21 November 2024
Warehouse REIT
plc
(the
"Company" or "Warehouse REIT", together with its subsidiaries, the
"Group")
Interim
results for the 6 months to 30 September 2024
Multi-let strategy delivers
strong valuation uplift; resilient occupier market, strong
reversion and active asset management driving further leasing
momentum
Neil Kirton, Chairman of Warehouse REIT
commented: "The occupational market for
multi-let industrial continues to be resilient: rents are growing
at an attractive rate, quality stock remains in short supply and,
for the first time since March 2022, we have seen yield compression
on multi-let assets which has supported a 4.1% increase in the
value of the investment portfolio.
"Our strategy continues to focus
on maximising the income streams from our high quality portfolio of
predominately multi-let, well-located and highly reversionary
warehouse assets. This approach goes hand in hand with
reducing our debt and rebuilding dividend cover, which are
strategic imperatives for the business. Key to this is
executing on the sale of our Radway Green development, and we are
pleased to have agreed terms on the first phase.
"Discussions are underway between
the Independent Directors and Tilstone Partners directed at making
some changes to the management arrangements. It is intended that
these discussions will result in a lower cost of managing the
portfolio and further increase alignment between the plc
shareholders and the Advisor."
Portfolio valuation uplift driven by outperformance of
strategically located multi-let assets
·
Like-for-like portfolio valuation up 2.3% to
£811.3 million (31 March 2024: £810.2 million)
o Multi-let asset valuation up 5.0%, with multi-let now
comprising 79.1% of investment portfolio
o Equivalent yield contraction of c.12 bps for multi-let,
demonstrating a significant improvement in market
sentiment
o Development land down 13.4%, reflecting recent offers for
Radway Green, Crewe
o Like-for-like growth in estimated rental values of 2.6%,
driven by leasing activity
·
EPRA NTA per share up 2.5% to 127.5p (31 March
2024: 124.4p) delivering a total accounting return of
5.1%
Demand resilient for space in gateway locations, with the
multi-let model providing frequent opportunities to capture rental
growth
·
46 lease events over 0.8 million sq ft securing
£5.5 million in contracted rent, including:
o £0.9 million from 20 new lettings, 22.3% ahead of previous
contracted rent;
o £1.2 million from 16 renewals, 24.5% ahead of previous
contracted rent; and
o £3.3 million from 10 rent reviews, 11.3% ahead of previous
contracted rent; 27.9% excluding contracted uplifts
·
Highly reversionary portfolio
with £7.1 million or 16.3% of potential rental reversion, including
£3.2 million available near-term. There is a further £2.8
million of potential rent on vacant space
·
Occupancy down marginally to 94.8% (FY24: 96.4%);
effective occupancy, which excludes units under offer or undergoing
refurbishment of 95.9% with c.99% of HY24 rent already
collected
·
Post period-end, a further 15
lease events agreed over 0.3 million sq ft, 29.3% ahead of previous
contracted rent, 6.5% ahead of the 31 March 2024 ERV
Improved financial performance and sound financial
management
·
IFRS Profit after tax up 14.1% to £25.1
million
·
Operating profit up 8.0% to £18.7 million (30
Sept 2023: £17.3 million)
·
Adjusted earnings of £12.3 million (30 Sept 2023:
£9.8 million); adjusted EPS of 2.9p (30 Sept 2023: 2.3p)
·
Dividend maintained at 3.2p; dividend coverage
linked to completion of strategic initiatives
·
88.3% of debt hedged against interest rate
volatility with no major refinancing until 2028
·
LTV at 34.1% in-line with self-imposed target,
with significant headroom of £43.7 million in cash and available
facilities
Targeted disposal plan well progressed, recycling capital
into value-accretive opportunities
·
£23.0 million headline net proceeds received,
refocusing the portfolio on highly reversionary
opportunities
o £61.6 million of non-core asset sales, 0.6% ahead of March
2024 book value
o £38.6 million acquisition of Ventura Retail Park, Tamworth,
NIY of 7.4%; achieved a valuation uplift of 9.6% since June
2024
·
Terms agreed and solicitors instructed on the
sale of Phase 1 of Radway Green, Crewe, 0.8 million sq
ft
·
£12.8 million of sales agreed in recent weeks,
3.8% ahead of recent valuations (7.6% ahead of March 2024) with
additional sales in solicitor's hands; ongoing capital recycling,
continuing to rotate the bottom 10% of the portfolio
·
Total sales of £182.1 million since disposal plan
announced in November 2022
Progressing our sustainability strategy
·
63.7% of the portfolio EPC A+
to C rated (31 March 2024: 66.6%), with progress offset by disposal
of higher rated properties
Financial highlights
Six months to 30 September
|
2024
|
2023
|
Gross property income
|
£25.1m
|
£23.3m
|
Operating profit before change in
value of investment properties
|
£18.7m
|
£17.3m
|
IFRS profit/(loss) before
tax
|
£25.1m
|
£22.0m
|
IFRS earnings per share
|
5.9p
|
5.2p
|
EPRA earnings per share
|
2.8p
|
1.9p
|
Adjusted earnings per
share
|
2.9p
|
2.3p
|
Dividends per share
|
3.2p
|
3.2p
|
Total accounting return
|
5.1%
|
3.5%
|
Total cost ratio
|
26.3%
|
23.2%
|
As at
|
30 September
2024
|
31 March
2024
|
Portfolio valuation
|
£811.3m
|
£810.2m
|
IFRS net asset value
|
£547.1m
|
£535.6m
|
IFRS net asset value per
share
|
128.8p
|
126.1p
|
EPRA net tangible assets ("NTA")
per share
|
127.5p
|
124.4p
|
Loan to value ("LTV")
ratio
|
34.1%
|
33.1%
|
Investment portfolio statistics
As at
|
30 September
2024
|
31 March
2024
|
Contracted rent
|
£43.6m
|
£44.6m
|
ERV
|
£53.4m
|
£53.5m
|
Passing rent
|
£42.1m
|
£42.9m
|
WAULT to expiry
|
4.7
years
|
5.0
years
|
WAULT to first break
|
3.6
years
|
4.1
years
|
Occupancy
|
94.8%
|
96.4%
|
Meeting
A meeting for professional
investors and analysts will be held at 10.30am on 21 November 2024
at the offices of FTI Consulting, 200 Aldersgate, London EC1A 4HD.
Registration is required for this event, please email FTI
Consulting at warehousereit@fticonsulting.com
should you wish to attend.
The results presentation will also
be available in the Investor Centre section of the Group's
website.
Enquiries
Warehouse REIT plc
via FTI Consulting
Tilstone Partners
Limited
Simon Hope, Peter Greenslade, Paul
Makin, Jo Waddingham
+44 (0) 1244 470 090
G10 Capital Limited (part of the
IQEQ Group, AIFM)
Maria Baldwin
+44 (0) 207 397 5450
FTI Consulting (Financial PR and
IR Advisor to the Company)
Dido Laurimore, Richard
Gotla
+44 (0) 7904 122207 /
WarehouseReit@fticonsulting.com
Further information on Warehouse
REIT is available on its website:
warehousereit.co.uk
Notes
Warehouse REIT is a UK Real Estate
Investment Trust that invests in UK warehouses, focused on
multi-let assets in industrial hubs across the UK.
We provide a range of warehouse
accommodation in key locations, which meets the needs of a broad
range of occupiers. Our focus on multi-let assets means we provide
occupiers with greater flexibility so we can continue to match
their requirements as their businesses evolve, encouraging them to
stay with us for longer.
We invest in our business by
selectively acquiring assets with potential and by delivering
opportunities we have created. Through pro-active asset management
we unlock the value inherent in our portfolio, helping to capture
rising rents and driving an increase in capital values to deliver
strong returns for our investors over the long term.
Sustainability is embedded
throughout our business, helping us meet the expectations of our
stakeholders today and futureproofing our business for
tomorrow.
The Company is an alternative
investment fund ("AIF") for the purposes of the AIFM Directive and,
as such, is required to have an investment manager who is duly
authorised to undertake the role of an alternative investment fund
manager ("AIFM"). The AIFM and the Investment Manager is currently
G10 Capital Limited (Part of the IQEQ Group).
Forward-looking statements
Certain information contained in
these half-year results may constitute forward-looking information.
This information relates to future events or occurrences or the
Company's future performance. All information other than
information of historical fact is forward-looking information. The
use of any of the words "anticipate", "plan", "continue",
"estimate", "expect", "may", "will", "project", "should",
"believe", "predict" and "potential" and similar expressions are
intended to identify forward-looking information. This information
involves known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking information. No assurance
can be given that this information will prove to be correct, and
such forward looking information included in this announcement
should not be relied upon. Forward-looking information speaks only
as of the date of this announcement.
The forward-looking information
included in this announcement is expressly qualified by this
cautionary statement and is made as of the date of this
announcement. The Company and its Group do not undertake any
obligation to publicly update or revise any forward-looking
information except as required by applicable securities
laws.
CHAIRMAN'S STATEMENT
Introduction
The occupational market for our
multi-let industrial space continues to be resilient. I am pleased
to report that rents continue to grow at an attractive rate,
quality stock continues to be in short supply and yields across our
multi-let portfolio have started to compress. The results announced
today, together with our perspective over the near term show how
the benefits of a carefully assembled and well-located portfolio
are being reflected in our valuation performance.
Our strategy focuses on maximising
the income streams from this portfolio and recycling capital out of
assets which are now less attractive in terms of future returns.
Our priority remains to reduce our debt and rebuild our dividend
cover. These are strategic imperatives.
The sale of Radway Green, our
development asset in Crewe, is an important step in that regard and
having conducted a thorough process, I am pleased to report that we
have now agreed terms and instructed solicitors on the sale of
Phase 1 of that scheme.
Delivering on this has taken
longer than expected, partly because achieving the best price
required securing a comprehensive planning consent and sufficient
power for both phases, but also because it has taken until now to
achieve a price that reflects our conviction in the value this
scheme will deliver over time. Reserved matters consents is still
outstanding on Phase 2, the most valuable phase of the scheme, and
the Board considers that delivering these consents prior to selling
it will achieve the most attractive outcome for
shareholders.
In addition, our "business as
usual" capital recycling is delivering a more focused, higher
quality portfolio with significant and growing potential to further
drive rents going forward. We see a heightened level of investment
activity taking place in our asset class, from public and private
institutional capital, which reinforces our view of the quality of
the assets that we own on your behalf.
Operational review
The value of our investment
portfolio has increased by 4.1% on a like-for-like basis to £742.5
million, with the total portfolio, including developments, now
valued at £811.3 million. The uplift was driven by ERV growth of
2.6%, demonstrating the continuing strength of our occupational
markets. We are also pleased that yields have now started to
compress, which is a very positive signal for multi-let
industrials. Multi-let assets, which comprise 79.1% of the
investment portfolio, were up 5.0% on a like-for-like basis. This
is a highly defensive asset class, with rebuild costs per sq ft of
over £120.0 per sq ft well above capital values of £98.0 per sq ft
on our portfolio, resulting in very limited new development, which
is supportive of rental growth. In addition, the greater
frequency of lease events on a multi-let portfolio provides more
opportunities to capture that. This is a key focus for our
business.
In the half year, our asset
management teams concluded 46 lease events, securing £5.5 million
of contracted rent. On average, deals were 15.7% above prior rent,
which is below our historic rate, but includes two large rent
reviews on single-let assets where the uplift was contractually
fixed; excluding these leases, the uplift was 25.0%.
Following sales concluded in the period, less than 5% of
leases by contracted rent are subject to cap or collar arrangements, which is our strong preference,
providing the ability to drive rents ahead of inflation.
Our portfolio has a potential
rental reversion of 16.3%, equating to an additional £7.1 million
of rent to be captured in the coming years. £3.2 million of
reversion is technically available in the current financial year,
but much of that falls towards the end of the period and, given we
typically conduct some refurbishments where occupiers leave, we
would expect to start to see the benefit of this come through in
the next financial year. There is a further potential £2.8m
of additional income available on letting the vacant space and
capturing this is a real focus for our asset management
team.
Financial performance
Our financial results reflect our
sharp focus on maximising the potential of our assets. At £18.7
million, operating profit was 8.0% ahead of HY24 despite an active
capital recycling programme, with an increase in dilapidation
receipts and a reduction in the Group's exposure to unhedged debt
largely offsetting the loss of income from net sales and driving a
26.1% increase in adjusted earnings per share to 2.9p.
Dividend cover has improved to 90.6% as a result.
Combined with an uplift in our valuation, our EPRA NTA
increased 2.5% to 127.5p (31 March 2024: 124.4p), resulting in a
5.1% total accounting return for the period.
Capital allocation and balance sheet
As a Board, we think carefully
about how we allocate our capital to maximise returns from our
portfolio. In the period, we sold £61.6 million of assets on
a headline basis, crystalising a profit on sale of c.£0.1 million.
Sales included Barlborough Links in Chesterfield, a single-let
asset, with an index-linked lease and therefore not core to our
strategy, which was sold for £46.0 million. Including post period
end activity, total sales since our deleveraging plan was announced
in November 2022 now stand at £182.1 million.
This progress gave the Board
comfort that we had sufficient flexibility to undertake selective,
value accretive acquisitions and in June, identified an opportunity
to acquire part of the Ventura Retail Park in Tamworth, for £38.6
million. Not only was this purchased on a highly attractive yield
of 7.4% but it was our expectation that this would form the basis
of a broader joint venture arrangement. The retail warehousing
market has moved quickly and as a result, both the Board and the
Investment Advisor have decided not to pursue the joint venture as
envisaged; but pleasingly the asset has seen significant yield
compression and an uplift in valuation of 9.6%. Going
forward, the business will continue to focus on its core strengths
in multi-let industrial warehouses.
Following this activity, net debt
stood at £276.3 million at the period end, with a loan to value
ratio of 34.1%. Having undertaken a comprehensive refinancing last
year, the Group has £250 million of interest rate caps and was
therefore 88.3% hedged at 30 September 2024. With interest rates
remaining elevated, this position impacts our earnings and ability
to pay a covered dividend and the Board is therefore focused on
reducing our overall debt position to a level consistently below
£250 million. We are also actively managing the hedging moving
forward and will review the Group's hedging requirements closer to
expiry. The part sale of Radway will go some way towards achieving
this but in addition, we rigorously assess the returns we think we
can derive from all our assets and regularly make disposals of
assets that do not meet our hurdle rate. We have agreed a further
£12.8 million of sales that fit this description in recent weeks,
and are currently evaluating further sales into what is a rapidly
improving market. This activity also enhances the overall quality
of our portfolio and reduces the extent to which unhedged debt
undermines the earnings cover for the dividend.
