million (H1 2022: £19.6 million). Under IFRS, the Group must recognise some
rent in advance of receipt, reflecting the minimum uplift in rents over the
term of the leases, on a straight-line basis and the one-off write-off of rent
in the period prior to the re-tenanting of the Silverline portfolio. Cash
rental income received in the period increased 17% to £19.8 million (H1 2022:
£16.9 million). This is expected to increase further in the second half of
the year with the conversion of our loan investments, which currently generate
interest income, to direct investments with new 30 or 35-year leases signed
with the tenants.
Administrative and other expenses totalled £3.7 million (H1 2022: £3.2
million), contributing to a total expense ratio of 1.61% for the period (H1
2022: 1.51%), a decrease on the full year average for 2022 of 1.67%. The EPRA
cost ratio for the period was 16.0%, down from 16.2% in H1 2022 and 16.6% for
the full year 2022. Revenue used for this calculation, excludes the income
received on loans to operators for the purchase of property portfolios where
the Group has an option to acquire, including this additional income and
excluding the one-off write-off of rent in the period, the adjusted cost ratio
is 14.0% versus an adjusted cost ratio of 15.4% in 2022. Finance costs were
£4.4 million (H1 2022: £2.2 million). Interest income was £3.7 million (H1
2022: £1.8 million), reflecting the property investments made via loans to
two operators discussed above. The change in fair value of investment
properties was £9.3 million (H1 2022: £10.6 million), contributing to profit
before tax increasing 1.1% to £27.6 million (H1 2022: £27.3 million).
Earnings per share ("EPS") for the period was 6.66 pence per share (H1 2022:
7.26 pence per share) and EPRA EPS was 4.15 pence per share (H1 2022: 4.22
pence per share). Adjusted EPS, which strips out the non-cash items, was 3.69
pence per share (H1 2022: 3.66 pence per share).
All the EPS figures listed above are on both a basic and diluted basis. More
information on the calculation of EPS can be found in note 7 to the financial
statements.
Progressive dividend, fully covered
To ensure the Company benefits from the full exemption from tax on rental
income afforded by the UK REIT regime, it must distribute at least 90% of the
qualifying profits each year from the Group's qualifying rental business.
The Company has declared two quarterly dividends of 1.6925 pence each in
respect of the period. Both dividends were Property Income Distributions. The
details of these dividends were as follows:
Quarter to Declared Paid Cash cost £'m
31 March 2023 25 April 2023 19 May 2023 7.0
30 June 2023 9 August 2023 20 September 2023 7.0
Total 14.0
Dividends declared for the period were 122% covered by EPRA EPS and 109%
covered by Adjusted EPS.
Strong balance sheet
We continue to take a conservative approach to managing the Group's balance
sheet. At 30 June 2023, the Group had four debt facilities totalling £250.0
million, of which £190.8 million was drawn (31 December 2022: £142.3
million), giving a gross LTV of 28.5% (31 December 2022: 23.9%) and an EPRA
LTV of 27.6% (31 December 2022: 22.6%). As at 30 June 2023, the weighted
average term of debt facilities (excluding options to extend) was 6.8
years(5). 66% of our drawn debt is fixed or hedged against interest rate rises
(50% of total debt facilities as at 30 June 2023); 39% as a result of putting
in place long-term fixed-rate debt and 26% from an interest rate cap which
expires in January 2025.
The average monthly interest cost of our drawn debt, after hedging, was
£680,000 in the first half, when SONIA rose from 2.8% on 3 January, to 4.9%
on 30 June 2023. It had risen further to 5.4% by early August. At that level,
the interest cost of our drawn debt will rise to £820,000 a month. Our
average cost of drawn debt at 30 June 2023 was 4.85% and it increases by 17
bps for every further 50 bps increase in SONIA with our current level of
hedging.
As part of the acquisition of a portfolio in January 2023, the Group issued
9,603,841 new shares at a price of 116.62 pence per share. In June, it repaid
the final £15 million of a loan provided by Metro Bank, which was the Group's
most expensive debt with a margin of 265 basis points. That debt was replaced
through increasing the NatWest Bank revolving credit facility by £24 million,
making the total facility £50 million with a margin of 200 basis points above
SONIA. We also extended the maturity of the NatWest facility by four years,
from 2024 to 2028 and agreed a reduction in its interest rate covenant. At the
same time, we agreed to extend the maturity of the £75 million revolving
credit facility provided by HSBC by one year to 2026 and agreed a reduction of
its interest rate covenant.
As at 30 June 2023, we had £59.2 million of undrawn debt facilities and
£22.1 million cash, leaving headroom to finance all committed contingent
liabilities for deferred payments and capital expenditure, as well as to
pursue a selected number of acquisition opportunities.
Impact Health Partners LLP
Investment Manager
9 August 2023
1 Adjusted rent cover excludes seven turnaround homes which were re-tenanted
in May 2023 and one new home in build-up. These were also excluded in the
quoted comparative adjusted rent covers.
2 Excludes one new home in build-up and three turn-around assets which have
not reached maturity.
3 This relates to the property portfolio along with property portfolios that
have been invested in via loans to operators with an option for the Group to
acquire. Bed numbers do not include those that are under construction.
4 Contracted rent includes all post-tax income from investment in properties,
whether generated from rental income or post-tax interest income.
5 This assumes the extensions of the NatWest facility have not been exercised,
including these the weighted average term of debt facilities would be 7.2
years.
KEY PERFORMANCE INDICATORS
The Group uses the following measures to assess its strategic progress.
1. Total Accounting Return ("TAR")
6.17% for the period to 30 June 2022 (-4 bps on H1 2022)
Definition: The change in the net asset value ("NAV") over the period, plus
dividends paid in the period, as a percentage of NAV at the start of the
period.
