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Audited Condensed Financial Results for year ended 31 March 2013 and payment of dividend and interest distribution
ANNUITY PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2011/145994/06)
Share code: ANP ISIN: ZAE000165643
("Annuity" or "the Company")
Audited Condensed Financial Results for the year ended 31 March 2013 and
payment of dividend and interest distribution
HIGHLIGHTS
- Successful JSE listing on 4 May 2012
- Strong portfolio growth - 148% increase in portfolio size of R1,4 billion
- Full year distribution of 40.91 cents per linked unit - 1.1% up on forecast
- R961 million of equity raised
- Performance underpinned by strong property fundamentals - 1.2% vacancies at year-end
1. Introduction
Annuity listed on the Real Estate Real Estate Holdings and Development sector of the Johannesburg Stock Exchange ("JSE") on 4 May 2012. The
Company's property portfolio at 31 March 2013 consisted of ten properties, diversified between the retail and commercial sectors. The Company is a variable
loan stock company and distributes all its distributable earnings, as calculated in terms of its debenture trust deed, to its linked unit holders on an annual
basis.
2. Results
The following table reflects the financial results for the year ended 31 March 2013 compared to the corresponding previous financial year.
Condensed statement of comprehensive income
for the year ended 31 March 2013
31 March 2013 31 March 2012
R R
Revenue
Property portfolio 88 927 644 415 418
Contractual rental income 69 909 932 301 631
Straight-line rental income accrual 19 017 712 113 787
Recoveries and other property income 19 734 723 76 375
Total revenue 108 662 367 491 793
Property expenses (25 429 963) (90 216)
Administration and corporate costs (5 882 092) (105 642)
Net operating profit 77 350 312 295 935
Investment and other income 13 408 617 226 646
Gains on bargain purchases 31 623 832 8 000 000
Property acquisition costs (17 069 572) (1 571 455)
Changes in fair values 32 053 060 (113 787)
Net profit before finance charges and taxation 137 366 249 6 837 339
Finance costs (18 693 232) (421 603)
Net profit before debenture interest and taxation 118 673 017 6 415 736
Interest on linked units (58 574 648)
Profit before taxation 60 098 369 6 415 736
Taxation (11 721 067) (1 021 688)
Total comprehensive income for the year 48 377 302 5 394 048
Reconciliation of earnings, headline earnings and distributable earnings
31 March 2013 31 March 2012
R R
Number of linked units in issue used at year-end 189 132 917 1 000
Weighted average number of linked units in issue used for the calculation of earnings and headline earnings
per linked unit 114 998 290 301
Weighted average number of linked units in issue adjusted for potential dilutive effects of the options
used for the calculation of diluted earnings and diluted headline earnings per linked unit 115 533 809
Weighted number of linked units after taking into account the effect of the antecedent divestiture used
for the calculation of the final distribution per linked unit 187 563 631
Reconciliation of earnings, headline earnings and distributable earnings
Profit for the financial year attributable to equity holders 48 377 302 5 394 048
Adjusted for interest on linked units 58 574 648
Earnings 106 951 950 5 394 048
Deduct fair value adjustments and gains on bargain purchases (57 909 908) (6 895 101)
Gains on bargain purchases (net of deferred taxation) (31 153 422) (6 987 668)
Fair value adjustments (net of deferred taxation) (26 756 486) 92 568
Headline earnings/(loss) attributable to linked unitholders 49 042 042 (1 501 052)
Fair value adjustments on derivative instruments (net of deferred taxation) 611 296
Straight-line rental income accrual (net of deferred taxation) (13 692 752) (81 926)
Amortisation of debt transaction costs 1 108 067 8 218
Interest on other borrowings IFRS adjustment 3 552 758
Deferred taxation resulting from utilisation of estimated tax loss and accrued income 17 826
Share-based payments 983 222
Once-off property acquisition costs 17 069 572 1 571 455
Available for distribution/(loss attributable) to linked unitholders 58 692 031 (3 306)
Distribution comprises:
Debenture interest 58 574 648
Ordinary dividend 117 383
Total distribution 58 692 031
Interim six months ended 30 September 17 872 180
Final six months ended 31 March 40 819 851
Basic earnings per linked unit (cents) (2012 in rands) 93.00 17 920*
Diluted earnings per linked unit (cents) 92.57
Headline earnings/(loss) per linked unit (cents) (2012 in rands) 42.65 (4 987)*
Diluted headline earnings/(loss) per linked unit (cents) (2012 in rands) 42.45
Distribution/(attributable loss) per linked unit (cents) (2012 in rands) 40.91 (3)*
Interim six months ended 30 September 19.15
Final six months ended 31 March 21.76
*Calculated based on the number of linked units in issue on 31 March 2012.