ESG
Sustainability is firmly embedded
in the way we manage our business. The work we are doing to improve
the environmental credentials of our assets, strengthen their
climate resilience and make them more engaging places to work,
directly enhances their value. Our refurbishment programme aims to
achieve a minimum EPC B rating and has delivered a significant
improvement to the portfolio ratings in recent years.
Reflecting recent capital activity, primarily the sale of
Barborough Links, Chesterfield a 500,000 sq ft asset (which saw an
increase from C to B prior to sale), at the end of the half year,
63.7% of the total portfolio by sq ft was EPC A+ to C rated, down
from 66.6% at year-end. While we would expect our asset management
initiatives to drive an improvement in EPC ratings, as we sell out
of assets where we have substantially delivered our asset
management plan and potentially invest into assets where we see an
opportunity to drive value, this figure may fluctuate.
We were pleased to be awarded an
EPRA Gold in the EPRA sBPR awards for the fourth consecutive year
as well as an EPRA Gold in the EPRA BPR. Looking forward, building
on good progress made last year, which included reporting of some
scope 3 data for the first time, we are currently working with our
advisors to set a target for the reduction of scope 3 emissions.
This would be an important milestone in our ESG journey.
Share price and equity market context
An ongoing feature of the period
under review has been that the value of our equity continues to
trade at a substantial discount to the independent valuer's
appraisal of the portfolio's value. While the primary driver for
this has been wider market volatility, both the Independent
Directors and the Investment Advisor recognise that one aspect of
this may relate to the market's more recent concerns about external
management structures generally and, in particular, the basis on
which the Investment Advisor is remunerated. A discussion is taking
place within the boardroom about changes that can be made to the
existing management arrangements in the interests of delivering
both a greater level of alignment between the Board and the
Investment Advisor and which would reduce the ongoing cost to
Warehouse REIT.
While we cannot prejudge the
market impact of successfully concluding this conversation, both
parties see it as an important step to attracting a broader
investor audience and an update will be provided in due
course.
Conclusion
In summary, multi-let warehousing
will continue to sit at the heart of our strategy and, we believe,
offers the best opportunity to drive both rental and capital growth
over time. We have made progress on our plan but are acutely
aware that we have further to go if the market is to fully
recognise the potential we have in this portfolio. Delivering
on these initiatives is the key priority for the Board and we look
forward to updating you in due course.
Neil Kirton
Chairman
Investment advisor's report
Market overview
The multi-let industrial market is
characterised by a highly diverse occupier base, which has
gentrified in recent years to include retail trade counters,
logistics and quasi-office space, alongside more traditional uses
such as general manufacturing and high-tech engineering. Supply is
generally constrained, given the economics of building multi-let
space is typically less attractive than larger, big box units.
These longer-term dynamics are supportive of rental growth. Annual
take-up of multi-let space is running at between 30-40 million sq
ft based on take up in the second half of 2023 and first quarter of
2024. While below the pre-pandemic averages, agents (Gerald Eve)
attribute this more to the lack of new development and the low
multi-let availability. However, uncertainty in the earlier part of
the year, with fewer interest rate cuts materialising than expected
and with the pending election, may have weighed on decision-making.
Gerald Eve has further reported an uptick in the quantity of
viewings in the first half of 2024. At the big box end of the
market, where data is more readily available, Savills is reporting
take-up of 16.8 million sq ft for the first six months, an increase
of 44% on the same period in 2023 and with nearly two-thirds of
that occurring in Q2, points to a strengthening market.
The multi-let vacancy rate was
notably higher in London and the South East at 10.4% at the end of
the first quarter, compared to 7.9% in the rest of the UK,
reflecting the speculative completion of a number of Inner London
schemes in recent years, with owners maintaining optimistic pricing
expectations. Void rates in a number of regions, including the
North West and East Midlands remain very low at under 6%. There is
currently just 3.3 million sq ft of multi-let development under
construction, which is less than one month's supply at current
take-up rates. Across the market more generally, there is a
further 10.8 million sq ft of multi-let space in planning, but
supply has typically shifted outwards.
Investor sentiment towards
multi-let industrial has improved significantly in recent months,
and is reflected in a high volume of private equity investment into
the space. Good-quality secondary space is particularly attractive
given the greater reversionary potential of these assets compared
to new prime stock, where rents are more likely to be at market
levels. This activity has supported an inwards shift of prime
multi-let yields of 25 bps across the market to 5.6% as at June
2024. Greater certainty at a macro level, including further
interest rate cuts should be supportive in this respect.
Strategy
The Group's strategy is to invest
in assets where there is an opportunity to drive rents and value.
The focus is on multi-let warehouses in relevant economic
centres with access to major arterial routes and a large pool of
available labour. The Group favours the multi-let format,
which offers the following key advantages:
• more asset management
opportunities than single-let assets, helping to raise the rental
tone faster and capture the reversion created;
• reduced risk
reflecting a more diverse range of occupiers;
• greater flexibility for
occupiers with a range of unit sizes to suit the life cycle of a
company and the ability to scale up by taking multiple
units;
• low obsolescence,
requiring manageable capex to maintain; and
• relative scarcity,
with rebuild costs generally below capital values, constraining
supply and supporting rental growth.
Multi-let estates make up 79.1% of
the investment portfolio by value as at 30 September 2024, with the
Group's balanced portfolio also including Single-let Regional
assets, which are over 125,000 sq ft and Single-let Last Mile
assets, which are smaller.
In particular, the investment
portfolio has exposure to key industrial hubs in:
• the North
(30.7%);
• the Midlands
(22.6%); and
• the
Oxford-Cambridge Arc, centred on Milton Keynes (25.8%).
Strategic priorities
In June 2023, the Board set four
strategic priorities for the business. These were to:
• capture the
reversionary potential in the portfolio;
• recycle capital,
enabling us to pay down the Group's floating rate debt, strengthen
the balance sheet and support earnings;
• progress the
disposal of Radway Green development scheme; and
• increase dividend
cover, by driving earnings through these actions.
The Group has consistently
performed well against the first two of these priorities and has
now made material progress against the third which should support
dividend coverage. A summary of the Group's performance
aligning to these priorities in the period is set out
below:
Priority
|
hy25 PRogress
|
Capture reversion
|
£1.4m new rent added, with £0.6m
of reversion captured
Future reversion of £7.1m,
providing a potential uplift of 16.3%
|
continued Capital recycling
|
£61.6m headline sales, 0.6% ahead
of book value
£0.1m profit on sale
£12.8m post period-end, taking
total sales to £182.1m since the deleveraging plan was
announced
Additional sales in solicitor's
hands; ongoing capital recycling, continuing to rotate the bottom
10% of the portfolio
|
progress Radway green
|
Terms agreed and solicitors
instructed on the sale of Phase 1 (0.8m sq ft)
Pursuing reserved matters consent
on Phase 2 to maximise value and increase liquidity in the short
term
|
pathway to Dividend cover
|
90.6% covered for HY25
Coverage linked to the completion
of strategic initiatives including the sale of Radway and potential
changes to the management arrangements
|
PORTFOLIO REVIEW
Capital activity
|
£
million
|
NIY
|
Disposals
|
61.6
|
6.0%
|
Acquisitions
|
38.6
|
7.4%
|
The Group keeps the portfolio
under constant review, to identify mature or non-core assets that
are candidates for disposal. Sales have focused on single-let
assets, or assets where the Group has substantially completed its
asset management initiatives leaving little further upside. In
addition, disposal targets include those that generate a yield
below the Group's cost of debt and are therefore earnings-enhancing
on sale.
During the period, the Group sold
four assets for £61.6 million (headline), 0.6% ahead of the
aggregate book value, crystallising a profit on disposal of £0.1
million, and reflecting a blended net initial yield on passing rent
of 6.0%. This good performance demonstrates our ability to match
assets that are non-core for Warehouse REIT with pockets of demand
across the market.
The assets sold in the period
were:
·
Barlborough Links, Chesterfield for £46.0
million;
·
Parkway Industrial Estate, Plymouth for £6.3
million;
·
Celtic Business Park, Newport for £5.2 million;
and
·
Pikelaw Place, Skelmersdale for £4.1
million.
Post period-end the Group agreed
on the sale of £12.8 million of four fully-let assets 7.6% ahead of
March 2024 and 3.8% ahead of September 2024 valuations.
Total asset sales since the Group
announced the disposal plan in November 2022 are now £182.1
million.
On 25 June 2024, the Group
acquired Phase 2 of Ventura Retail Park ("Ventura"), a 13-unit
scheme in Tamworth, close to Birmingham, for £38.6 million,
representing a net initial yield of 7.4%.
Built in two phases, Ventura is
one of the top 20 shopping parks in the UK by sq ft. Phase 2
covers 120,000 sq ft and is fully let to a high-quality occupier
line-up including Boots, Sports Direct and H&M. Contracted rent
across the scheme is £3.1 million and the WAULT is 6.1
years.
Ventura is part of a larger retail
warehouse cluster covering over 700,000 sq ft of prime space, with
occupiers including Next, Primark and M&S and ranks in the top
three centres for comparison goods spend in the UK. It is
adjacent to the A5 and 30 minutes' drive time from Birmingham in
the West Midlands, which is one of our highest conviction
regions.
At the time of its acquisition,
the Board and Investment Advisor expected that this may form the
basis of a broader joint venture arrangement. The retail
warehousing market has moved quickly and as a result, both the
Board and the Investment Advisor have decided not to pursue a joint
venture as envisaged.
Radway Green
Radway Green is the Group's key
logistics development opportunity, in a premier location just 1.5
miles from Junction 16 of the M6 near Crewe. This is a highly
attractive scheme, with the potential to deliver at least 1.8
million sq ft of space, across two phases of 0.8 million sq ft and
1.0 million sq ft. At its HY24 results in November 2023, the
Group announced that it was evaluating options for the scheme,
including a full or partial sale, and that it would not progress
the development alone. Following a thorough process, terms have
been agreed and solicitors instructed on the sale of Phase 1 of
this asset. Delivering reserved matters consent on Phase 1
and securing the power has been key to achieving value and
liquidity and the Investment Advisor is now focused on doing the
same for Phase 2, which represents the majority of the scheme's
value.
Valuation
At the end of the period, the
investment portfolio comprised 651 units across 7.2 million sq ft
of space (31 March 2024: 642 units across 7.8 million sq ft). The
table below analyses the portfolio as at 30 September
2024:
|
Value (£m)
|
LFL movement
(%)
|
ERV growth
(%)
|
NIY (%)
|
NEY (%)
|
Capital
value
(£ per sq
ft)
|
Multi-let more than 100k sq
ft
|
436.7
|
5.9
|
2.5
|
5.3
|
6.3
|
103.30
|
Multi-let less than 100k sq
ft
|
150.9
|
3.3
|
3.3
|
5.9
|
6.7
|
103.77
|
Single-let regional
distribution
|
83.7
|
0.3
|
1.4
|
5.3
|
6.2
|
95.18
|
Single-let last mile
|
71.2
|
2.2
|
2.8
|
5.9
|
6.4
|
109.40
|
Total
|
742.5
|
4.1
|
2.6
|
5.5
|
6.4
|
102.96
|
Development land
|
68.8
|
(13.4)
|
|
|
|
|
Total portfolio
|
811.3
|
2.3
|
|
|
|
|
The portfolio was independently
valued by CBRE as at 30 September 2024, in accordance with the
internationally accepted RICS Valuation - Global Standards 2020
(incorporating the International Valuation Standards) (the "Red
Book"), and the RICS Valuation - Global Standards 2021 - UK
national supplement.
The portfolio valuation was £811.3
million (31 March 2024: £810.2 million), representing a 2.3%
like-for-like valuation increase. The value of the investment
portfolio was up 4.1% on a like-for-like basis, driven by a strong
performance from multi-let assets which were up 5.0%, reflecting
stronger ERV growth and supported by yield compression. Single-let
assets were up 1.2%. Across the portfolio, equivalent yields
contracted by an average of 9 bps, but weighted towards multi-let
industrials where yields contracted by 12 bps. Single-let
last mile assets also saw yield compression, while single-let
regional distribution assets saw some mild yield expansion.
The value of Ventura Retail Park, Tamworth was up 9.6% since
acquisition and is now valued on a yield of 6.8% compared to 7.4%
on acquisition. Development land was down 13.4%, reflecting recent
offers for the Group's development site at Radway Green,
Crewe.
The EPRA NIY at 30 September was
5.2% (31 March 2024: 5.4%) and the EPRA topped-up NIY was 5.3% (31
March 2024: 5.6%).
The NIY of the investment
portfolio was 5.5% at 30 September 2024, with a reversionary yield
of 6.7% (31 March 2024: 5.7% and 6.8% respectively). The average
capital value across the portfolio was £102.96 per sq ft, some way
ahead of the FY24 position of £93.52 per sq ft, partly driven by
the addition of Ventura Retail Park. The average capital
value for the multi-let assets (excluding this acquisition) was
£98.04 per sq ft, which remains well below the reinstatement value
for this type of asset, which is £123.25 per sq ft.
Leasing and asset management
|
% of Investment
portfolio
|
Occupancy by ERV
(%)
|
Contracted
rent
(£per sq
ft)
|
ERV
(£ per sq
ft)
|
Multi-let more than 100k sq
ft
|
58.8
|
93.4
|
6.46
|
7.52
|
Multi-let less than 100k sq
ft
|
20.3
|
93.4
|
7.02
|
7.81
|
Single-let regional
distribution
|
11.3
|
100.0
|
5.43
|
6.81
|
Single-let last mile
|
9.6
|
100.0
|
7.28
|
8.40
|
Total
|
|
94.8
|
6.52
|
7.57
|
At the period end, the contracted
rent roll for the investment portfolio (excluding developments) was
£43.6 million, compared to an ERV of £53.4 million. The difference
reflects £7.1 million (or 16.3%) of portfolio reversion and £2.8
million of potential rent on vacant space.
The structure of the Group's
leases supports capturing this reversion, with less than 5% of
contracted rent being subject to an index or a cap arrangement.
This flexibility is an important advantage in a more inflationary
environment.
Occupier demand remained robust in
the period, with good interest from wholesale, trade and
manufacturing as well as professional services including media and
technology with demand for smaller units particularly resilient.
Against this backdrop, the Group made good progress capturing
reversion, with a total of 46 lease events completed, covering 0.8
million sq ft. As a result, the Group was able to capture £1.4
million of new contracted rent for the year, with £0.8 million of
contracted rent coming from the letting vacant space.