2. Dividends
3.39p per share for the period to 30 June 2023 (+3.5% on H1 2022)
Definition: Dividends declared in relation to the period.
3. EPRA earnings per share
4.15p per share for the period to 30 June 2023 (-1.7% on H1 2022)
Definition: Earnings from operational activities. The EPRA calculation removes
revaluation movements in the investment portfolio and interest rate
derivatives but includes rent smoothing.
4. EPRA 'topped-up' Net Initial Yield ("NIY")
6.95% at 30 June 2023 (-3 bps on 2022)
Definition: Annualised rental income based on the cash rents passing on the
balance sheet date, less non-recoverable property operating expenses, divided
by the market value of the property portfolio, increased by 6.3% to reflect a
buyer's costs and adjusted for the expiration of rent-free periods or other
unexpired lease incentives.
5. NAV per share
113.64p per share at 30 June 2023 (+3.2% on 2022)
Definition: Net asset value based on the properties and other investment
interests at fair value.
6. Gross Loan to Value ("LTV")
28.5% as at 30 June 2023 (+467 bps on 2022)
Definition: The proportion of our gross asset value that is funded by
borrowings.
7. Net Loan to Value ("EPRA LTV")
27.6% as at 30 June 2023 (+499 bps on 2022)
Definition: The proportion of our investment portfolio's value that is funded
by net debt.
8. Weighted Average Unexpired Lease Term ("WAULT")
21.2 years as at 30 June 2023 (+1.5 years on 2022)
Definition: The average unexpired lease term of the property portfolio,
weighted by annual passing rents.
9. Total Expense Ratio ("TER")
1.61% as at 30 June 2023 (-6 bps on 2022)
Definition: Total recurring administration costs as a percentage of average
net asset value throughout the period. EPRA cost ratio was 16.0%, adjusted to
include the income on loans to operators for the purchase of property
portfolios where the Group has an option to acquire, including this additional
income and excluding one-off write off of rent in the period, gives an
adjusted cost ratio of 14.0%. (2022: 15.4%).
10. Last 12 months' adjusted rent cover
1.82 times as at 30 June 2023 (+1.1% on 2022
Definition: Rent cover is the measure of EBITDARM divided by rent for the
year. EBITDARM is a measure of care home level EBITDA before rent and tenants'
central management costs. Adjusted rent cover excludes seven turnaround homes
which were re-tenanted in May 2023 and one new home in build-up stage.
PRINCIPAL RISKS AND UNCERTAINTIES
The board has been regularly evaluating the performance of and risks to the
business arising from the current high inflation, and consequential economic
uncertainty. The principal risks and uncertainties continue to be those
outlined on pages 52-57 of our 2022 Annual report dated 27 March 2023 and the
board considers that these will remain valid for the remainder of the year.
The principal risks are summarised below and include updates since the annual
report from our evaluation in the period.
Changes to government social care policy - Our business provides premises in
which our tenant operators provide care for vulnerable people. Government has
a responsibility to ensure the delivery of affordable care for all that need
it. Changes in government legislation and funding affect the market in which
we operate, by changing requirements that may affect revenue or costs. This
could reduce our tenants' ability to pay their rent and result in changes to
valuations of our properties.
Infectious diseases - Significant outbreaks of infectious diseases, in
particular pandemics such as COVID-19, can have long-lasting and far-reaching
effects across all businesses.
General economic conditions - The economy is in a period of high inflation as
a result of several factors including staffing shortages, supply chain issues
and heightened gas and electricity prices. Interest rates have risen sharply
and are not expected to return to the levels experienced for the past 15
years. This combination of factors is having a continued effect on global
economies and supply chains. Higher interest rates have hit property
valuations across all sectors in the UK including healthcare. If they continue
to rise, they could put further pressure on valuations and bank funding
financial covenants.
Interim update - There remains continued uncertainty surrounding the level of
inflation within the UK and further interest rate rises are expected to help
bring this towards target levels. Our tenants' performance overall remains
strong and the Group is looking to manage the rising interest rates predicted
by the use of derivatives.
Weakening care market - Several factors may affect the market for care for
older people, including: adverse conditions in the healthcare sector; local
authority funders amending their payment terms, affecting our tenants'
revenues; increased regulatory responsibility and associated costs for our
tenants that are not offset by an increase in fees; and competition or
alternative forms of care provision.
Significant tenant default - The default of tenants or failing to act quickly
and decisively when confronted with a failing tenant, would affect the value
of our homes and, if significant, our ability to pay dividends to our
shareholders and to meet our financing obligations.
Interim update - We disclosed in our year-end report, one tenant was in
default with its rent payments from January 2023. We have subsequently re
tenanted this portfolio and 98% of rent due was collected for the period. Rent
cover across the Group remains strong and we will continue to closely monitor
tenant performance.
Underinvestment in care homes - There is a risk that increased investment is
required to ensure the homes are compliant with environmental regulations.
This includes the expectation that regulation will be put in place for all
leased properties to be English EPC C by 2027 and EPC B by 2030.
There is also a risk that insufficient investment is made and homes become
unattractive to residents.
Environmental regulation and impact of climate change - Tightening
environmental regulations increase the need for investment or redevelopment of
our portfolio and could restrict our tenants' ability to provide care and earn
revenue.
Failure to consider the effects of climate change could accelerate the
obsolescence of our care homes (both physical and low carbon transition risks)
with corresponding implications to value and long-term income generation.
Ability to meet our financing obligations - If we are unable to operate within
our debt covenants (primarily interest cover and LTV covenants), this could
lead to a default and our debt funding being recalled.