Condensed statement of financial position
at 31 March 2013
31 March 2013 31 March 2012
R R
Assets
Non-current assets
Investment property 1 415 100 000 144 000 000
Fair value of property portfolio 1 395 968 502 143 886 213
Straight-line rental adjustment 19 131 498 113 787
Current assets 40 810 888 4 309 318
Trade and other receivables 17 481 192 4 308 960
Taxation 14 280 -
Cash and cash equivalents 23 315 416 358
Total assets 1 455 910 888 148 309 318
Equity and liabilities
Equity 56 552 672 5 394 058
Stated capital 1 833 850 10
Share-based payment reserve 983 222
Accumulated profit 53 735 600 5 394 048
Non-current liabilities 1 337 828 022 128 263 666
Debentures 930 956 392 4 990
Financial liabilities 393 279 853 76 341 612
Other non-current liabilities 50 895 376
Derivative instruments 849 022
Deferred taxation 12 742 755 1 021 688
Current liabilities 61 530 194 14 651 594
Trade and other payables 20 791 978 2 200 041
Current portion of other non-current liabilities 596 872
Current portion of financial liabilities 11 854 681
Linked unitholders for distribution 40 738 216
Total equity and liabilities 1 455 910 888 148 309 318
Number of linked units in issue 189 132 917 1 000
Net asset value per linked unit (R) 5.22 5 399
Condensed statement of changes in equity
for the year ended 31 March 2013
Share-based
Stated Member's Accumulated payment
capital interest profit reserve Total
R R R R R
Balance at 31 March 2011 100 100
Issue of shares 1 000 (100) 900
Conversion to linked units (990) (990)
Total comprehensive income for the year 5 394 048 5 394 048
Balance at 31 March 2012 10 5 394 048 5 394 058
Issue of linked units 1 833 840 1 833 840
Total comprehensive income for the year 48 377 302 48 377 302
Share-based payment 983 222 983 222
Dividends declared during the year (35 750) (35 750)
Balance at 31 March 2013 1 833 850 53 735 600 983 222 56 552 672
Condensed statement of cash flows
for the year ended 31 March 2013
31 March 2013 31 March 2012
R R
Net cash generated from/(utilised by) operating activities 23 910 018 (3 518 396)
Cash generated from/(utilised by) operations 45 973 027 (3 519 641)
Interest received 9 855 858 226 646
Finance charges (14 032 407) (225 401)
Taxation paid (14 280)
Distribution paid to linked unitholders (17 872 180)
Net cash utilised in investing activities (1 135 883 446) (135 978 584)
Acquisition of business combinations (net of cash acquired) (1 089 774 240) (135 978 584)
Capital expenditure, tenant installations and lease commissions (309 206)
Loans advanced (45 800 000)
Net cash generated from financing activities 1 135 288 486 139 497 238
Proceeds from issue of linked units 831 809 866 4 900
Increase in secured borrowings 303 975 492 88 000 090
(Repayment of)/Increase in unsecured borrowings (496 872) 51 492 248
Net movement in cash and cash equivalents 23 315 058 258
Cash and cash equivalents at the beginning of the year 358 100
Cash and cash equivalents at the end of the year 23 315 416 358
Segmental report
Financial year ended 31 March 2013
Special/ Property
Total Retail Office Industrial Portfolio Admin
R R R R R R
Revenue
Property portfolio 88 927 644 30 303 649 58 044 482 579 513 88 927 644
Contractual rental income 69 909 932 24 915 071 44 418 074 576 787 69 909 932
Straight-line rental income accrual 19 017 712 5 388 578 13 626 408 2 726 19 017 712
Recoveries and other property income 19 734 723 11 405 198 8 309 692 19 833 19 734 723
Total revenue 108 662 367 41 708 847 66 354 174 599 346 108 662 367
Property expenses (25 429 963) (13 056 902) (11 957 461) (223 994) (25 238 357) (191 606)