Total contracted rents for the
investment property portfolio stood at £43.6 million at period-end,
an increase of 0.1% on a like-for-like basis, with new rent and
reversion captured being largely offset by vacancy in units with
latent reversion post refurbishment.
Occupancy across the investment
portfolio remained high at 94.8% as at 31 September 2024 (31 March
2024: 96.4%). The slight decrease reflected three notable vacancies
at Meridian Business Park, Leicester, Groundwell Industrial Estate,
Swindon and Maxwell Road, Peterborough, where we have a tailored
refurbishment programme planned to capture the embedded reversion
and interest has been encouraging. Effective occupancy, which
excludes units under offer to let or undergoing refurbishment, was
95.9% (31 March 2024: 97.6%), with 0.3% of the investment portfolio
under offer to let and a further 0.8% undergoing refurbishment at
that date.
The weighted average unexpired
lease term for the investment portfolio stood at 4.7 years (31
March 2024: 5.0 years) with the fall driven by the sale of
Barlborough Links, Chesterfield which had a long, index-linked,
lease.
New leases
The Group completed 20 new leases
on 0.1 million sq ft of space during the period, which will
generate annual rent of £0.9 million, 22.3% ahead of the previous
contracted rent and 2.0% ahead of the 31 March 2024 ERV. The level
of incentives has increased slightly ahead of the previous year end
but remains below the market convention of one month for every year
on the lease.
Highlights are shown in the table
below:
|
|
|
|
Increase
over
|
Estate
|
|
Lease length
(years)
|
Annual rent
(£)
|
Previous
rent
|
ERV at
31/3/24
|
Stadium Industrial Estate,
Luton
|
|
10
|
86,700
|
+37.9%
|
In-line
|
Gateway Park,
Birmingham
|
|
10
|
85,900
|
+17.5%
|
+6.8%
|
Bradwell Abbey, Milton
Keynes
|
|
10
|
82,700
|
+30.0%
|
+8.3%
|
Lease renewals
The Group continues to retain the
majority of its occupiers, with 73.0% remaining in occupation at
lease expiry and 60.0% with a break arising in the year.
There were 16 lease renewals on
0.2 million sq ft of space during the period, with an average
uplift of 24.5% above the previous passing rent and 3.7% above the
ERV.
Highlights are shown in the table
below:
|
|
|
|
Increase
over
|
Estate
|
|
Lease length
(years)
|
Annual rent
(£)
|
Previous
rent
|
ERV at
31/3/24
|
Murcar Industrial Estate,
Aberdeen
|
|
3
|
300,000
|
+11.7%
|
In-line
|
Air Cargo Centre,
Glasgow
|
|
5
|
106,000
|
+21.9%
|
+0.1%
|
Gawsworth Court,
Warrington
|
|
5
|
90,900
|
+56.0%
|
+22.9%
|
Rent reviews
During the year, the Group
completed 10 rent reviews, generating an £3.3 million per annum,
11.3% ahead of previous rent. Excluding two capped rent reviews,
the rent reviews were settled broadly in-line with 31 March 2024
ERVs.
Highlights are shown in the table
below:
|
|
|
|
Increase
over
|
Estate
|
|
|
Annual rent
(£)
|
Previous
rent
|
ERV at
31/3/24
|
Brackmills Industrial Estate,
Northampton (capped rent review)
|
|
|
1,996,000
|
+4.2%
|
-19.3%
|
South Gyle Industrial Estate,
Edinburgh
|
|
|
453,600
|
+35.7%
|
In-line
|
Shaw Lane Industrial Estate,
Doncaster
|
|
|
121,500
|
+36.4%
|
In-line
|
|
|
|
|
|
|
|
Capturing reversion
The following table demonstrates
the potential for continuing to capture reversion in the years
ahead. These represent good opportunities for further rental growth
and reflects the position before any further ERV growth or
outperformance.
Rent subject to review or lease expiry
|
Contracted rent
(£m)
|
ERV (£m)
|
FY25
|
9.7
|
12.9
|
FY26
|
8.4
|
9.8
|
FY27
|
6.2
|
7.0
|
FY28
|
6.0
|
6.4
|
FY28+
|
13.2
|
14.6
|
Occupier resilience
The Group has a diverse occupier
base of 447 businesses, with 73.3% generating revenues of more than
£10 million and 89.0% exceeding £1 million of revenues.
We monitor the strength of the
occupiers' covenants by using credit software such as Dun &
Bradstreet, anti-money laundering software such as Dow Jones,
monitoring news flow and analysing company reports. This keeps us
informed of how evolving macroeconomic conditions are affecting
their businesses. For smaller occupiers, the Group also often has
the benefit of rent deposits, giving it additional protection from
bad debts.
Overall, the Group's occupiers
appear well placed in the current environment, which is reflected
in our rent collection and the continued low level of bad debts
(see the Financial Review). As at 13 November 2024, the Group
had collected c.99% of the rent due in respect of the year and we
expect this to increase further as we work with occupiers to
collect the outstanding amount.
capital expenditure
On average, the Group budgets to
invest around 0.75% of its gross asset value ("GAV") in capital
expenditure each year. This excludes development projects and is
therefore based on GAV excluding developments. The Group's
priorities when investing in the estate are to drive rental growth,
improve EPC ratings and secure other ESG improvements.
Approximately 20% of capex is typically directed to EPC-related
improvements and all capex must generate a minimum return of 10% on
the capital deployed. Our capital expenditure plans also take
account of local demand and supply, the requirements of individual
units versus the overall estate and the Group's longer-term
aspirations to hold or sell the asset.
Total capital expenditure in the
period was £2.1 million, equivalent to 0.3% of GAV excluding
developments. As at 30 September 2024, approximately 0.8% of the
portfolio's ERV was under refurbishment (31 March 2024:
0.8%).
esg performance
At the period end, 63.7% of the
portfolio was rated EPC A+ to C. This is down slightly from
the year end, reflecting capital activity on the portfolio, notably
the sale of Barlborough Links, Chesterfield which was EPC B rated
and covered 500,000 sq ft. Fifteen units achieved a minimum of an
EPC B rating following assessments in the half year. In England and
Wales, which are subject to MEES requirements, 68.7% of space is
rated EPC A+ to C.
In line with our long term target
of increasing the Group's on site renewable energy capacity, the
Group is pleased that solar PV panels have been fitted to Walton
Road Industrial Estate in Stone, across units covering 40,000 sq ft
and the Group is progressing plans to add PV on two larger
estates.
We were delighted for the Group to
have again been awarded Gold for compliance with both the EPRA Best
Practice Reporting and the EPRA Sustainability Best Practice
Recommendations. Building on good progress made last year,
when the Group reported some scope 3 emissions for the first time,
the Group is now working with advisors to set a target for scope 3
emission reduction.
Financial review
Performance
Rental income and premiums
received for the six months was £21.6 million (30 September 2023:
£22.2 million), with the reduction reflecting the impact of asset
disposals, partially offset by the Group's leasing activity; EPRA
like-for-like rental growth was up 1.0%. Gross property income was
up 7.6% to £25.1 million (30 September 2023: £23.3 million), driven
by larger dilapidation receipts received in the period.
The Group's operating costs
include its running costs (primarily the management, audit, company
secretarial, other professional, and Directors' fees), and
property-related costs (including legal expenses, void costs and
repairs). Total operating costs for the six months were £8.0
million (30 September 2023: £7.7 million), with the increase driven
by non-recoverable costs as a result of higher vacancy
rates.
The net increase in the expected
credit loss allowance remained low at (£0.0) million (30 September
2023: £0.2 million). This reflects the diversity and quality of the
Group's occupiers and our close relationships with them.
The total cost ratio, which is the
adjusted cost ratio including direct vacancy costs, was 26.3% (30
September 2023: 23.2%), reflecting higher vacancy costs.
Excluding vacancy costs the ratio fell to 21.6% (30 September
2023: 22.2%). The ongoing charges ratio, representing the costs of
running the REIT as a percentage of NAV, was constant at 1.4% (30
September 2023: 1.4%).
The Group disposed of assets
totalling £61.6 million in the year, resulting in a net profit on
disposal of £0.1 million.
At 30 September 2024, the Group
recognised a gain of £17.2 million on the revaluation of its
portfolio (30 September 2023: gain of £6.8 million). See the Net
Asset Value section below for more information.
Financing income in the period was
£4.2 million (30 September 2023: £5.5 million), including £4.1
million (30 September 2023: £3.7 million) of interest receipts from
interest rate derivatives.
Financing costs include the
interest and fees on the Group's revolving credit facility ("RCF")
and term loan (see Debt Financing and Hedging). The finance
expenses were £15.0 million (30 September 2023: £13.0 million).
While the impact of SONIA remaining elevated has been partly
mitigated by the Group's interest rate caps (see below), the all-in
cost of debt for the year reduced to 4.2% (30 September 2023:
4.7%). The Group also had a £4.4 million change in fair value of
derivatives (30 September 2023: £1.6 million gain).
The statutory profit before tax
was £25.1 million (30 September 2023: £22.0 million
gain).
The Group has continued to comply
with its obligations as a REIT and the profits and capital gains
from its property investment business are therefore exempt from
corporation tax. The corporation tax charge for the year was
therefore £nil (30 September 2023: £nil).
Earnings per share under IFRS was
5.9p (30 September 2023: 5.2p per share). EPRA EPS was 2.8p (30
September 2023: 1.9p).
Adjusted earnings per share was
2.9p for the period (30 September 2023: 2.3p), representing cover
of 90.6% of the total dividend for the period of 3.2p. The table
below reconciles the movement in adjusted EPS between the two
years:
Adjusted earnings per share
|
|
p
|
For the period ended 30 September
2023
|
|
2.3
|
Rental income and
dilapidations
|
|
0.4
|
Increased non-recoverable property
expenses
|
|
(0.1)
|
Net finance costs
|
|
0.3
|
For the period ended 30 September 2024
|
|
2.9
|
Dividends
The Company has declared the
following interim dividends in respect of the year:
Quarter to
|
Declared
|
Paid/to be
paid
|
Amount (p)
|
30 June 2024
|
31
August 2024
|
6
October 2024
|
1.6
|
30 September 2024
|
22
November 2024
|
27
December 2024
|
1.6
|
Total
|
|
|
3.2
|
The total dividend was therefore
in line with the Group's target for the year of 3.2p. 1.6 dividends
were property income distributions and 1.6 was a non-property
income distribution. The cash cost of the total dividend for the
year will be £13.6 million (30 September 2023: £13.6
million).
Net asset value
EPRA Net Tangible Assets ("NTA")
per share was 127.5p at 31 March 2024 (31 March 2024: 124.4p.) The
table below reconciles the movement in the EPRA NTA in
FY24:
EPRA NTA per share
|
p
|
As at 31 March 2023
|
124.4
|
Adjusted earnings
|
2.9
|
Dividends
|
(3.2)
|
Valuation movement
|
4.0
|
Cost of interest rate
caps
|
(0.6)
|
As at 30 September 2024
|
127.5
|
Debt financing and hedging
The Group's £320.0 million
facility comprises a £220.0 million term loan and a £100.0 million
RCF. The facility is provided by a club of four lenders: HSBC, Bank
of Ireland, NatWest and Santander. The minimum interest cover is
1.5 times, and the maximum LTV of 60%. Both the term loan and the
RCF attract a margin of 2.2% plus SONIA for an LTV below 40% or
2.5% if the LTV is above 40%.
At 30 September 2024, £63.0
million was drawn against the RCF and £220.0 million against the
term loan. This gave total debt of £283.0 million (31 March 2023:
£284.0 million), with the Group also holding cash balances of £6.7
million (31 March 2024: £16.0 million), giving a net debt position
of £276.3 million (31 March 2024: £268.0 million). The LTV ratio at
31 March 2024 was therefore 34.1% (31 March 2024: 33.1%). Interest
cover for the period was over three times, meaning the Group was
substantially within the covenants in the debt facility.
At the period end, the Group has
£250.0 million of interest rate caps in place, £50.0 million has a
termination date of 20 November 2026 and caps SONIA at 20%; £100.0
million has a termination date of 20 July 2025 and £100.0 million
has a termination date of 20 July 2027 both of which cap SONIA at
1.5%. The Group is actively managing the hedging moving forward and
will review the Group's hedging requirements closer to
expiry.
We continue to explore
opportunities to diversify the Group's sources of debt funding,
extend the average maturity of its debt and further reduce the
average cost of debt.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks facing the
Group are documented on pages 51 to 60 of the Annual Report for the
year ended 31 March 2024. Since then, the Board has continued its
regular review of risks and emerging risks, including detailed
consideration of those risks that are most material to the Group
and are recorded as its principal risks.
During the period there have been
no changes to the list of risks that the Board considers to be the
Group's principal risks. The evaluation of those risks continues to
be reviewed, along with the controls and mitigation
strategies.
Financial risks
·
Changes in interest rates
could directly impact the Group's cost of capital, and indirectly
may impact market stability.
· It may become more difficult to raise funding through equity,
debt or asset disposals, which may impact the Group's ability to
finance its activities and deliver growth.
Business risks
·
Returns may not be in line with our plans and
forecasts, for example because of an inappropriate investment
strategy, poor delivery of the strategy, or reduced capital
valuations or rental income.
· The Group depends on the performance of its third-party
service providers, including the Investment Advisor and Property
Managers, and poor delivery by these providers could impact on the
REIT's performance.
· A general economic downturn may have an impact on the
warehouse market, as current occupiers may struggle to cover
property costs, and potential occupiers may be less likely to move
or seek additional space or higher-quality buildings.
Operational risks
·
A substantial increase in bad debts, arrears or
slow payment could have a direct impact on cash flow and
profitability. It could also negatively impact average lease
lengths, void levels and costs, resulting in reducing portfolio
returns.
· Inappropriate acquisitions could also increase risk in
relation to portfolio returns, as properties may be harder to let,
may not generate appropriate revenues, or may require additional
costs to support.
Compliance risks
· Loss of REIT status, through failing to meet regulatory
requirements or the Listing Rules, could have a significant impact
on the Group's reputation and the financial returns for
investors.
·
Breaching the conditions of the Group's loan
funding could result in restrictions to funding and activities
going forward. In addition, the Board has approved and communicated
the Group's borrowing policy and breaching it may risk financial
and reputation damage.
Climate-related risks
· Climate change may have an increasing impact across the
business, including adverse weather events, increasing utility
costs, and the potential for property values to be
impacted.