Interest on our variable rate debt facilities is payable based on a margin
over SONIA and bank base rates. Any adverse movements in these rates could
significantly impair our profitability and ability to pay dividends to
shareholders.
Interim update - The Group has successfully increased the size and term of its
facility with NatWest and increased the term of its facility with HSBC. It
has also reduced the ICR covenant on both facilities from 2.5x to 2.0x to
ensure it can remain fully compliant if the facility were fully drawn. 66%
of the Group's current drawn debt is hedged and the Group is exploring
additional hedging opportunities to increase this level.
Reliance on the Investment Manager - Our performance depends on the Investment
Manager's capabilities, the retention of its key staff and its ability to
deliver business continuity.
There is a risk of potential conflict of interest with the Investment Manager
and its initial tenant for the Seed Portfolio
The approach to risk taken by the board is rigorous and thorough. It ensures
that the assessment of risk remains appropriate and relevant.
DIRECTORS' RESPONSIBILITIES
The directors confirm that to the best of their knowledge, this condensed set
of financial statements has been prepared in accordance with IAS 34 in
conformity with the requirements of the Companies Act 2006 and that the
operating and financial review contained within the Investment Manager's
report includes a fair review of the information required by DTR 4.2.7 and DTR
4.2.8 of the Disclosure Guidance and Transparency rules of the United
Kingdom's Financial Conduct Authority, namely:
· an indication of important events that have occurred during the
first period of the financial year and their impact on the condensed financial
statements and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
· material related party transactions in the first period of the
financial year and any material changes in the related party transactions
disclosed in the 2022 annual report as disclosed in note 22.
During the half-year, Rupert Barclay was succeeded by Simon Laffin as Chair of
the board on 31 March 2023 and Paul Craig stepped down from the Board at the
AGM on 17 May 2023. Biographies of each of the current directors are shown on
page 75-77 in the 2022 annual report.
Shareholder information is as disclosed on the Impact Healthcare REIT plc
website.
For and on behalf of the board
Simon Laffin
Chairman
9 August 2023
Condensed consolidated statement of comprehensive income
Six months ended Six months ended
30 June 2023 30 June 2022 Year ended
(unaudited) (unaudited) 31 December 2022
(audited)
Notes £'000 £'000 £'000
Gross rental income 5 23,063 19,648 42,242
Bad debts written off 5 (350) - -
Insurance/service charge income 5 421 387 704
Insurance/service charge expense 5 (421) (387) (704)
Net rental Income 22,713 19,648 42,242
Administrative and other expenses (3,681) (3,181) (7,009)
Profit/ (Loss) on disposal of investment properties (16) - 130
Operating profit before changes in fair value 19,016 16,467 35,363
Changes in fair value of put/call option - 527 (1,811)
Changes in fair value of investment properties 9,340 10,646 (14,456)
9
Operating profit 28,356 27,640 19,096
Finance income 3,656 1,831 3,200
Finance expense (4,423) (2,176) (5,408)
Profit before tax 27,589 27,295 16,888
Tax charge on profit for the period/year 6 - - -
27,589 27,295 16,888
Earnings per share - basic and diluted (pence) 7 6.66p 7.26p 4.33p
The results are derived from continuing operations during the period/year.
Condensed consolidated statement of financial position
As at As at As at
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
Notes £'000 £'000 £'000
Non-current assets
Investment property 9 606,719 505,667 504,318
Interest rate derivatives 11 2,304 - -
Call option 12 - 527 -
Trade and other receivables 12 34,810 64,594 68,131
Total non-current assets 643,833 570,788 572,449
Current assets
Trade and other receivables 2,350 1,817 1,181
Cash and cash equivalents 22,053 22,050 22,531
Interest rate derivatives 11 - 342 363
Total current assets 24,403 24,209 24,075
Total assets 668,236 594,997 596,524
Current liabilities
Borrowings 10 - (14,970) (14,814)
Trade and other payables (9,616) (10,074) (9,126)
Total current liabilities (9,616) (25,044) (23,940)
Non-current liabilities
Borrowings 10 (185,329) (119,253) (122,382)
Put option - - (1,811)
Trade and other payables (2,400) (2,570) (2,471)
Total non-current liabilities (187,729) (121,823) (126,664)
Total liabilities (197,345) (146,867) (150,604)
Total net assets 470,891 448,130 445,920
Equity
Share capital 13 4,144 3,857 4,048
Share premium reserve 14 376,716 344,400 365,642
Capital reduction reserve 24,077 24,077 24,077
Retained earnings 65,954 75,796 52,153
Total equity 470,891 448,130 445,920
Net Asset Value per ordinary share (pence) 16 113.64p 116.18p 110.17p
Condensed consolidated statement of cash flows
Six months ended Six months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
Notes £'000 £'000 £'000
Cash flows from operating activities
Profit for the period/year (attributable to equity shareholders) 27,589 27,295 16,888
Finance income (3,656) (1,831) (3,200)
Finance expense 4,423 2,176 5,408
Profit/ Loss on disposal of investment properties 16 - (130)
Change in fair value of call option - (527) 1,811
Changes in fair value of investment properties 9 (9,340) (10,646) 14,456
Net cash flow before working capital changes 19,032 16,467 35,233
Working capital changes
Increase in trade and other receivables (3,086) (2,830) (5,952)
(Decrease)/increase in trade and other payables 927 (948) 207
Net cash flow from operating activities 16,873 12,689 29,488
Investing activities
Purchase of investment properties 9 (44,800) (47,367) (69,217)
Proceeds on sale of investment property 9 1,234 - 2,625
Acquisition costs paid in period (1,555) (431) (2,661)
Capital improvements paid in period 9 (857) (4,702) (11,195)
Loan advanced to operator (971) - -
Loan associated costs paid in period - (466) (478)
Interest received 1,872 1,715 3,270
Net cash flow from investing activities (45,077) (51,251) (77,656)
Financing activities
Proceeds from issue of ordinary share capital 13,14 - 40,000 62,269
Issue costs of ordinary Share capital 14 (30) (921) (1,757)