Administration and corporate costs (5 882 092) (5 882 092)
Net operating profit 77 350 312 28 651 945 54 396 713 375 352 83 424 010 (6 073 698)
Investment and other income 13 408 617 13 408 617
Gains on bargain purchases 31 623 832 11 075 876 18 452 832 2 095 124 31 623 832
Property acquisition costs (17 069 572) (8 424 965) (7 578 066) (586 479) (16 589 510) (480 062)
Changes in fair values 32 053 060 12 037 741 28 195 757 (1 662) 40 231 836 (8 178 776)
Net profit before finance charges and taxation 137 366 249 43 340 597 93 467 236 1 882 335 138 690 168 (1 323 919)
Finance costs (18 693 232) (18 693 232)
Net profit before debenture interest and taxation 118 673 017 43 340 597 93 467 236 1 882 335 138 690 168 (20 017 151)
Interest on linked units (58 574 648) (58 574 648)
Segment profit before taxation 60 098 369 43 340 597 93 467 236 1 882 335 138 690 168 (78 591 799)
Investment property 1 415 100 000 644 649 964 727 500 000 42 950 036 1 415 100 000
Other assets 40 810 888 7 916 616 3 240 096 359 373 11 516 085 29 294 803
Total assets 1 455 910 888 652 566 580 730 740 096 43 309 409 1 426 616 085 29 294 803
Total liabilities 1 399 358 216 193 167 690 166 819 848 5 046 688 365 034 226 1 034 323 990
Financial year ended 31 March 2012
Total Office Admin
R R R
Revenue
Property portfolio 415 418 415 418
Contractual rental income 301 631 301 631
Straight-line rental income accrual 113 787 113 787
Recoveries 76 375 76 375
Total revenue 491 793 491 793
Property expenses (90 216) (90 216)
Administration and corporate costs (105 642) (105 642)
Net operating profit 295 935 401 577 (105 642)
Gain on bargain purchase 8 000 000 8 000 000
Property acquisition costs (1 571 455) (1 571 455)
Changes in fair values (113 787) (113 787)
Net profit before finance charges and taxation 6 610 693 6 716 335 (105 642)
Finance costs (net of interest received) (194 957) (196 203) 1 246
Segment profit before taxation and debenture interest 6 415 736 6 520 132 (104 396)
Investment property 144 000 000 144 000 000
Other assets 4 309 318 353 557 3 955 761
Total assets 148 309 318 144 353 557 3 955 761
Total liabilities 142 960 270 137 571 455 5 388 815
3. Acquisitions and commitments
The Company acquired a 100 percent interest in all the assets and some liabilities of nine letting enterprises during the year. The letting enterprises were
acquired as going concerns and were funded through a combination of cash, linked units and vendor finance.
Details of the net assets acquired are as follows:
31 March 2013 31 March 2012
R R
Investment properties at acquisition price 1 198 724 759 136 000 000
Trade and other receivables 91 470 -
Trade and other payables (1 784 398) (21 416)
Purchase consideration 1 197 031 831 135 978 584
Portion settled in linked units (49 980 000) -
Portion settled from vendor finance (57 277 591)
Portion settled in cash 1 089 774 240 135 978 584
Annuity acquired two properties, the Sasfin Building for R167,9 million and the Oakfields Shopping Centre for R140,7 million which transferred immediately
prior to its listing. It subsequently took transfer of the Cell C Building on 22 June 2012, which it acquired at a purchase price of R125,0 million. These three
properties were funded through a combination of funds raised at listing, a vendor placement of linked units, vendor finance and commercial bank debt.
The Ethos building was acquired by the Company for R46,0 million and registered in the Company's name on 30 November 2012. This was fully funded from
the Company's debt facilities.