Going concern
In preparing the financial
statements, we and the Company's Board are required to assess
whether the Group remains a going concern. During the year, the
Group generated total property income of £26.6 million and
operating profits of £18.7 million, showing that rents would have
to fall by approximately 30% before the business became
loss-making. This is considered highly unlikely given the high
occupational demand for warehouse assets, our strong relationships
with the broad range of occupiers across the portfolio, the level
of rent collection and the fact that the portfolio ERV exceeds the
year-end contracted rent roll by 16.3%.
At the same time, the Group has a
strong balance sheet, with substantial cash and headroom within its
facilities at the period end of £43.7 million. The Group's current
facility expires in June 2028, and at the date of this report has
interest rate caps on £250.0 million of debt.
We and the Company's Board have
also carefully reviewed the risk landscape and do not believe that
the risks facing the Group have materially increased. As a result,
we are confident that the Group remains a going concern.
Investment Manager
The Company is an alternative
investment fund for the purposes of the Alternative Investment Fund
Managers Directive ("AIFMD") and, as such, is required to have an
Investment Manager who is duly authorised to undertake that role.
G10 Capital Limited ("G10") is the Company's AIFM and Investment
Manager and is authorised and regulated by the Financial Conduct
Authority.
Investment Advisor
Tilstone Partners Limited is
Investment Advisor to the Company.
Simon Hope
Tilstone Partners
Limited
20 November 2024
DIRECTOR'S RESPONSIBILITY STATEMENT
The Directors confirm to the best
of our knowledge:
·
the condensed set of financial statements have
been prepared in accordance with IAS 34 'Interim Financial
Reporting', and give a true and fair view of the assets,
liabilities, financial position and profit of the Group, as
required by DTR 4.2.4R;
·
the interim management report
includes a fair review of the information required by DTR 4.2.7R
(indication of important events during the first six months and
description of principal risks and uncertainties for the remaining
six months of the financial year); and
·
the interim management report includes a fair
review of the information required by DTR 4.2.8R (disclosure of
related party transactions and changes therein).
The Directors of Warehouse REIT
plc are listed on the Company website
warehousereit.co.uk
By order of the Board.
Neil Kirton
Chairman
20 November 2024
SUPPLEMENTARY TABLES
Occupier base by sector at 30 September
2024
|
Contracted rent
%
|
Wholesale and trade
distribution
|
41.2
|
Food and general
manufacturing
|
28.0
|
Services and utilities
|
12.5
|
Transport and logistics
|
11.0
|
Construction
|
3.1
|
Technology, media and
telecoms
|
3.0
|
Other
|
1.2
|
|
100
|
The Group's rent roll is also well
diversified. The top 15 occupiers account for 31.0% of the
contracted rents from the investment portfolio, with the top 100
generating 74.4%.
Top 15 occupiers at 30 September 2024
|
Rent £m
|
% of total
rent
|
D&B
score
|
John Lewis plc
|
2.0
|
4.6
|
5A2
|
Wincanton Holdings
Limited
|
1.9
|
4.3
|
5A2
|
DFS Trading Limited
|
1.5
|
3.3
|
5A1
|
Direct Wines Limited
|
1.2
|
2.6
|
N2
|
Alliance Healthcare (Distribution)
Limited
|
0.9
|
2.2
|
5A2
|
Argos Limited
|
0.8
|
1.9
|
5A2
|
Magna Exteriors (Liverpool)
Limited
|
0.8
|
1.9
|
N-
|
International Automotive
Components Group Limited
|
0.8
|
1.9
|
4A4
|
Evtec Aluminium Limited
|
0.6
|
1.4
|
N4
|
Howden Joinery Properties
Limited
|
0.5
|
1.2
|
N3
|
A. Schulman Thermoplastic
Compounds Limited
|
0.5
|
1.1
|
4A2
|
Colormatrix Europe
Limited
|
0.5
|
1.1
|
5A2
|
Smyths Toys UK Limited
|
0.5
|
1.1
|
4A2
|
Magna Exteriors (Banbury)
Limited
|
0.5
|
1.1
|
C3
|
Selco Trade Centres
Limited
|
0.5
|
1.1
|
5A2
|
Total
|
13.5
|
31.0
|
|
This spread of occupiers across
industries and business sizes means the Group is not reliant on any
one occupier or industry. This increases the Group's resilience and
helps to mitigate both financial and leasing risks.
Contracted rent by occupier size
|
%
|
Top 15 occupiers
|
31.0
|
Occupiers 16 - 25
|
8.7
|
Occupiers 26 - 50
|
16.3
|
Occupiers 51 - 100
|
18.4
|
Others
|
25.6
|
|
100.0
|
EPC ratings, % Investment portfolio
|
30 September
2024
|
31 March
2024
|
A+
|
0.2
|
0.0
|
A
|
1.8
|
1.5
|
B
|
20.9
|
25.0
|
C
|
40.8
|
40.2
|
D
|
26.6
|
24.6
|
E and below
|
9.7
|
8.7
|
|
100.0
|
100.0
|
Results for the six months ended 30 September
2024
Condensed consolidated statement of comprehensive income
(unaudited)
For the six months ended 30
September 2024
|
Notes
|
Six months ended
30 September 2024
|
Six
months ended
30 September 2023
(Restated)
|
Continuing operations
|
|
£'000
|
£'000
|
Gross property income
|
3
|
25,063
|
23,291
|
Service charge income
|
3
|
1,579
|
1,728
|
Service charge expense
|
4
|
(1,856)
|
(1,844)
|
Net property income
|
|
24,786
|
23,175
|
Property operating
expenses
|
4
|
(2,213)
|
(2,031)
|
Gross profit
|
|
22,573
|
21,144
|
Administration expenses
|
4
|
(3,888)
|
(3,857)
|
Operating profit before gains on investment
properties
|
|
18,685
|
17,287
|
Profit on disposal of investment
properties
|
11
|
83
|
5,419
|
Fair value gain on revaluation of
investment properties
|
11
|
17,161
|
6,778
|
Operating profit
|
|
35,929
|
29,484
|
Finance income
|
5
|
4,197
|
5,471
|
Finance expenses
|
6
|
(15,019)
|
(12,986)
|
Profit before tax
|
|
25,107
|
21,969
|
Taxation
|
7
|
-
|
-
|
Total comprehensive income for the period
|
|
25,107
|
21,969
|
EPS (basic and diluted)
(pence)
|
10
|
5.9
|
5.2
|
The accompanying notes form an
integral part of these financial statements.
Condensed consolidated statement of financial position
(unaudited)
As at 30 September 2024
|
|
30
September
|
31
March
|
|
|
2024
|
2024
|
|
Notes
|
£'000
|
£'000
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Investment property
|
11
|
761,624
|
695,345
|
Trade and other
receivables
|
14
|
6,000
|
-
|
Interest rate
derivatives
|
15
|
4,466
|
5,485
|
|
|
766,090
|
700,830
|
Current assets
|
|
|
|
Investment property held for
sale
|
12
|
62,995
|
129,060
|
Cash and cash
equivalents
|
13
|
6,698
|
15,968
|
Trade and other
receivables
|
14
|
16,182
|
11,519
|
Interest rate
derivatives
|
15
|
1,084
|
1,756
|
|
|
86,959
|
158,303
|
Total assets
|
|
859,049
|
859,133
|
Liabilities
|
|
|
|
Non-current liabilities
|
|
|
|
Interest-bearing loans and
borrowings
|
16
|
(279,748)
|
(280,413)
|
Head lease liability
|
17
|
(13,425)
|
(14,235)
|
|
|
(293,173)
|
(294,648)
|
Current liabilities
|
|
|
|
Other payables and accrued
expenses
|
18
|
(9,849)
|
(20,658)
|
Deferred income
|
18
|
(7,996)
|
(7,251)
|
Head lease liability
|
17
|
(931)
|
(987)
|
|
|
(18,776)
|
(28,896)
|
Total liabilities
|
|
(311,949)
|
(323,544)
|
Net assets
|
|
547,100
|
535,589
|
Equity
|
|
|
|
Share capital
|
19
|
4,249
|
4,249
|
Share premium
|
|
275,648
|
275,648
|
Retained earnings
|
|
267,203
|
255,692
|
Total equity
|
|
547,100
|
535,589
|
Number of shares in issue
(thousands)
|
|
424,862
|
424,862
|
NAV per share (basic and diluted)
(pence)
|
20
|
128.8
|
126.1
|
The accompanying notes form an
integral part of these financial statements.
Condensed consolidated statement of changes in equity
(unaudited)
For the six months ended 30
September 2024
|
|
|
|
|
|
|
|
Share
|
Share
|
Retained
|
|
|
|
capital
|
premium
|
earnings
|
Total
|
|
Notes
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance at 1 April 2023
|
|
4,249
|
275,648
|
248,578
|
528,475
|
Total comprehensive
income
|
|
-
|
-
|
21,969
|
21,969
|
Dividends paid
|
9
|
-
|
-
|
(13,596)
|
(13,596)
|
Balance at 30 September
2023
|
|
4,249
|
275,648
|
256,951
|
536,848
|
Balance at 1 April 2024
|
|
4,249
|
275,648
|
255,692
|
535,589
|
Total comprehensive income
|
|
-
|
-
|
25,107
|
25,107
|
Dividends paid
|
9
|
-
|
-
|
(13,596)
|
(13,596)
|
Balance at 30 September 2024
|
|
4,249
|
275,648
|
267,203
|
547,100
|
The accompanying notes form an
integral part of these financial statements.
Condensed consolidated statement of cash flows
(unaudited)
For the six months ended 30
September 2024
|
Notes
|
Six months
ended
30
September
2024
£'000
|
Six
months ended
30 September
2023
£'000
|
Cash flows from operating activities
|
|
|
|
Operating profit
|
|
35,929
|
29,484
|
Adjustments to reconcile profit for the period to net cash
flows:
|
|
|
|
Profit from change in fair value
of investment properties
|
|
(17,161)
|
(6,778)
|
Realised profit on disposal of
investment properties
|
|
(83)
|
(5,419)
|
Head lease asset
depreciation
|
|
884
|
217
|
Operating cash flows before movements in working
capital
|
|
19,569
|
17,504
|
Increase in other receivables and
prepayments
|
|
(4,263)
|
(6,155)
|
Decrease in other payables and
accrued expenses
|
|
(661)
|
(2,596)
|
Net cash flows generated from operating
activities
|
|
14,645
|
8,753
|
Cash flows from investing activities
|
|
|
|
Acquisition of investment and
development properties
|
|
(52,370)
|
(5,560)
|
Capital expenditure
|
|
(2,031)
|
(3,710)
|
Development expenditure
|
|
(448)
|
(5,012)
|
Purchase of interest rate
caps
|
|
(2,752)
|
(2,181)
|
Interest received
|
|
4,231
|
3,188
|
Disposal of investment
properties
|
|
55,237
|
38,458
|
Net cash generated from investing
activities
|
|
1,867
|
25,183
|
Cash flows from financing activities
|
|
|
|
Bank loans drawn down
|
|
51,000
|
306,000
|
Bank loans repaid
|
|
(52,000)
|
(327,000)
|
Loan interest and other finance
expenses paid
|
|
(10,564)
|
(10,000)
|
Other finance expenses
paid
|
|
(4)
|
(99)
|
Loan issuance fees
|
|
(103)
|
(4,223)
|
Head lease payments
|
|
(515)
|
(529)
|
Dividends paid in the
period
|
|
(13,596)
|
(13,596)
|
Net cash flows used in financing activities
|
|
(25,782)
|
(49,447)
|
Net decrease in cash and cash equivalents
|
|
(9,270)
|
(15,511)
|
Cash and cash equivalents at the
start of the period
|
|
15,968
|
25,053
|
Cash and cash equivalents at the end of the
period
|
13
|
6,698
|
9,542
|
The accompanying notes form an
integral part of these financial statements.
Notes to the condensed consolidated financial statements
(unaudited)
For the six months ended 30
September 2024
1. General information
Warehouse REIT plc (the "Company")
is a closed-ended Real Estate Investment Trust ("REIT")
incorporated in England and Wales on 24 July 2017. The Company
began trading on 20 September 2017. The registered office of the
Company is 65 Gresham Street, London EC2V 7NQ. The Company is
admitted to trading on the Premium Listing Segment of the Main
Market, a market operated by the London Stock Exchange.
2. Basis of preparation
These interim condensed
consolidated unaudited financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting and
International Financial Reporting Standards ("IFRS") and
interpretations issued by the International Accounting Standards
Board ("IASB") as adopted by the United Kingdom.
These interim condensed
consolidated unaudited financial statements should be read in
conjunction with the Company's last financial statements for the
year ended 31 March 2024. These interim condensed consolidated
unaudited financial statements do not include all of the
information required for a complete set of annual financial
statements prepared in accordance with IFRS as adopted by the UK;
however, they have been prepared using the accounting policies
adopted in the audited financial statements for the year ended 31
March 2024 and selected explanatory notes have been included to
explain events and transactions that are significant in
understanding changes in the Company's financial position and
performance since the last financial statements.
The financial statements have been
prepared under the historical cost convention, except for
investment property and interest rate derivatives, which have been
measured at fair value. The interim financial statements are
presented in Pound Sterling and all values are rounded to the
nearest thousand pounds (£'000), except when otherwise
indicated.
The financial information
contained within these interim results does not constitute full
statutory accounts as defined in section 434 of the Companies Act
2006. The financial statements for the six months ended 30
September 2024 have not been either audited or reviewed by the
Company's Auditor. The information for the year ended 31 March 2024
has been extracted from the latest published Annual Report and
Financial Statements, which has been filed with the Registrar of
Companies. The Auditor reported on those accounts; its report was
unqualified and did not contain a statement under sections 498(2)
or (3) of the Companies Act 2006.
The Directors have made an
assessment of the Group's ability to continue as a going concern
and are satisfied that the Group has the resources to continue in
business for the foreseeable future, for a period of not less than
12 months from the date of this report. Furthermore, the Directors
are not aware of any material uncertainties that may cast
significant doubt upon the Group's ability to continue as a going
concern.
2.1 Changes to accounting
standards and interpretations
Other standards, interpretations
and amendments effective in the current financial year have not had
a material impact on the consolidated Group financial
statements.
The Group has not applied any
standards, interpretations or amendments that have been issued but
are not yet effective. The impact of the following is under
assessment:
·
IFRS 18 'Primary financial statements', which
will become effective in the consolidated Group financial
statements for the financial year ending 26 February 2028, subject
to UK endorsement.
2.2 Significant accounting
judgements and estimates
The preparation of these financial
statements in accordance with IAS 34 requires the Directors of the
Company to make judgements, estimates and assumptions that affect
the reported amounts recognised in the financial statements.