Bank borrowings drawn 10 68,500 68,070 85,074
Bank borrowings repaid 10 (20,000) (45,000) (57,362)
Loan arrangement fees paid (1,596) (736) (1,265)
Loan commitment fees paid (220) (290) (628)
Interest paid on bank borrowings (4,108) (1,284) (3,281)
Interest payments received on interest rate derivatives 449 - 112
Interest rate derivative purchased 11 (1,481) - -
Dividends paid to equity holders 8 (13,788) (12,488) (25,724)
Net cash flow from financing activities 27,726 47,351 57,438
Net increase/(decrease) in cash and cash equivalents for the period (478) 8,789 9,270
Cash and cash equivalents at the start of the period 22,531 13,261 13,261
Cash and cash equivalents at the end of the period 22,053 22,050 22,531
Condensed consolidated statement of changes in equity
Six months ended 30 June 2023 (unaudited)
Share capital Share premium Capital reduction reserve Retained earnings Total
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Notes £'000 £'000 £'000 £'000 £'000
1 January 2023 4,048 365,642 24,077 52,153 445,920
Total comprehensive income - - - 27,589 27,589
Transactions with owners
Dividends paid 8 - - - (13,788) (13,788)
Share issues 13,14 96 11,104 - - 11,200
Share issue costs 14 - (30) - - (30)
30 June 2023 4,144 376,716 24,077 65,954 470,891
Six months ended 30 June 2022 (unaudited)
Share capital Share premium Capital reduction reserve Retained earnings Total
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Notes £'000 £'000 £'000 £'000 £'000
1 January 2022 3,506 305,672 24,077 60,989 394,244
Total comprehensive income - - - 27,295 27,295
Transactions with owners 8 - - - (12,488) (12,488)
Dividends paid
Share issues 13,14 351 39,649 - - 40,000
Share issue costs 14 - (921) - - (921)
30 June 2022 3,857 344,400 24,077 75,796 448,130
For the year ended 31 December 2022 (audited)
Share capital Share premium Capital reduction reserve Retained earnings Total
Notes £'000 £'000 £'000 £'000 £'000
1 January 2022 3,506 305,672 24,077 60,989 394,244
Total comprehensive income - - - 16,888 16,888
Transactions with owners
Dividends paid 8 - - - (25,724) (25,724)
Share issue 13,14 542 61,727 - - 62,269
Share issue costs 14 - (1,757) - - (1,757)
31 December 2022 4,048 365,642 24,077 52,153 445,920
Notes to the condensed consolidated financial statements
1. Basis of preparation
General information
These unaudited condensed consolidated financial statements for the six-month
period ended 30 June 2023, are prepared in accordance with UK adopted
International accounting standards and IAS 34 "Interim Financial Reporting",
including the comparative information for the six-month period ended 30 June
2022 and for the year ended 31 December 2022. They do not include all of the
information required for full annual financial statements and should be read
in conjunction with the 2022 annual report and accounts, which were prepared
in accordance with UK adopted International accounting standards.
The condensed consolidated financial statements have been prepared on a
historical cost basis, except for investment properties and derivative
financial instruments which have been measured at fair value.
The Group has chosen to adopt EPRA best practice guidelines for calculating
key metrics such as earnings per share.
The Company is a public listed company incorporated and domiciled in England
and Wales. The Company's ordinary shares are listed on the Premium Listing
Segment of the Official List and trade on the premium segment of the main
market of the London Stock Exchange. The registered address of the Company is
disclosed in the corporate information.
The condensed consolidated financial statements presented herein for the six
months to 30 June 2023 do not constitute full statutory accounts within the
meaning of section 434 of the Companies Act 2006. The Group's annual report
and accounts for the year to 31 December 2022 have been delivered to the
Registrar of Companies. The Group's Independent Auditor's report on those
accounts was unqualified, did not include references to any matters to which
the auditors drew attention by way of emphasis without qualifying their report
and did not contain a statement under section 498(2) or 498(3) of the
Companies Act 2016.
Convention
The condensed consolidated financial statements are presented in Sterling,
which is also the Group's functional currency, and all values are rounded to
the nearest thousand (£'000), except when otherwise indicated.
Going concern
After making enquiries and bearing in mind the nature of the Company's
business and assets, the directors consider that the Company has adequate
resources to continue in operational existence for the next 12 months from the
date of approval of these financial statements. For this reason, they continue
to adopt the going concern basis in preparing the financial statements.
The ongoing effect of the high inflationary environment and rising interest
rates have been considered by the directors. The directors have reviewed the
forecasts for the Group taking into account the impact of increasing interest
rates and rising costs, as a result of inflation, on trading over the 12
months from the date of signing this report. The forecasts have been assessed
against a range of possible downside outcomes incorporating significantly
lower levels of income and higher costs, the Group and the Company have
adequate cash resources to continue to operate in all of these scenarios.
The directors believe that there are currently no material uncertainties in
relation to the Company's and Group's ability to continue for a period of at
least 12 months from the date of approval of the Company and Group interim
statements. The board is, therefore, of the opinion that the going concern
basis adopted in the preparation of the interim report is appropriate.
2. Significant accounting judgements, estimates and assumptions
The preparation of the Group's financial statements requires management to
make judgements, estimates and assumptions that affect the reported amounts
recognised in the financial statements and disclosures. However, uncertainty
about these assumptions and estimates could result in outcomes that could
require material adjustment to the carrying amount of the assets or
liabilities in future periods.
Information about significant areas of estimation, uncertainty and critical
judgements in applying accounting policies that have the most significant
effect on the amount recognised in the financial statements are disclosed
below:
2.1 Judgements
Operating lease contracts - the Group as lessor
The Group has acquired investment properties that are subject to commercial
property leases with tenants. The Group has determined, based on an evaluation
of the terms and conditions of the arrangements, particularly the duration of
the lease terms and minimum lease payments, that it retains all the
significant risks and rewards of ownership of these properties and so accounts
for the leases as operating leases.
The leases, when signed, are for between 20 and 35 years with a tenant-only
option to extend for one or two periods of ten years. At the inception of the
lease, the directors do not judge any extension of the leases to be reasonably
certain and, as such, do not factor any lease extensions into their
considerations of lease incentives and their treatment.
2.2 Estimates
Fair valuation of investment property
The valuations have been prepared in accordance with the RICS Valuation -
current edition of the global and UK standards as at the valuation date or the
RICS 'Red Book' as it has become widely known.
The basis of value adopted is that of fair value being "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" in accordance
with IFRS 13. The concept of fair value is considered to be consistent with
that of market value.
The significant methods and assumptions used by the valuers in estimating the
fair value of the investment properties are set out in note 9.
Gains or losses arising from changes in the fair values are included in the
Condensed consolidated statement of comprehensive income in the period in
which they arise. In order to avoid double counting, the assessed fair value
may be increased or reduced by the carrying amount of any accrued income
resulting from the spreading of lease incentives and/or guaranteed minimum
rent uplifts at the inception of the lease.
Put and call options
The fair value of the assets underlying the put and call options, being the
property portfolio to which they relate, are measured in line with investment
property, the fair value movement is shown on the Consolidated statement of
comprehensive income as Changes in fair value of put/call option. During June
2023 the put/call option was exercised and thus derecognised.
3. Summary of significant accounting policies
The accounting policies adopted in this report are consistent with those
applied in the Group's statutory accounts for the year ended 31 December 2022
and are expected to be consistently applied during the year ending 31 December
2023.
4. New standards issued
4.1 New standards issued with effect from 1 January 2023
No new standards have been applied that have had a material effect on the
financial position or performance of the Group.
4.2 New standards issued but not yet effective
There are no new standards issued but not yet effective that are expected to
have a material effect on the Group.
5. Property income
Six months ended Six months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Rental income cash received in the period/year 19,785 16,931 35,889
Rent received in advance of recognition(1) 70 71 170
Rent recognised in advance of receipt(2) 3,278 2,716 6,324
Rental lease incentive amortisation(3) (70) (70) (141)
Gross rental income 23,063 19,648 42,242
Bad debts written off(4) (350) - -
Insurance/service charge income 421 387 704
Insurance/service charge expense (421) (387) (704)
Net rental income 22,713 19,648 42,242
1 This relates to movement in rent premiums received in prior periods as well
as any rent premiums received during the period/year, deemed to be a premium
over the term of the leases.
2 Relates to both rent-free periods being recognised on a straight-line basis
over the term of the lease and rent recognised in the period to reflect the
minimum uplifts in rents over the term of the lease on a straight-line basis.
3 Lease incentives relate to the amortisation of payments made to tenants that
are not part of any acquisition contractual obligations. These payments are
made in return for an increase in rent.
4 Bad debts written off relates to rental arrears due from one tenant who
leased seven of the Group's properties, in the period these properties were
re-tenanted, see note 15 for further detail.
6. Taxation
As a REIT, the Group is exempt from corporation tax on the profits and gains
from its property investment business, provided it continues to meet certain
conditions as per REIT regulations. For the period ended 30 June 2023 and year
ended 31 December 2022, the Group did not have any non-qualifying profits
except interest income.
7. Earnings per share
Earnings per share (EPS) amounts are calculated by dividing profit for the
period attributable to ordinary equity holders of the Company by the
time-weighted average number of ordinary shares outstanding during the period.
As there are no dilutive instruments outstanding, basic and diluted earnings
per share are identical.
Six months ended Six months ended Year ended 31 December 2022
30 June 2023 30 June 2022 (audited)
(unaudited) (unaudited)
£'000 £'000 £'000
Total comprehensive income (attributable to shareholders) 27,589 27,295 16,888
Adjusted for:
- Revaluation movement (12,618) (13,363) 8,103
- Movement in lease incentive debtor (70) (70) (141)
3,348 2,787 6,494
- Rental income arising from recognising rental premiums and future guaranteed
rent uplifts
Change in fair value of investment properties (9,340) (10,646) 14,456
Change in fair value of put option - - 1,811
(Profit) / Loss on disposal of investment property 16 - (130)
Change in fair value of interest rate derivative (1,088) (248) (381)
Change in fair value of call option - (527) -
EPRA earnings 17,177 15,874 32,644
Adjusted for:
(3,348) (2,787) (6,494)
Rental income arising from recognising rental premiums and future guaranteed
rent uplifts
Profit / (Loss) on disposal of investment property (16) - 130
Interest received on interest rate cap 628 - 112
Amortisation of lease incentive(1) 70 70 141
Amortisation of loan arrangement fees 757 593 1,205
Adjusted earnings 15,268 13,750 27,738
413,943,690 375,845,314 390,058,661
Average number of ordinary shares
Earnings per share (pence)(2) 6.66p 7.26p 4.33p
EPRA basic and diluted earnings per share (pence)(2) 4.15p 4.22p 8.37p
Adjusted basic and diluted earnings per share (pence)(2) 3.69p 3.66p 7.11p
1 Lease incentives relate to the amortisation of payments made to tenants that
are not part of any acquisition contractual obligations. These payments are
made in return for an increase in rent.