However, uncertainty about these assumptions and estimates could
result in outcomes that require a material adjustment to the
carrying amount of an asset or liability in the future.
Judgements
In the course of preparing the
financial statements, no judgements have been made in the process
of applying the Group's accounting policies, other than those
involving estimations, that have had a significant effect on the
amounts recognised in the financial statements.
Estimates
In the process of applying the
Group's accounting policies, management has made the following
estimate, which has the most significant risk of material change to
the carrying value of assets recognised in the consolidated
financial statements:
Valuation of
property
The valuations of the Group's
investment property are at fair value as determined by the external
valuer on the basis of market value in accordance with the
internationally accepted RICS Valuation - Professional Standards
2020 (incorporating the International Valuation Standards), in
accordance with IFRS 13. The key estimates made by the valuer are
the ERV and equivalent yields of each investment property and the
land values per acre for development properties. The valuers have
considered the impact of climate change and that this has not had a
material impact on the valuation at the current time. See notes 11
and 21 for further details.
2.3 Restatement of financial
statements
Following a review of the gross
service charge income recognised for the six months ended 30
September, it was noted that there was an inconsistency in the
methodology prescribed in the previous year's annual financial
statements. The comparative service charge income and expenditure
have been updated to reflect this, with no change to net property
income previously recognised.
In September 2024, the European
Public Real Estate Association's guidelines for the calculation of
EPRA earnings were updated to include the interest from financial
derivatives, effective from 1 October 2024 onwards. The Group has
early adopted the guidance to bring the calculation of EPRA
earnings in-line with the treatment of interest in the calculation
of adjusted earnings. The comparative has been restated to reflect
the change in guidance.
2.4 Summary of significant
accounting policies
The principal accounting policies
applied in the preparation of these financial statements are
consistent with those applied within the Company's Annual Report
and Financial Statements for the year ended 31 March
2024.
Basis of consolidation
The Company does not meet the
definition of an investment entity and, therefore, does not qualify
for the consolidation exemption under IFRS 10. The consolidated
financial statements comprise the financial statements of the Group
and its subsidiaries as at 30 September 2024. Subsidiaries are
consolidated from the date of acquisition, being the date on which
the Group obtained control, and will continue to be consolidated
until the date that such control ceases. An investor controls an
investee when the investor is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee. In
preparing these financial statements, intra‑Group balances,
transactions and unrealised gains or losses have been eliminated in
full. All subsidiaries have the same year-end as the Company.
Uniform accounting policies are adopted in the financial statements
for like transactions and events in similar
circumstances.
Functional and presentation currency
The objective of the Group is to
generate returns in Pound Sterling and the Group's performance is
evaluated in Pounds Sterling. Therefore, the Directors consider
Pound Sterling as the currency that most faithfully represents the
economic effects of the underlying transactions, events and
conditions and have, therefore, adopted it as the functional and
presentation currency.
Segmental reporting
The Directors are of the opinion
that the Group is engaged in a single segment of business, being
the investment in and provision of UK urban warehouses.
Derivative financial instruments
Derivative financial instruments,
comprising interest rate derivatives for mitigating interest rate
risks, are initially recognised at fair value, and are subsequently
measured at fair value, being the estimated amount that the Group
would receive or pay to terminate the agreement at the period-end
date, taking into account current interest rate expectations and
the current credit rating of the Group and its counterparties.
Premiums payable under such arrangements are initially capitalised
into the statement of financial position.
The Group uses valuation
techniques that are appropriate in the circumstances and for which
sufficient data is available to measure fair value, maximising the
use of relevant observable inputs and minimising the use of
unobservable inputs significant to the fair value measurement as a
whole. Changes in fair value of interest rate derivatives are
recognised within finance expenses in profit or loss in the period
in which they occur.
3. Property income
|
Six months
|
Six
months
|
|
ended
|
ended
|
|
30 September
2024
|
30
September
2023
(Restated)
|
|
£'000
|
£'000
|
Rental income
|
21,200
|
22,245
|
Surrender premium
|
380
|
-
|
Insurance recharged
|
766
|
854
|
Dilapidation income
|
2,717
|
192
|
Gross property income
|
25,063
|
23,291
|
Service charge income
|
1,579
|
1,728
|
Total property income
|
26,642
|
25,019
|
4. Property operating and administration
expenses
|
Six months
|
Six
months
|
|
ended
|
ended
|
|
30 September
2024
|
30
September 2023
(Restated)
|
|
£'000
|
£'000
|
Service charge expenses
|
1,856
|
1,844
|
Premises expenses
|
910
|
922
|
Insurance
|
830
|
829
|
Rates
|
364
|
70
|
Utilities
|
151
|
35
|
Loss allowance on trade
receivables
|
(42)
|
175
|
Property operating expenses
|
2,213
|
2,031
|
Investment Advisor's
fees
|
2,836
|
2,820
|
Head lease asset
depreciation
|
80
|
120
|
Directors' remuneration (including
social security costs)
|
87
|
86
|
Other administration
expenses
|
885
|
831
|
Administration expenses
|
3,888
|
3,857
|
Total
|
7,957
|
7,732
|
|
|
|
|
5. Finance income
|
Six months
|
Six
months
|
|
ended
|
ended
|
|
30 September
2024
|
30
September 2023
|
|
£'000
|
£'000
|
Interest receivable on
derivatives
|
4,066
|
3,697
|
Change in fair value of interest
rate derivatives
|
-
|
1,646
|
Income from cash and short-term
deposits
|
131
|
128
|
Total
|
4,197
|
5,471
|
|
|
|
|
6. Finance expenses
|
Six months
|
Six
months
|
|
ended
|
ended
|
|
30 September
2024
|
30
September 2023
|
|
£'000
|
£'000
|
Loan interest
|
10,213
|
10,857
|
Accelerated loan arrangement
fees
|
-
|
1,688
|
Change in fair value of interest
rate derivatives
|
4,443
|
-
|
Head lease interest
|
513
|
473
|
Loan arrangement fees
amortised
|
438
|
457
|
Other finance costs
|
-
|
99
|
Bank charges
|
10
|
3
|
|
15,617
|
13,577
|
Less: amounts capitalised on the
development of properties
|
(598)
|
(591)
|
Total
|
15,019
|
12,986
|
|
|
|
|
The interest capitalisation rate
for the six months ended 30 September 2024 was 4.0%.
7. Taxation
Corporation tax has arisen as
follows:
|
Six months
|
Six
months
|
|
ended
|
ended
|
|
30
September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Corporation tax on residual income
for current period
|
-
|
-
|
Total
|
-
|
-
|
Reconciliation of tax charge to
profit before tax:
|
Six months
|
Six
months
|
|
ended
|
ended
|
|
30
September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Profit before tax
|
25,107
|
21,969
|
Corporation tax at 25.0% (2023:
25.0%)
|
6,277
|
5,492
|
Change in value of investment
properties (including gain on disposal)
|
(4,311)
|
(3,049)
|
Change in value of interest rate
derivatives
|
1,111
|
(412)
|
Tax-exempt property rental
business
|
(3,077)
|
(2,031)
|
Total
|
-
|
-
|
8. Operating leases
Operating lease commitments
- as lessor
The Group has entered into
commercial property leases on its investment property portfolio.
These non-cancellable leases have a remaining term of up to 15
years.
Future minimum rentals receivable
under non-cancellable operating leases as at 30 September 2024 are
as follows:
|
30
September
|
31
March
|
|
2024
|
2024
|
|
£'000
|
£'000
|
Within one year
|
38,927
|
40,436
|
Between one and two
years
|
31,748
|
33,894
|
Between two and three
years
|
25,093
|
27,053
|
Between three and four
years
|
20,009
|
22,170
|
Between four and five
years
|
13,981
|
18,597
|
Between five and ten
years
|
18,562
|
35,956
|
More than ten years
|
8,903
|
7,925
|
Total
|
157,223
|
186,031
|
9. Dividends
|
|
|
|
Pence per
|
|
Six months ended 30 September 2024
|
share
|
£'000
|
Third interim dividend for year
ended 31 March 2024 paid on 2 April 2024
|
1.6
|
6,798
|
Fourth interim dividend for year
ended 31 March 2024 paid on 26 July 2024
|
1.6
|
6,798
|
|
|
|
Total dividends paid during the period
|
3.2
|
13,596
|
Paid as:
|
|
|
Property income
distributions
|
1.6
|
6,798
|
Non property income
distributions
|
1.6
|
6,798
|
Total
|
3.2
|
13,596
|
|
Pence
per
|
|
Six months ended 30 September
2023
|
share
|
£'000
|
Third interim dividend for year
ended 31 March 2023 paid on 3 April 2023
|
1.60
|
6,798
|
Fourth interim dividend for year
ended 31 March 2023 paid on 7 July 2023
|
1.60
|
6,798
|
|
|
|
|
|
|
Total dividends paid during the period
|
3.20
|
13,596
|
Paid as:
|
|
|
Property income
distributions
|
3.20
|
13,596
|
Total
|
3.20
|
13,596
|
As a REIT, the Company is required
to pay PIDs equal to at least 90% of the property rental business
profits of the Group.
The Company declared a first
interim dividend for the year ending 31 March 2025 of 1.60 pence
per share on 29 August 2024, which was paid on 4 October 2024. The
dividend was paid in full as a property income
distribution.
10. Earnings per share
Basic EPS is calculated by
dividing profit for the period attributable to ordinary
shareholders of the Company by the weighted average number of
ordinary shares during the period. As there are no dilutive
instruments in issue, basic and diluted EPS are
identical.
|
Six months
|
Six
months
|
|
ended
|
ended
|
|
30
September
|
30
September
|
|
2024
|
2023
(Restated)
|
|
£'000
|
£'000
|
IFRS earnings/(loss)
|
25,107
|
21,969
|
EPRA earnings
adjustments:
|
|
|
Gain on disposal of investment
properties
|
(83)
|
(5,419)
|
Fair value gains on investment
properties
|
(17,161)
|
(6,778)
|
Surrender premium
|
(380)
|
-
|
Changes in fair value of interest
rate derivatives
|
4,443
|
(1,646)
|
EPRA earnings
|
11,926
|
8,126
|
Surrender premium
|
380
|
-
|
Accelerated amortisation of loan
issue costs
|
-
|
1,688
|
Adjusted earnings
|
12,306
|
9,814
|
The adjusted earnings per share
reflects our ability to generate earnings from our
portfolio.
The Company has also included an
additional earnings measure called 'Adjusted Earnings' and
'Adjusted EPS'. Adjusted Earnings and Adjusted EPS is based on
EPRA's Best Practices Recommendations and includes premiums
received during the period in compensation for rental income
foregone for surrendering a lease early.
The Board deems this a more
relevant indicator of core earnings as it reflects our ability to
generate earnings from our portfolio.
|
Six months
|
Six
months
|
|
ended
|
ended
|
|
30
September
|
30
September
|
|
2024
|
2023
|
|
Pence
|
Pence
|
Basic IFRS EPS
|
5.9
|
5.2
|
Diluted IFRS EPS
|
5.9
|
5.2
|
EPRA EPS
|
2.8
|
1.9
|
Adjusted EPS
|
2.9
|
2.3
|
|
30
September
|
30
September
|
|
2024
|
2023
|
|
Number of
shares
|
Number
of shares
|
Weighted average number of shares
in issue (thousands)
|
424,862
|
424,862
|
Please see table 2 of the
supplementary notes for details on the calculation of adjusted
earnings.
11. UK investment property
|
Completed
|
Development
|
Total
|
|
investment
|
property
and
|
investment
|
|
property
|
land
|
property
|
|
£'000
|
£'000
|
£'000
|
Investment property valuation
brought forward as at 1 April 2024
|
675,497
|
5,663
|
681,160
|
Acquisition of
properties
|
41,099
|
-
|
41,099
|
Capital expenditure
|
2,057
|
1,046
|
3,103
|
Disposal of properties
|
(4,924)
|
-
|
(4,924)
|
Movement in rent
incentives
|
(25)
|
1
|
(24)
|
Fair value gains/(loss) on
revaluation of investment property
|
28,801
|
(1,805)
|
27,891
|
Total portfolio valuation per valuer's
report
|
742,505
|
5,800
|
748,305
|
Adjustment for head lease
obligations
|
13,319
|
-
|
13,319
|
Carrying value at 30 September 2024
|
755,824
|
5,800
|
761,624
|
|
Completed
|
Development
|
Total
|
|
investment
|
property
and
|
investment
|
|
property
|
land
|
property
|
|
£'000
|
£'000
|
£'000
|
Investment property valuation
brought forward as at 1 April 2023
|
752,485
|
75,660
|
828,145
|
Acquisition of
properties
|
-
|
-
|
-
|
Capital expenditure
|
3,327
|
8,191
|
11,518
|
Disposal of properties
|
(42,462)
|
(3,125)
|
(45,587)
|
Movement in rent
incentives
|
1,065
|
(3)
|
1,062
|
Fair value gains/(loss) on
revaluation of investment property
|
17,312
|
(2,230)
|
15,082
|
Total portfolio valuation per
valuer's report
|
731,727
|
78,493
|
810,220
|
Assets transferred to held for
sale
|
(56,230)
|
(72,830)
|
(129,060)
|
Adjustment for head lease
obligations
|
14,185
|
-
|
14,185
|
Carrying value at 31 March
2024
|
689,682
|
5,663
|
695,345
|
Realised loss on disposal of
investment property
|
30
September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Net proceeds from disposals of
investment property during the period
|
61,237
|
38,458
|
Carrying value of
disposals
|
(61,154)
|
(33,039)
|
Realised gain on disposal of investment
property
|
83
|
5,419
|
Fair value gain on
revaluation of investment property
|
30
September
|
|
2024
|
|
£'000
|
UK investment property
|
27,891
|
Investment properties held for
sale
|
(10,730)
|
Realised gain on disposal of investment
property
|
17,161
|
12. Investment properties held for sale
|
Completed
|
Development
|
Total
|
|
Investment
|
property
|
Investment
|
|
property
|
and land
|
property
|
|
£'000
|
£'000
|
£'000
|
Investment property held for
sale
|
|
|
|
Carrying value at 31 March
2024
|
56,230
|
72,830
|
129,060
|
Additions
|
-
|
895
|
895
|
Disposal of properties
|
(56,230)
|
-
|
(56,230)
|
Movement on assets held for
sale
|
-
|
(10,730)
|
(10,730)
|
Carrying value at 30 September 2024
|
-
|
62,995
|
62,995
|
13.