2 There is no difference between basic and diluted earnings per share.
The European Public Real Estate Association ("EPRA") publishes guidelines for
calculating adjusted earnings designed to represent core operational
activities.
The EPRA earnings are arrived at by adjusting for the changes in fair value of
on investment properties, options to acquire investment properties and
interest rate derivatives, and removal of profit or loss on disposal of
investment properties.
Adjusted Earnings:
Adjusted earnings is used by the board to help assess the Group's ability to
deliver a cash covered dividend from net income. The metric reduces EPRA
earnings by other non‑cash items credited or charged to the Group statement
of comprehensive income including the effect of straight‑lining of rental
income from fixed rental uplift adjustments and amortisation of lease
incentives and loan arrangement fees. The metric also adjusts for any
one‑off items that are not expected to be recurring.
Fixed rental uplift adjustments relate to adjustments to net rental income on
leases with minimum uplifts embedded within their review profiles. The total
minimum income recognised over the lease term is recognised on a
straight‑line basis and therefore not supported by cash flows during the
early term of the lease, but this reverses towards the end of the lease.
The board uses the adjusted earnings alongside the available distributable
reserves in its consideration and approval of dividends.
8. Dividends
Dividend rate Six months ended Six months ended 31 December 2022
per share 30 June 2023 30 June 2022 (audited)
pence (unaudited) (unaudited)
£'000 £'000 £'000
Fourth interim dividend for the period ended 31 December 2021 (ex‑dividend - 1.6025p - 6,181 6,181
24 February 2022)
First interim dividend for the period ended 31 December 2022 (ex‑dividend - 1.6350p - 6,307 6,307
5 May 2022)
Second interim dividend for the period ended 31 December 2022 (ex‑dividend - 1.6350p - - 6,618
25 August 2022)
Third interim dividend for the period ended 31 December 2022 (ex‑dividend - 1.6350p - - 6,618
3 November 2022)
Fourth interim dividend for the period ended 31 December 2022 (ex-dividend - 1.6350p 6,775 - -
24 February 2023)
First interim dividend for the period ended 31 December 2023 (ex-dividend - 4 1.6925p 7,013 - -
May 2023)
Total dividends paid 13,788 12,488 25,724
Total dividends paid in respect of the period/year 1.6925p 1.6350p 4.9050p
Total dividends unpaid but declared in respect of the period/year 1.6925p 1.6350p 1.6350p
Total dividends declared in respect of the period/year - per share 3.385p 3.270p 6.54p
On 31 January 2023 the Company declared an interim dividend of 1.6350 pence
per share for the period from 1 October 2022 to 31 December 2022 and was paid
in February 2023.
On 25 April 2023 the Company declared an interim dividend of 1.6925 pence per
ordinary share for the period from 1 January 2023 to 31 March 2023 and was
paid in May 2023.
On 9 August 2023, the Company declared an interim dividend of 1.6925 pence per
share for the period from 1 April 2023 to 30 June 2023 payable in September
2023.
9. Investment property
In accordance with the RICS 'Red Book' the properties have been independently
valued on the basis of fair value by Cushman & Wakefield, an accredited
independent valuer with a recognised professional qualification. They have
recent and relevant experience in the locations and categories of investment
property being valued and skills and understanding to undertake the valuations
competently. The properties have been valued on an individual basis and their
values aggregated rather than the portfolio valued as a single entity. The
valuers have used recognised valuation techniques in accordance with those
recommended by the International Valuation Standards Committee and are
compliant with IFRS 13. Factors reflected include current market conditions,
annual rentals, lease lengths, property condition including improvements
affected during the period, rent coverage, location and comparable evidence.
The valuations are the ultimate responsibility of the directors. Accordingly,
the critical assumptions used in establishing the independent valuation are
reviewed by the board.
All corporate acquisitions during the year/period have been treated as asset
purchases rather than business combinations because they are considered to be
acquisitions of properties rather than businesses.
As at As at As at
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Opening value 532,479 459,442 459,442
Property additions(2) 91,688 47,367 69,217
Property disposals(1) (1,250) - (2,495)
Acquisition costs capitalised 1,765 1,177 2,591
Capital improvements 857 8,842 11,826
Revaluation movement 12,618 13,363 (8,102)
Closing value per independent valuation report 638,157 530,191 532,479
Lease incentive debtor (2,449) (2,590) (2,519)
Guaranteed rent reviews debtor (31,390) (24,504) (28,112)
Rent premium creditor 2,401 2,570 2,470
Closing fair value per Condensed consolidation statement of financial position 606,719 505,667 504,318
1 In period 30 June 2023 the carrying value of disposals was £1,250,000
(2022: £2,495,000), this combined with the loss (2022: profit) on disposal of
£16,000 (2022: £130,000) makes up the total net proceeds shown in the
Condensed consolidated statement of cash flows.
2 Includes carrying value of the loan receivable of £37.5 million and
associated put option, which was valued at £1.8 million and exercised in June
2023 when the properties were acquired and hence the put option and loan were
derecognised. Along with £56.0 million for an acquisition made in January
2023 of which £11.2 million was paid via the issuance of shares and the
remaining £44.8 million funded in cash.
Change in fair value of investment properties
The following elements are included in the change in fair value of investment
properties reported in the condensed consolidated statements:
Six months ended Six months ended 31 December 2022
30 June 2023 30 June 2022 (audited)
(unaudited) (unaudited)
£'000 £'000 £'000
Revaluation movement 12,618 13,363 (8,102)
Movement in lease incentive debtor(1) 70 70 141
Rental income arising from recognising rental premiums and future guaranteed (3,348) (2,787) (6,495)
rent uplifts
Change in fair value of investment properties 9,340 10,646 (14,456)
1 Lease incentives relate to the amortisation of payments made to tenants that
are not part of any acquisition contractual obligations. These payments are
made in return for an increase in rent.
10. Borrowings
A summary of the borrowings drawn in the period are shown below:
As at As at As at
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
At the beginning of the period/year 142,260 114,548 114,548
Borrowings drawn in the period/year 68,500 68,070 85,074
Borrowings repaid in the period/year (20,000) (45,000) (57,362)
Total borrowings drawn(1) 190,760 137,618 142,260
Total borrowings undrawn 59,240 68,382 98,740
Total borrowings available 250,000 206,000 241,000
1 Total borrowings drawn are equal to its fair value
The Group drew down £69 million and repaid £20 million under its existing
loan facilities with Metro Bank PLC ("Metro"), HSBC UK Bank Plc, Clydesdale
Bank Plc and National Westminster Bank Plc ("NatWest").
On 28 June 2023, the Group extended and restated its revolving credit facility
with NatWest, increasing the facility size to £50 million and maturity to
June 2028, replacing the £26 million facility which was due to expire in June
2024.
On 15 June 2023, the Group repaid the term loan with Metro in full and this
facility is now expired.
Any fees associated with arranging the borrowings unamortised as at the period
end are offset against amounts drawn on the facilities as shown in the table
below:
As at As at As at
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Borrowings drawn: 190,760 137,618 142,260
Arrangements fees - brought forward (5,064) (3,641) (3,641)
Arrangement fees incurred during the period/year (1,124) (347) (2,628)
Amortisation of loan arrangement fees 757 593 1,205
Borrowings at amortised cost 185,329 134,223 137,196
- 14,970 14,814
Borrowings at amortised cost due within one year
Borrowings at amortised cost due after one year 185,329 119,253 122,382
11. Interest rate derivatives
As at As at As at
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
At the beginning of the year/period 363 94 94
Change in fair value of interest rate derivative 1,088 248 381
Payments received on interest rate derivative (628) - (112)
Purchase of derivatives 1,481 - -
2,304 342 363
To mitigate the interest rate risk that arises as a result of entering into
variable rate linked loans in June 2018, the Group entered into a five-year
interest rate cap with a notional value of £25 million which caps SONIA at
1%, this expired during the period to 30 June 2023.
In January 2023, the Group purchased a two-year interest rate cap for £1.5
million, which caps SONIA at 3% for a notional amount of £50 million.
12. Other non-current assets
As at As at As at
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Rent recognised in advance of receipt 31,390 24,504 28,112
Rental lease incentive(1) 2,449 2,590 2,519
Loan receivable 971 37,500 37,500
Trade and other receivables 34,810 64,594 68,131
Call option - 527 -
Interest rate derivative 2,304 - -
37,114 65,121 68,131
1 Lease incentives relate to the amortisation of payments made to tenants that
are not part of any acquisition contractual obligations. These payments are
made in return for an increase in rent.
Loan receivable in the comparative periods, relates to term loan facilities
which have been provided to operators to acquire a portfolio of properties.
These loan facilities accrue interest at a rate such that the post tax
interest income is equivalent to the rent the Group would otherwise earn if it
had purchased the properties directly. On the same date the Group will enter
put and call options over the portfolio of properties which, upon certain
conditions being met, allow the Group to purchase the properties for
consideration of £1. During the period to June 2023 a portfolio of properties
was acquired and the receivable was derecognised.
The remaining loan receivable relates to a £1.6 million loan facility that
the Group agreed to provide to Melrose Holdings Limited, of which £971k was
drawn at June 2023. The facility is for up to three years with an interest
rate of 8.0% per annum on drawn funds, see note 15 for further detail.
No impairment losses have been recognised during the period/year.
13. Share capital
Six months ended Six months ended Six months ended Year ended 31 December 2022
30 June 2023 30 June 2023 30 June 2022 (audited)
(unaudited) (unaudited)
Number of shares £'000 £'000 £'000
At the beginning of the period/year 404,764,328 4,048 3,506 3,506
Shares issued 9,603,841 96 351 542
414,368,169 4,144 3,857 4,048
On 13 January 2023, the Company issued 9,603,841 ordinary shares priced at
116.62 pence per share as part consideration for an acquisition, see note 9
for further detail. The Company had 414,368,169 shares of nominal value of 1
pence each in issue at the end of the period.
14. Share premium
Share premium comprises share capital subscribed for in excess of nominal
value less costs directly attributed to share issuances.
Six months ended Six months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
At the beginning of the year/period 365,642 305,672 305,672
Surplus of net proceeds on shares issued above their par value 11,104 39,649 61,727
Share issue costs (30) (921) (1,757)
376,716 344,400 365,642
15. Transactions with related parties
Investment Manager
The fees calculated and paid for the period to the Investment Manager were as
follows:
Six months ended Six months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Impact Health Partners LLP 2,381 2,233 4,581
For the six-month period ended 30 June 2023 the principals and finance
director of Impact Health Partners LLP, the Investment Manager, are considered
key management personnel. Mr Patel and Mr Cowley are the principals and Mr
Yaldron is the finance director of Impact Health Partners LLP and they own
3.14%, 0.35% and 0.02% respectively (either directly or through a wholly-owned
company) of the total issued ordinary share capital of Impact Healthcare REIT
plc. In addition, Mr Patel also (directly and/or indirectly) holds a majority
72.5% stake in Minster Care Group Limited "MCGL". Mr Cowley also holds a 20%
interest in MCGL. 38% of the Group's rental income was received from MCGL or
its subsidiaries during the period. There were no trade receivables or
payables outstanding at the period end.