Cash and cash equivalents
|
30
September
|
31
March
|
|
2024
|
2024
|
|
£'000
|
£'000
|
Cash and cash
equivalents
|
6,698
|
9,905
|
Cash in transit
|
-
|
6,063
|
Total
|
6,698
|
15,968
|
14. Trade and other receivables
|
30
September
|
31
March
|
|
2024
|
2024
|
|
£'000
|
£'000
|
Rent and insurance
receivables
|
5,789
|
4,425
|
Deferred consideration
due
|
6,000
|
-
|
Payments in advance of property
completion
|
2,445
|
2,217
|
Interest receivable on
derivatives
|
1,738
|
1,770
|
Prepayments
|
1,216
|
266
|
Occupier deposits
|
457
|
643
|
Other receivables
|
4,537
|
2,198
|
Total
|
22,182
|
11,519
|
Current assets
|
16,182
|
11,519
|
Non-current assets
|
6,000
|
-
|
Balance at the end of the period
|
22,182
|
11,519
|
The rent and insurance receivables
balance represent gross receivables of £6.0 million (31 March 2024:
£4.7 million), net of a provision for doubtful debts of £0.2
million (31 March 2024: £0.3 million).
Deferred consideration due
includes consideration of £6,000,000 in relation to a property
disposal sold during the year ended 31 March 2025. The deferred
consideration is due in December 2026 and accrues interest from
December 2024 at an interest rate of 5.0% per annum. The
consideration is secured on a second ranking charge over the
asset.
15. Interest rate derivatives
|
30
September
|
31
March
|
|
2024
|
2024
|
|
£'000
|
£'000
|
At the start of the
period
|
7,241
|
7,387
|
Additional premiums paid and
accrued
|
-
|
3,849
|
Changes in fair value of interest
rate derivatives
|
(4,443)
|
(5,214)
|
Movement in interest rate
derivative premium payable
|
2,752
|
1,219
|
Balance at the end of the period
|
5,550
|
7,241
|
Current assets
|
1,084
|
1,756
|
Non-current assets
|
4,466
|
5,485
|
Balance at the end of the period
|
5,550
|
7,241
|
To mitigate the interest rate risk
that arises as a result of entering into variable rate linked
loans, the Group entered into interest rate derivatives ("caps")
against movements in SONIA. The caps have a combined notional value
of £250.0 million with £200.0 million at a strike rate of 1.50% and
the remaining £50 million at a strike rate of 2.00%. The £50.0
million cap has a termination date of 20 November 2026, £100.0
million has a termination date of 20 July 2025 and £100.0 million
has a termination date of 20 July 2027.
16. Interest-bearing loans and borrowings
|
30
September
|
31
March
|
|
2024
|
2024
|
|
£'000
|
£'000
|
At the beginning of the
period
|
284,000
|
306,000
|
Drawn in the period
|
51,000
|
323,000
|
Repaid in the period
|
(52,000)
|
(345,000)
|
Interest-bearing loans and borrowings
|
283,000
|
284,000
|
Unamortised fees at the beginning
of the period
|
(3,587)
|
(1,907)
|
Loan arrangement fees paid in the
period
|
(103)
|
(4,251)
|
Unamortised fees written off on
the year
|
-
|
1,688
|
Amortisation charge for the
period
|
438
|
883
|
Unamortised loan arrangement fees
|
(3,252)
|
(3,587)
|
Loan balance less unamortised loan arrangement
fees
|
279,748
|
280,413
|
On 2 June 2023, the Group entered
into a new £320.0 million facility, replacing the Group's previous
£320.0 million debt facility and extending the tenure from January
2025 to June 2028. It comprises a £220.0 million term loan (2023:
£182.0 million) and a £100.0 million RCF (2023: £138.0 million)
with a club of four lenders; HSBC, Bank of Ireland, NatWest and
Santander. The minimum interest cover is 1.5 times compared to 2.0
times under the previous facility and the maximum LTV has been
extended to 60% from 55%. Both the term loan and the RCF attract a
margin of 2.2% plus SONIA for an LTV below 40% or 2.5% if above.
The Group has £250.0 million of interest rate caps in place, £50.0
million has a termination date of 20 November 2026, £100.0 million
has a termination date of 20 July 2025 and £100.0 million has a
termination date of 20 July 2027 (see note 18). The facilities are
secured on all completed investment properties within the
portfolio.
As at 30 September 2024, there is
£37.0 million (31 March 2024: £36.0 million) available to
draw.
The debt facility includes
interest cover and market value covenants that are measured at a
Group level. The Group has complied with all covenants throughout
the financial period.
17. Head lease obligations
The following table analyses the
minimum lease payments under non-cancellable finance leases using
an average discount rate of 6.91%:
|
30
September
|
31
March
|
|
2024
|
2024
|
|
£'000
|
£'000
|
Current liabilities
|
|
|
Within one year
|
931
|
987
|
Non-current liabilities
|
|
|
After one year but not more than
two years
|
871
|
903
|
After two years but not more than
five years
|
2,289
|
2,374
|
After five years but not more than
ten years
|
2,930
|
3,035
|
Later than ten years
|
7,335
|
7,923
|
Non-current head lease
obligations
|
13,425
|
14,235
|
Total
|
14,356
|
15,222
|
18. Other liabilities - other payables and accrued expenses,
provisions and deferred income
|
30
September
|
31
March
|
|
2024
|
2024
|
|
£'000
|
£'000
|
Loan interest payable
|
3,811
|
4,161
|
Administration expenses
payable
|
1,801
|
1,763
|
Capital expenses
payable
|
2,120
|
1,743
|
Other expenses payable
|
508
|
1,958
|
Property operating expenses
payable
|
1,609
|
733
|
Deferred consideration
payable
|
-
|
10,300
|
Other payables and accrued expenses -
current
|
9,849
|
20,658
|
|
30
September
|
31
March
|
|
2024
|
2024
|
|
£'000
|
£'000
|
Deferred income
|
7,996
|
7,251
|
Deferred income
|
7,996
|
7,251
|
Deferred income is rental income
received in advance during the accounting period. The income is
deferred and is unwound to revenue on a straight-line basis over
the period in which it is earned.
19. Share capital
Share capital is the nominal
amount of the Company's ordinary shares in issue.
|
|
30
September
|
|
31
March
|
|
|
2024
|
|
2024
|
Ordinary shares of £0.01
each
|
Number
|
£'000
|
Number
|
£'000
|
Authorised, issued, and fully
paid:
|
|
|
|
|
At the start of the
period
|
424,861,650
|
4,249
|
424,861,650
|
4,249
|
Balance at the end of the period
|
424,861,250
|
4,249
|
424,861,650
|
4,249
|
The share capital comprises one
class of ordinary shares. At general meetings of the Company,
ordinary shareholders are entitled to one vote on a show of hands
and, on a poll, to one vote for every share held. There are no
restrictions on the size of a shareholding or the transfer of
shares, except for the UK REIT restrictions.
20. Net asset value per share
Basic NAV per share is calculated
by dividing net assets attributable to ordinary equity holders of
the Company in the statement of financial position by the number of
ordinary shares outstanding at the end of the period. As there are
no dilutive instruments in issue, basic and diluted NAV per share
are identical.
|
|
|
|
30 September
2024
|
31
March
2024
|
|
£'000
|
£'000
|
IFRS net assets attributable to
ordinary shareholders
|
547,100
|
535,589
|
IFRS net assets for calculation of
NAV
|
547,100
|
535,589
|
Adjustment to net
assets:
|
|
|
Fair value of interest rate
derivatives (see note 15)
|
(5,550)
|
(7,241)
|
EPRA NTA
|
541,550
|
528,348
|
|
30
September
|
31
March
|
|
2024
|
2024
|
|
£'000
|
£'000
|
IFRS basic and diluted NAV per share
(pence)
|
128.8
|
126.1
|
EPRA NTA per share (pence)
|
127.5
|
124.4
|
|
30
September
|
31
March
|
|
2024
|
2024
|
|
Number of
shares
|
Number
of shares
|
Number of shares in issue
(thousands)
|
424,862
|
424,862
|
21. Fair value
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 following methods and assumptions were
used to estimate the fair values.
The fair value of cash and
short-term deposits, trade receivables, trade payables and other
current liabilities approximate their carrying amounts due to the
short-term maturities of these instruments. Interest-bearing loans
and borrowings are disclosed at amortised cost. The carrying value
of the loans and borrowings approximate their fair value due to the
contractual terms and conditions of the loan. The loans are at
variable interest rates of between 2.2% and 2.5% above
SONIA.
Interest rate derivatives
The fair value of the interest
rate cap contracts is recorded in the statement of financial
position and is revalued quarterly by an independent valuations
specialist, Chatham Financial. The fair value is determined by
forming an expectation that interest rates will exceed strike rates
and discounting these future cash flows at the prevailing market
rates as at the year-end.
Investment properties
Six-monthly valuations of the
investment properties are performed by CBRE, an accredited
independent external valuer with recognised and relevant
professional qualifications and recent experience of the location
and category of the investment property being valued. The
valuations are the ultimate responsibility of the Directors, who
appraise these every six months.
The valuation of the Group's
investment property at fair value is determined by the external
valuer on the basis of market value in accordance with the
internationally accepted RICS Valuation - Professional Standards
January 2020 (incorporating the International Valuation
Standards).
Completed investment properties
are valued by adopting the 'income capitalisation' method of
valuation. This approach involves applying capitalisation yields to
current and future rental streams, net of income voids arising from
vacancies or rent-free periods and associated running costs. These
capitalisation yields and future rental values are based on
comparable property and leasing transactions in the market using
the valuer's professional judgement and market observations. Other
factors taken into account in the valuations include the tenure of
the property, tenancy details and ground and structural
conditions.
Development property and land has
been valued by adopting the 'comparable method' of valuation and,
where appropriate, supported by a 'residual development appraisal'.
The comparable method involves applying a sales rate per acre to
relevant sites supported by comparable land sales. Residual
development appraisals have been completed where there is
sufficient clarity regarding planning and an identified or
indicative scheme. In a similar manner to 'income capitalisation',
development inputs include the capitalisation of future rental
streams with an appropriate yield to ascertain a gross development
value. The costs associated with bringing a scheme to the market
are then deducted, including construction costs, professional fees,
finance and developer's profit, to provide a residual site
value.
The following tables show an
analysis of the fair values of investment properties recognised in
the statement of financial position by level of the fair value
hierarchy:
|
30 September
2024
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Assets and liabilities measured at fair
value
|
£'000
|
£'000
|
£'000
|
£'000
|
Investment properties and assets
held for sale
|
-
|
-
|
811,300
|
811,300
|
Interest rate
derivatives
|
|
5,550
|
-
|
5,550
|
Total
|
-
|
5,550
|
811,290
|
816,850
|
|
31
March 2024
|
|
Level
1
|
Level
2
|
Level
3
|
Total
|
Assets and liabilities measured at
fair value
|
£'000
|
£'000
|
£'000
|
£'000
|
Investment properties and assets
held for sale
|
-
|
-
|
810,220
|
810,220
|
Interest rate
derivatives
|
-
|
7,241
|
-
|
7,241
|
Total
|
-
|
7,241
|
810,220
|
817,461
|
Explanation of the fair value
hierarchy:
• Level 1 - quoted
prices (unadjusted) in active markets for identical assets or
liabilities that the entity can access at the measurement
date;
• Level 2 - use of a model
with inputs (other than quoted prices included in Level 1) that are
directly or indirectly observable market data; and
• Level 3 - use of a
model with inputs that are not based on observable market
data.
Sensitivity analysis to
significant changes in unobservable inputs within the valuation of
investment properties
The following table
analyses:
• the fair value
measurements at the end of the reporting period;
• a description of
the valuation techniques applied;
• the inputs used in
the fair value measurement, including the ranges of rent charged to
different units within the same building; and
• for Level 3 fair value
measurements, quantitative information about significant
unobservable inputs used in the fair value measurement.
30 September 2024
|
Fair value
£'000
|
Valuation
technique
|
Key
unobservable
inputs
|
Range
|
Completed investment property
|
748,305
|
Income
capitalisation
|
ERV
|
£2.62 per sq ft - £25.45 per
sq ft
|
|
|
|
Equivalent
yield
|
5.0% to
13.1%
|
Development property and land
|
62,995
|
Comparable method/
residual method
|
Sales rate per
acre
|
£195,000
-£734,000
|
|
811,300
|
|
|
|
31 March 2024
|
|
|
|
|
|
Fair
value
£'000
|
Valuation
technique
|
Key
unobservable inputs
|
Range
|
Completed investment
property
|
731,840
|
Income
capitalisation
|
ERV
|
£2.62
per sq ft-£12.71 per sq ft
|
|
|
|
Equivalent yield
|
5.2%-13.1%
|
Development property and
land
|
78,380
|
Comparable
method/
residual method
|
Sales
rate per acre
|
£195,000-£860,000
|
|
810,220
|
|
|
|
|
|
|
|
|
|
Significant increases/decreases in
the ERV (per sq ft per annum) and rental growth per annum in
isolation would result in a significantly higher/lower fair value
measurement. Significant increases/decreases in the long-term
vacancy rate and discount rate (and exit yield) in isolation would
result in a significantly higher/lower fair value
measurement.
Generally, a change in the
assumption made for the ERV (per sq ft per annum) is accompanied
by:
·
a similar change in the rent growth per annum and
discount rate (and exit yield); and
·
an opposite change in the long-term vacancy
rate.
Gains and losses recorded in
profit or loss for recurring fair value measurements categorised
within Level 3 of the fair value hierarchy amount to a gain of
£17,161,000 (six months to 30 September 2023: gain of £6,778,000)
and are presented in the condensed consolidated statement of
comprehensive income in line item 'fair value gains on investment
properties'.
All gains and losses recorded in
profit or loss for recurring fair value measurements categorised
within Level 3 of the fair value hierarchy are attributable to
changes in unrealised gains or losses relating to investment
property held at the end of the reporting period.
The carrying amount of the Group's
assets and liabilities is considered the same as their fair
value.
22. Related-party transactions
Directors
The Directors (all Non-Executive
Directors) of the Company and its subsidiaries are considered to be
the key management personnel of the Group. Directors' remuneration
for the period totalled £87,000 (six months to 30 September 2023:
£86,000) and as at 30 September 2024, a balance of £nil (31 March
2024: £nil) was outstanding. The Directors who served during the
period received £0.8 million in dividend payments (30 September
2023: £0.8 million).