During the period the key management of Impact Health Partners LLP received
the following dividends from Impact Healthcare REIT plc: Mahesh Patel
£350,995; Andrew Cowley £35,096 and David Yaldron £3,504.
Directors' interests
Paul Craig was a director of the Company, who resigned on 17 May 2023, was
also the portfolio manager at Quilter Investors, which has an interest in
66,923,191 ordinary shares of the Company through funds under management. The
remaining directors who are shareholders in the Company do not hold
significant interest in the ordinary share capital of the Company.
During the period the directors, who are considered key management personnel,
received the following dividends from the Company: Rupert Barclay £5,934;
Rosemary Boot £971; Philip Hall £971; and Christopher Santer £227. In
addition, funds which were managed by Paul Craig received dividends from the
Company of £2,068,712.
These transactions were fully compliant with the Company's related party
policy.
Minster Care Group Limited ("MCGL")
MCGL, a tenant of the Group, is considered a related party as it is majority
owned by the principals of the Investment Manager. As at 30 June 2023, the
Group leased 58 properties to MCGL, all properties owned for over one year
underwent an inflation-linked rent review in line with their lease provisions.
In the period to 30 June 2023, the Group entered into no new leases with MGCL
and disposed of one property let to MCGL to a third party in line with latest
valuation.
In June 2023, the Group negotiated the solvent transfer of the operations of
all seven of the Group's homes operated by Silverline Group on to an affiliate
of MCGL. Silverline Group had not paid its contractual rent (£1.6 million
p.a. or 3.4% of the Group's total annual contracted income) for the first two
quarters of 2023, although the Group has received £0.4 million from
Silverline's rent deposits. A new company, Melrose Holdings Limited ("MHL"),
an entity wholly owned by connected parties of Mahesh Patel, agreed to a
solvent purchase of Silverline Group's tenant companies and to take over their
responsibilities for operating these homes immediately, benefiting from a
service agreement with MCGL.
To assist in funding Silverline's overdue liabilities to third parties, other
than the Group, along with remedial capital expenditure the Group has agreed
to provide a £1.6 million loan facility to MHL for up to three years with an
interest rate of 8.0% per annum on drawn funds. This loan will be repaid in
advance of any rent from surplus funds in MHL. As at 30 June 2023 £971,000 of
this loan facility was drawn (see note 12).
These transactions were fully compliant with the Company's related party
policy.
16. Net Asset Value (NAV) per share
Basic NAV per share is calculated by dividing net assets in the consolidated
statement of financial position attributable to ordinary equity holders of the
Company by the number of ordinary shares outstanding at the end of the period.
As there are no dilutive instruments outstanding, basic and diluted NAV per
share are identical.
The Group has chosen to adopt EPRA net tangible assets ("EPRA NTA") as its
primary EPRA NAV measure as it most closely aligns with the business practices
of the Group. The adjustments between NAV and EPRA NTA are reflected in the
following table:
As at As at As at
30 June 30 June 31 December 2022
2023 2022 (audited)
(unaudited) (unaudited)
£'000 £'000 £'000
Net assets per Condensed consolidated statement of financial position 470,891 448,130 445,920
Fair value of derivatives (2,304) (342) (363)
EPRA NTA 468,587 447,788 445,557
Issued share capital (number) 414,368,169 385,731,908 404,764,328
Basic NAV per share 113.64p 116.18p 110.17p
EPRA NTA per share 113.08p 116.09p 110.08p
17. Capital commitments
At 30 June 2023 the Group had committed capital expenditure on one
forward-funded development of a new property and on capital improvements to
existing properties, this amounted to £18.0 million. The Group has committed
to deferred payment agreements on two acquisitions in return for increased
rent based on trading performance. As at 30 June 2023 the total capital
commitment for these deferred payments is estimated at £4.6 million.
18. Controlling parties
The Company is not aware of any person who, directly or indirectly owns or
controls the Company. The Company is not aware of any arrangements the
operations of which may give rise to a change in control of the Company.
19. Subsequent events
No other significant events have occurred between the statement of financial
position date and the date at which these financial statements were authorised
by the directors, which require adjustments to, or disclosure in the financial
statements.
Corporate information
Directors
Amanda Aldridge - Non‑executive Director
Rupert Barclay - Non-executive Chairman (resigned
31 March 2023)
Rosemary Boot - Senior Independent Non-executive Director
Paul Craig - Non-executive Director (resigned
17 May 2023)
Philip Hall - Non-executive Director
Simon Laffin - Non-executive Chairman (Appointed 1 January 2023)
Christopher Santer - Non-executive Director
Registered
office
The Scalpel
18(th) Floor
52 Lime Street
London
EC3M 7AF
Telephone: +44 (0)207 409 0181
Investment
Manager
Impact Health Partners LLP
149-151 Regent Street
London
W1B 4JD
Independent
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Administrator &
Secretary
JTC (UK) Limited
The Scalpel
18(th) Floor
52 Lime Street
London
EC3M 7AF
Depositary
Indos Financial Limited
54 Fenchurch Street
London
EC3M 3JY
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Legal
Advisers
Travers Smith LLP
10 Snow Hill
London EC1A 2AL
Joint Financial Adviser and Corporate Broker Jefferies International
Limited
100 Bishopsgate
London
EC2N 4JL
Joint Financial Adviser and Corporate Broker Winterflood Securities
Limited
The Atrium Building
Cannon Bridge
25 Dowgate Hill
London EC4R 2GA
Communications
Adviser
H/Advisors Maitland
3 Pancras Square
London N1C 4AG
Company Registration
Number 10464966
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR GZGGRVRVGFZM