Investment
Advisor
The Company is party to an
Investment Management Agreement with the Investment Manager,
pursuant to which the Investment Manager has appointed the
Investment Advisor to provide investment advisory services relating
to the respective assets on a day-to-day basis in accordance with
their respective investment objectives and policies, subject to the
overall supervision and direction by the Investment Manager and the
Board of Directors.
For its services to the Group, the
Investment Advisor receives an annual fee at the rate of 1.1% of
the NAV of the Company up to £500 million, then at a lower rate of
0.9% thereafter.
During the period, the Group
incurred £2,836,000 (30 September 2023: £2,820,000) in respect of
the Investment Advisor's fees. £1,415,000 (31 March 2024:
£1,429,000) was outstanding as at the period-end date.
Subsidiaries
As at 30 September 2024, the
Company owned directly or indirectly a 100% controlling stake in
Tilstone Holdings Limited, Tilstone Warehouse Holdco Limited,
Tilstone Industrial Warehouse Limited, Tilstone Retail Warehouse
Limited, Tilstone Industrial Limited, Tilstone Retail Limited,
Tilstone Trade Limited, Tilstone Basingstoke Limited, Tilstone
Glasgow Limited, Tilstone Radway Limited, Tilstone Liverpool
Limited, Warehouse 1234 Limited, Tilstone Oxford Limited and
Tilstone Tamworth Limited.
23. Ultimate controlling party
It is the view of the Directors
that there is no ultimate controlling party.
24. Post balance sheet events
A second interim dividend of 1.6
pence per share in respect of the year ended 31 March 2025 will be
paid full PID on 27 December 2024 to shareholders on the register
on 29 November 2024.
Post period end, the Group agreed
on the sale of £12.8 million of four properties, comprising of
Falcon Business Park, Burton on Trent, Crown Street, Carlise,
Festival Drive, Ebbw Value and Swift Valley Industrial Estate,
Rugby. The combined sales were agree 7.6% ahead of March and 3.8%
ahead of September valuations.
Supplementary notes
For the six months ended 30 September 2024
The Group is a member of the
European Public Real Estate Association ("EPRA"). EPRA has
developed and defined the following performance measures to give
transparency, comparability and relevance of financial reporting
across entities that may use different accounting standards. The
following measures are calculated in accordance with EPRA
guidance.
Table 1: EPRA performance measures summary
|
|
Six months
|
Six
months
|
|
|
ended
|
ended
|
|
|
30
September
|
30
September
(Restated)
|
|
Notes
|
2024
|
2023
|
EPRA EPS (pence)
|
Table
2
|
2.8
|
1.9
|
EPRA cost ratio (including direct
vacancy cost)
|
Table
6
|
26.7%
|
23.2%
|
EPRA cost ratio (excluding direct
vacancy cost)
|
Table
6
|
22.0%
|
22.2%
|
|
|
30
September
|
31
March
|
|
Notes
|
2024
|
2024
|
EPRA NDV per share (pence)
|
Table
3
|
128.8
|
126.1
|
EPRA NRV per share
(pence)
|
Table
3
|
140.5
|
137.3
|
EPRA NTA per share
(pence)
|
Table
3
|
127.5
|
124.4
|
EPRA NIY
|
Table
4
|
5.2%
|
5.4%
|
EPRA 'topped-up' net initial
yield
|
Table
4
|
5.3%
|
5.6%
|
EPRA vacancy rate
|
Table
5
|
5.2%
|
3.6%
|
EPRA LTV
|
Table
10
|
31.8%
|
34.2%
|
Table 2: EPRA income statement and earnings performance
measures
|
Six months
|
Six
months
|
|
ended
|
ended
|
|
30
September
|
30
September
|
|
2024
|
2023
(Restated)
|
|
£'000
|
£'000
|
Total property income
|
26,642
|
25,019
|
Less: service charge
income
|
(1,579)
|
(1,728)
|
Less: dilapidation
income
|
(2,717)
|
(192)
|
Less: insurance
recharged
|
(766)
|
(854)
|
Rental income
|
21,580
|
22,245
|
Property operating
expenses
|
(2,213)
|
(2,031)
|
Service charge expenses
|
(1,856)
|
(1,844)
|
Add back: service charge
income
|
1,579
|
1,728
|
Add back: dilapidation
income
|
2,717
|
192
|
Add back: insurance
recharged
|
766
|
854
|
Adjusted gross profit
|
22,573
|
21,144
|
Administration expenses
|
(3,888)
|
(3,857)
|
Adjusted operating profit before interest and
tax
|
18,685
|
17,287
|
Finance income
|
4,197
|
5,471
|
Finance expenses
|
(15,019)
|
(12,986)
|
Add back: accelerated amortisation
of loan issue costs
|
-
|
1,688
|
Less change in fair value of
interest rate derivatives
|
4,443
|
(1,646)
|
Adjusted profit before tax
|
12,306
|
9,814
|
Tax on adjusted profit
|
-
|
-
|
Adjusted earnings
|
12,306
|
9,814
|
Less: surrender premium
received
|
(380)
|
-
|
Less: accelerated amortisation of
loan issue costs
|
-
|
(1,688)
|
EPRA earnings
|
11,926
|
8,126
|
|
|
|
Weighted average number of shares
in issue (thousands)
|
424,862
|
424,862
|
Adjusted EPS (pence)
|
2.9
|
2.3
|
Weighted average number of shares
in issue (thousands)
|
424,862
|
424,862
|
EPRA EPS (pence)
|
2.8
|
1.9
|
|
|
|
The adjusted earnings per share
reflects our ability to generate earnings from our
portfolio.
In September 2024, the European
Public Real Estate Association's guidelines for the calculation of
EPRA earnings were updated to include the interest from financial
derivatives, effective from 1 October 2024 onwards, the comparative
has been restated to reflect the change in guidance in-line with
the calculation of adjusted earnings.
The Group has also included
additional earnings measures called 'Adjusted Earnings' and
'Adjusted EPS' and includes premiums received during the period in
compensation for rental income foregone for surrendering a lease
early.
The Board deems this a more
relevant indicator of core earnings as it reflects our ability to
generate earnings from our portfolio.
Table 3: EPRA balance sheet and net asset value performance
measures
EPRA publishes Best Practices
Recommendations ("BPR") for financial disclosures by public real
estate companies. EPRA net disposal value ("NDV"), EPRA net
reinvestment value ("NRV") and EPRA net tangible assets
("NTA").
EPRA NTA is considered to be the
most relevant measure for Warehouse REIT's operating activities. A
reconciliation of the three EPRA NAV metrics from IFRS NAV is shown
in the table below.
|
EPRA NDV
|
EPRA
NRV
|
EPRA
NTA
|
|
As at 30 September 2024
|
£'000
|
£'000
|
£'000
|
|
Total
properties1
|
811,300
|
811,300
|
811,300
|
|
Net
borrowings2
|
(276,302)
|
(276,302)
|
(276,302)
|
|
Other net liabilities
|
12,102
|
12,102
|
12,102
|
|
IFRS NAV
|
547,100
|
547,100
|
547,100
|
|
Exclude: fair value of interest
rate derivatives
|
-
|
(5,550)
|
(5,550)
|
|
Include: real estate transfer
tax3
|
-
|
55,168
|
-
|
|
NAV used in per share calculations
|
547,100
|
556,718
|
541,550
|
|
Number of shares in issue
(thousands)
|
424,862
|
424,862
|
424,862
|
|
NAV per share (pence)
|
128.8
|
140.5
|
127.5
|
|
|
EPRA
NDV
|
EPRA
NRV
|
EPRA
NTA
|
As at 31 March 2024
|
£'000
|
£'000
|
£'000
|
Total
properties1
|
810,220
|
810,220
|
810,220
|
Net
borrowings2
|
(268,032)
|
(268,032)
|
(268,032)
|
Other net liabilities
|
(6,599)
|
(6,599)
|
(6,599)
|
IFRS NAV
|
535,589
|
535,589
|
535,589
|
Exclude: fair value of interest
rate derivatives
|
-
|
(7,241)
|
(7,241)
|
Include: real estate transfer
tax3
|
-
|
55,095
|
-
|
NAV used in per share calculations
|
535,589
|
583,443
|
528,348
|
Number of shares in issue
(thousands)
|
424,862
|
424,862
|
424,862
|
NAV per share (pence)
|
126.1
|
137.3
|
124.4
|
1. Professional
valuation of investment property.
2. Comprising
interest-bearing loans and borrowings (excluding unamortised loan
arrangement fees) of £283,000,000 (31 March 2024: £284,000,000) net
of cash of £6,698,000 (31 March 2024:
£15,968,000).
3. EPRA NTA and EPRA
NDV reflect IFRS values that are net of real estate transfer tax.
Real estate transfer tax is added back when calculating EPRA NRV.
EPRA NDV details the full extent
of liabilities and resulting shareholder value if Company assets
are sold and/or if liabilities are not held until maturity.
Deferred tax and financial instruments are calculated as to the
full extent of their liability, including tax exposure not
reflected in the statement of financial position, net of any
resulting tax.
EPRA NTA assumes entities buy and
sell assets, thereby crystallising certain levels of deferred tax
liability.
EPRA NRV highlights the value of
net assets on a long-term basis and reflects what would be needed
to recreate the Company through the investment markets based on its
current capital and financing structure. Assets and liabilities
that are not expected to crystallise in normal circumstances, such
as the fair value movements on financial derivatives and deferred
taxes on property valuation surpluses, are excluded. Costs such as
purchasers' costs are included.
Table 4: EPRA net initial yield
|
30
September
|
31
March
|
|
2024
|
2024
|
|
£'000
|
£'000
|
Total properties per external
valuer's report
|
811,300
|
810,220
|
Less development property and
land
|
(68,795)
|
(78,493)
|
Net valuation of completed properties
|
742,505
|
731,727
|
Add estimated purchasers'
costs1
|
50,490
|
49,757
|
Gross valuation of completed properties including estimated
purchasers' costs (A)
|
792,995
|
781,484
|
Gross passing rents2
(annualised)
|
42,064
|
42,920
|
Less irrecoverable property
costs2
|
(1,132)
|
(613)
|
Net annualised rents (B)
|
40,932
|
42,307
|
Add notional rent on expiry of
rent-free periods or other lease incentives3
|
1,491
|
1,654
|
'Topped-up' net annualised rents (C)
|
42,423
|
43,961
|
|
|
|
EPRA NIY (B/A)
|
5.2%
|
5.4%
|
EPRA 'topped-up' net initial yield (C/A)
|
5.3%
|
5.6%
|
1. Estimated
purchasers' costs at 6.8%.
2. Gross passing rents
and irrecoverable property costs assessed as at the balance sheet
date for completed investment properties excluding development
property and land.
3. Adjustment for
unexpired lease incentives such as rent-free periods, discounted
rent period and step rents. The adjustment includes the annualised
cash rent that will apply at the expiry of the lease incentive.
Rent-frees expire over a weighted average period of three
months.
EPRA NIY represents annualised
rental income based on the cash rents passing at the balance sheet
date, less non-recoverable property operating expenses, divided by
the market value of the property, increased with (estimated)
purchasers' costs. It is a comparable measure for portfolio
valuations designed to make it easier for investors to judge
themselves how the valuation of portfolio X compares with portfolio
Y.
EPRA 'topped-up' NIY incorporates
an adjustment to the EPRA NIY in respect of the expiration of
rent-free periods (or other unexpired lease incentives such as
discounted rent periods and step rents).
NIY as stated in the Investment
Advisor's report calculates net initial yield on topped-up
annualised rents but does not deduct non-irrecoverable property
costs.
Table 5: EPRA vacancy rate
|
30
September
|
31
March
|
|
2024
|
2024
|
|
£'000
|
£'000
|
Annualised ERV of vacant premises
(D)
|
2,791
|
1,907
|
Annualised ERV for the investment
portfolio (E)
|
53,442
|
53,488
|
EPRA vacancy rate (D/E)
|
5.2%
|
3.6%
|
EPRA vacancy rate represents ERV
of vacant space divided by ERV of the completed investment
portfolio, excluding development property and land. It is a pure
measure of investment property space that is vacant, based on
ERV.
Table 6: Total cost ratio/EPRA cost ratio
|
Six months
|
Six
months
|
|
ended
|
ended
|
|
30
September
|
30
September
|
|
2024
|
2023
(Restated)
|
|
£'000
|
£'000
|
Property operating
expenses
|
2,213
|
2,031
|
Service charge expenses
|
1,856
|
1,844
|
Add back: service charge
income
|
(1,579)
|
(1,728)
|
Add back insurance
recharged
|
(766)
|
(854)
|
Net property operating
expenses
|
1,724
|
1,293
|
Administration expenses
|
3,888
|
3,857
|
Less ground
rents1
|
(80)
|
(120)
|
Total cost including direct vacancy cost
(F)
|
5,532
|
5,030
|
Direct vacancy cost
|
(974)
|
(219)
|
Total cost excluding direct vacancy cost
(G)
|
4,558
|
4,811
|
|
|
|
Rental income
|
21,200
|
22,245
|
Surrender premium
|
380
|
-
|
Less ground rents paid
|
(515)
|
(529)
|
Gross rental income (H)
|
21,065
|
21,716
|
Less direct vacancy
cost
|
(974)
|
(219)
|
Net rental income
|
20,091
|
21,497
|
|
|
|
Total cost ratio including direct vacancy cost
(F/H)
|
26.3%
|
23.2%
|
Total cost ratio excluding direct vacancy cost
(G/H)
|
21.6%
|
22.2%
|
|
Six months
|
Six
months
|
|
ended
|
ended
|
|
30
September
|
30
September
|
|
2024
|
2023
|
|
£'000
|
£'000
|
Rental income
|
21,200
|
22,245
|
Less ground rents paid
|
(515)
|
(529)
|
Gross rental income (I)
|
20,685
|
21,716
|
|
|
|
EPRA cost ratio including direct vacancy cost
(F/I)
|
26.7%
|
23.2%
|
EPRA cost ratio excluding direct vacancy cost
(G/I)
|
22.0%
|
22.2%
|
1. Ground
rent expenses included within administration expenses such as
depreciation of head lease assets.
EPRA cost ratios represent
administrative and operating costs (including and excluding costs
of direct vacancy) divided by gross rental income. They are a key
measure to enable meaningful measurement of the changes in the
Group's operating costs.
It is the Group's policy not to
capitalise overheads or operating expenses and no such costs were
capitalised in either the six months ended 30 September 2024 or six
months to 30 September 2023.
Table 7: Lease data
|
|
|
|
|
Head rents
|
|
|
Year 1
|
Year
2
|
Years 3 to
10
|
Year 10+
|
payable
|
Total
|
As at 30 September 2024
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Passing rent of leases expiring
in:
|
7,241
|
5,375
|
28,633
|
2,118
|
(1,141)
|
42,226
|
ERV of leases expiring
in:
|
12,126
|
6,601
|
33,561
|
2,509
|
(1,141)
|
53,656
|
Passing rent subject to review
in:
|
14,042
|
7,631
|
21,149
|
545
|
(1,141)
|
42,226
|
ERV subject to review
in:
|
20,635
|
9,039
|
24,437
|
686
|
(1,141)
|
53,656
|
|
|
|
|
|
|
|
|
WAULT to expiry is 4.7 years and
to break is 3.6 years.
|
|
|
|
|
Head
rents
|
|
|
Year
1
|
Year 2
|
Years 3 to 10
|
Year
10+
|
payable
|
Total
|
As at 31 March 2024
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Passing rent of leases expiring
in:
|
7,583
|
5,642
|
28,759
|
2,282
|
(1,209)
|
43,057
|
ERV of leases expiring
in:
|
11,525
|
6,712
|
34,103
|
2,571
|
(1,209)
|
53,702
|
Passing rent subject to review
in:
|
16,208
|
8,313
|
19,744
|
1
|
(1,209)
|
43,057
|
ERV subject to review
in:
|
22,714
|
9,583
|
22,613
|
1
|
(1,209)
|
53,702
|
|
|
|
|
|
|
|
|
|
|
WAULT to expiry is 5.0 years and
to break is 4.1 years.
Table 8: Capital expenditure
|
Six months
|
Year
|
|
ended
|
ended
|
|
30
September
|
31
March
|
|
2024
|
2024
|
|
£'000
|
£'000
|
Acquisitions1
|
41,994
|
-
|
Development
spend2
|
1,046
|
8,191
|
Completed investment
properties:3
|
-
|
-
|
No incremental lettable space -
like-for-like portfolio
|
2,057
|
3,327
|
No incremental lettable space -
other
|
-
|
-
|
Occupier incentives
|
-
|
-
|
Total capital expenditure
|
45,097
|
11,518
|
Conversion from accruals to cash
basis
|
9,752
|
653
|
Total capital expenditure on a cash basis
|
54,849
|
12,171
|
1. Acquisitions include
£nil completed investment property and £nil development property
and land (31 March 2024: £nil and £nil
respectively).
2. Expenditure on
development property and land.
3. Expenditure on
completed investment properties.
Table 9: Like-for-like rental income
|
Fair value as at
30 September
2024
£'000
|
Six months ended 30
September
2024
£'000
|
Six months ended
30
September
2023
£'000
|
£ Change
£'000
|
% Change
|
Like-for-like rental income
|
700,205
|
19,267
|
19,074
|
193
|
1.0%
|
Other adjustments
|
-
|
882
|
247
|
635
|
|
Adjusted like-for-like rental
income
|
700,205
|
20,149
|
19,321
|
828
|
4.3%
|
Development lettings
|
68,795
|
79
|
112
|
(33)
|
|
Properties acquired
|
42,300
|
537
|
-
|
537
|
|
Properties sold
|
-
|
815
|
2,812
|
(1,997)
|
|
Rental income
|
811,300
|
21,580
|
22,245
|
(665)
|
|
Dilapidation income
|
-
|
2,717
|
192
|
2,525
|
|
Insurance recharge
|
-
|
766
|
854
|
(88)
|
|
Service charge income
|
-
|
1,579
|
1,728
|
(149)
|
|
Total property income
|
811,300
|
26,642
|
25,019
|
1,623
|
|
Table 10: Loan to value ("LTV") ratio and EPRA
LTV
Gross debt less cash, short-term
deposits and liquid investments, divided by the aggregate value of
properties and investments. The Group has also opted to present the
EPRA loan to value, which is defined as net debt divided by total
property market value.
|
|
As at
30 September
2024
|
As
at
31 March
2024
|
|
|
£'000
|
£'000
|
Interest-bearing loans and
borrowings
|
|
283,000
|
284,000
|
Cash
|
|
(6,698)
|
(15,968)
|
Net borrowings (A)
|
|
276,302
|
268,032
|
Total portfolio valuation per
valuer's report (B)
|
|
811,300
|
810,220
|
LTV ratio (A/B)
|
|
34.1%
|
33.1%
|
EPRA LTV
|
|
As at
30 September
2024
|
As
at
31 March
2024
|
|
|
£'000
|
£'000
|
Interest-bearing loans and
borrowings
|
|
283,000
|
284,000
|
Net payables
|
|
(12,333)
|
16,646
|
Cash
|
|
(6,698)
|
(15,968)
|
Net borrowings (A)
|
|
263,969
|
284,678
|
Investment properties at fair
value
|
|
811,300
|
810,220
|
Interest rate
derivatives
|
|
5,550
|
7,241
|
Head lease obligation
|
13,319
|
|
14,185
|
Total property value (B)
|
|
830,169
|
831,646
|
EPRA LTV (A/B)
|
|
31.8%
|
34.2%
|
Table 11: Total accounting return
The movement in EPRA NTA over a
period plus dividends paid in the period, expressed as a percentage
of the EPRA NTA at the start of the period.
|
|
Six months
ended
30 September
2024
|
Year
ended
31 March
2024
|
|
|
Pence per
share
|
Pence per
share
|
Opening EPRA NTA (A)
|
|
124.4
|
122.6
|
Movement (B)
|
|
3.1
|
1.8
|
Closing EPRA NTA
|
|
127.5
|
124.4
|
Dividends per share (C)
|
|
3.2
|
6.4
|
Total accounting return (B+C)/A
|
|
5.1%
|
6.7%
|
Table 12: Ongoing charges ratio
Ongoing charges ratio represents
the costs of running the REIT as a percentage of NAV as prescribed
by the Association of Investment Companies.
|
Six months
ended
30
September
2024
|
Six
months ended
30
September
2023
|
|
£'000
|
£'000
|
Administration expenses
|
3,888
|
3,856
|
Less: head lease asset
depreciation
|
(80)
|
(120)
|
Ongoing charges
|
3,808
|
3,736
|
Annualised ongoing charges (A)
|
7,616
|
7,472
|
Opening NAV as at 1
April
|
535,589
|
528,475
|
NAV as at 30 September
|
547,100
|
536,848
|
Average undiluted NAV during the period (B)
|
541,345
|
532,662
|
Ongoing charges ratio (A/B)
|
1.4%
|
1.4%
|
GLOSSARY
Adjusted earnings per share ("Adjusted
EPS")
EPRA EPS adjusted to exclude
one-off costs, divided by the weighted average number of shares in
issue during the year, which ultimately underpins our dividend
payments
Admission
The admission of Warehouse REIT
plc onto the premium segment of the London Stock Exchange on 12
July 2022
AGM
Annual General Meeting
AIC
The Association of Investment
Companies
AIFM
Alternative Investment Fund
Manager
AIFMD
The Alternative Investment Fund
Managers Regulations 2013 (as amended by The Alternative Investment
Fund Managers (Amendment etc.) (EU Exit) Regulations 2019) and the
Investment Funds
Sourcebook forming part of the FCA
Handbook
AIM
A market operated by the London
Stock Exchange
APM
An Alternative Performance Measure
is a numerical measure of the Company's current, historical or
future financial performance, financial position or cash flows,
other than a financial measure defined or specified in the
applicable financial framework. In selecting these APMs, the
Directors considered the key objectives and expectations of typical
investors
BREEAM
BREEAM (Building Research
Establishment Environmental Assessment Method) is a certification
which assesses the sustainability credentials of buildings against
a range of social and environmental criteria
Company
Warehouse REIT plc
Contracted rent
Gross annual rental income
currently receivable on a property plus rent contracted from expiry
of rent-free periods and uplifts agreed at the balance sheet date
less any ground rents payable under head leases
Development property and land
Whole or a material part of an
estate identified as having potential for development. Such assets
are classified as development property and land until development
is completed and they have the potential to be fully
income-generating
Effective occupancy
Total open market rental value of
the units leased divided by total open market rental value
excluding assets under development, units undergoing refurbishment
and units under offer to let
EPC
Energy Performance Certificates
provide information about a property's energy use including an
energy efficiency rating from A (most efficient) to G (lease
efficient) and is valid for ten years.
EPRA
The European Public Real Estate
Association, the industry body for European REITs
EPRA cost ratio
The sum of property expenses and
administration expenses as a percentage of gross rental income less
ground rents, calculated both including and excluding direct
vacancy cost
EPRA earnings
IFRS profit after tax excluding
movements relating to changes in fair value of investment
properties, gains/losses on property disposals, changes in fair
value of financial instruments and the related tax
effects
EPRA earnings per share ("EPRA EPS")
A measure of EPS on EPRA earnings
designed to present underlying earnings from core operating
activities based on the weighted average number of shares in issue
during the year
EPRA guidelines
The EPRA Best Practices
Recommendations Guidelines October 2019
EPRA like-for-like rental income growth
The growth in rental income on
properties owned throughout the current and previous year under
review. This growth rate includes revenue recognition and lease
accounting adjustments but excludes development property and land
in either year and properties acquired or disposed of in either
year
EPRA NDV / EPRA NRV / EPRA NTA per share
The EPRA net asset value measures
figures divided by the number of shares outstanding at the balance
sheet date
EPRA net disposal value ("EPRA NDV")
The net asset value measure
detailing the full extent of liabilities and resulting shareholder
value if Company assets are sold and/or if liabilities are not held
until maturity. Deferred tax and financial instruments are
calculated as to the full extent of their liability, including tax
exposure not reflected in the statement of financial position, net
of any resulting tax
EPRA net initial yield ("EPRA NIY")
The annualised passing rent
generated by the portfolio, less estimated non-recoverable property
operating expenses, expressed as a percentage of the portfolio
valuation (adding notional purchasers' costs), excluding
development property and land
EPRA net reinstatement value ("EPRA NRV")
The net asset value measure to
highlight the value of net assets on a long-term basis and reflect
what would be needed to recreate the Company through the investment
markets based on its current capital and financing structure.
Assets and liabilities that are not expected to crystallise in
normal circumstances, such as the fair value movements on financial
derivatives and deferred taxes on property valuation surpluses, are
excluded. Costs such as real estate transfer taxes are
included
EPRA net tangible assets ("EPRA NTA")
The net asset value measure
assuming entities buy and sell assets, thereby crystallising
certain levels of deferred tax liability
EPRA 'topped-up' net initial yield
The annualised passing rent
generated by the portfolio, topped up for contracted uplifts, less
estimated non-recoverable property operating expenses, expressed as
a percentage of the portfolio valuation (adding notional
purchasers' costs), excluding development property and
land
EPRA vacancy rate
Total open market rental value of
vacant units divided by total open market rental value of the
portfolio excluding development property and land
EPS
Earnings per share
Equivalent yield
The weighted average rental income
return expressed as a percentage of the investment property
valuation, plus purchasers' costs, excluding development property
and land
ERV
The estimated annual open market
rental value of lettable space as assessed by the external
valuer
FCA
Financial Conduct
Authority
GAV
Gross asset value
Group
Warehouse REIT plc and its
subsidiaries
IASB
International Accounting Standards
Board
IFRS
International Financial Reporting
Standards
IFRS earnings per share ("EPS")
IFRS earnings after tax for the
year divided by the weighted average number of shares in issue
during the year
IFRS NAV per share
IFRS net asset value divided by
the number of shares outstanding at the balance sheet
date
Interest cover
Adjusted operating profit before
gains on investment properties, interest (net of interest received)
and tax, divided by the underlying net interest expense
Investment portfolio
Completed buildings and excluding
development property and land
IPO
Initial public offering
Like-for-like rental income growth
The increase in contracted rent of
properties owned throughout the period under review, expressed as a
percentage of the contracted rent at the start of the period,
excluding development property and land and units undergoing
refurbishment
Like-for-like valuation increase
The increase in the valuation of
properties owned throughout the period under review, expressed as a
percentage of the valuation at the start of the period, net of
capital expenditure
Loan to value ratio ("LTV")
Gross debt less cash, short-term
deposits and liquid investments, divided by the aggregate value of
properties and investments
Main Market
The Premium Segment of the London
Stock Exchange's Main Market
MEES
The Minimum Energy Efficiency
Standards are regulations requiring a minimum energy efficiency
standard to be met (or have valid exemptions registered) before
properties in England and Wales can be let. Currently the minimum
is an EPC E rating.
NAV
Net asset value
Net initial yield ("NIY")
Contracted rent at the balance
sheet date, expressed as a percentage of the investment property
valuation, plus purchasers' costs, excluding development property
and land
Net rental income
Gross annual rental income
receivable after deduction of ground rents and other net property
outgoings including void costs and net service charge
expenses
Net reversionary yield ("NRY")
The anticipated yield to which the
net initial yield will rise (or fall) once the rent reaches the
ERV
Occupancy
Total open market rental value of
the units leased divided by total open market rental value
excluding development property and land, equivalent to one minus
the EPRA vacancy rate
Ongoing charges ratio
Ongoing charges ratio represents
the costs of running the REIT as a percentage of NAV as prescribed
by the Association of Investment Companies
Passing rent
Gross annual rental income
currently receivable on a property as at the balance sheet date
less any ground rents payable under head leases
Property income distribution ("PID")
Profits distributed to
shareholders that are subject to tax in the hands of the
shareholders as property income. PIDs are usually paid net of
withholding tax (except for certain types of tax-exempt
shareholders). REITs also pay out normal dividends called
non-PIDs
Reversion
Estimated rental uplift to market
levels on contracted rent.
RCF
Revolving credit
facility
Real Estate Investment Trust ("REIT")
A listed property company that
qualifies for, and has elected into, a tax regime that is exempt
from corporation tax on profits from property rental income and UK
capital gains on the sale of investment properties
RPI
Retail price index
SONIA
Sterling Overnight Index
Average
Total accounting return
The movement in EPRA NTA over a
period plus dividends paid in the period, expressed as a percentage
of the EPRA NTA at the start of the period
Total cost ratio
EPRA cost ratio excluding one-off
costs calculated both including and excluding vacant property
costs
Weighted average unexpired lease term
("WAULT")
Average unexpired lease term to
first break or expiry weighted by gross contracted rent (excluding
ground rents payable under head leases) across the portfolio,
excluding development property and land
The full Half-yearly Report can be
accessed via the Company's website at warehousereit.co.uk.
Neither the contents of Warehouse
REIT plc's website, nor the contents of any website accessible from
hyperlinks on the website (or any website) is incorporated into, or
forms part of this announcement.