The Company took transfer of the Atrium Building at a purchase price of R134,0 million and the Langeberg Mall at a purchase price of R410,0 million on
14 and 18 December 2012, respectively, which grew the value of its portfolio to over R1 billion. The properties were funded by way of a private placement of
R482,0 million, a vendor placement of R6,0 million and debt of R84,0 million.
An additional two properties were registered in the Company's name, being the BCX Building on 15 January 2013 at a purchase price of R38,1 million and the
Riverhorse Valley Property on 4 February 2013 at a purchase price of R117,0 million. The BCX Building was funded with a vendor placement of R10,4 million
and the balance with bank debt, whilst the Riverhorse Valley Property was fully funded from the Company's debt facilities. The Company acquired the property
adjoining the Woolworths Financial Call Centre, known as portion 1 of Erf 26151 on 28 February 2013 for R20,0 million, which was funded by debt.
The investment properties were recognised on acquisition at their fair values of R1,2 billion (2012 R144,0 million), resulting in gains on bargain purchases
of R31,6 million (2012 R8,0 million). The net operating income (excluding the straight-lining of income accrual) earned by the Company from these letting
enterprises were R49,4 million (2012 R0,3 million). Based on the net operating income which the Company earned during the year, it would have earned
R95,5 million (2012 R11,7 million) had the Company owned all nine of these letting enterprises for the full financial year.
The company earned gross rental income (excluding the straight lining of income accrual) of R57,4 million from these letting enterprises during the year.
Based on the gross rental income which the company earned during the year, it would have earned gross rental income of R115,4 million had it owned all
nine of these letting enterprises for the full financial year.
As at 31 March 2013 the Company was committed to acquire the Virgin Active Bryanston Building for an amount of approximately R118,0 million. Details of
the transaction are set out in the circular to Annuity linked unitholders dated 25 October 2012.
4. Related party transactions
The company paid transaction fees of R12,0 million and asset management fees of R3,3 million to Annuity Asset Managers Proprietary Limited and property
management fees and letting commission of R1,7 million to Annuity Property Managers Proprietary Limited, which two entities are considered to be related
parties to Annuity, during the financial year under review.
Irrevocable loans from related parties amounting to R51,0 million were converted into Annuity linked units on 4 April 2012 and bridging loans of R1,0 million
were repaid to related parties during the period.
The Sasfin Building and BCX Building were acquired from a subsidiary and associate, respectively, of Sasfin Bank Limited, which is considered
to be a related party to Annuity.
The Company has granted to Sasfin Financial Services Proprietary Limited, which is a 25 percent shareholder in Annuity Asset Managers Proprietary
Limited, the right to sell to the Company, its shareholding in, and claims against Annuity Asset Managers Proprietary Limited at a price to be determined
which is 0,875% of the Company's enterprise value, being the market capitalisation plus debt, less trade creditors and cash. The shares and claims so acquired
shall subsequently be purchased and cancelled by Annuity Asset Managers Proprietary Limited in consideration for a reduction in the annual asset management
fee charged to the Company, which has the effect of making the transaction non-dilutionary to earnings during the term of the asset management contract.
Based on the Company's enterprise value as at 31 March 2013 the price at which Sasfin Financial Services Proprietary Limited could sell the shares to the
Company at this date would be R12,6 million.
5. Property Portfolio (not audited)
Gauteng Western Cape Kwazulu-Natal Total
Geographical profile R R R R
By revenue 57 745 752 29 476 540 1 705 352 88 927 644
By rentable area (m2) 43 876 42 102 12 489 98 467
Special/
Retail Offices Industrial Total
Sectorial profile R R R R
By revenue 30 303 649 58 044 482 579 513 88 927 644
By rentable area (m2) 49 578 44 528 4 361 98 467
Special/
Retail Office Industrial Total
Portfolio valuation (R) 644 649 964 727 500 000 42 950 036 1 415 100 000
Gross lettable area (m2) 49 578 44 528 4 361 98 467
Value per (m2) 13 003 16 338 9 849 14 371
Average monthly gross rental per m2 (Rand) 101.06 123.30 78.70 110.36
Vacancy % by gross lettable area 1.19% 12.8% 1.2%
Weighted Average rental escalation (%) 7.1% 7.5% 8.6% 7.2%
Annualised property yield (%) 8.0% 8.4% 7.3% 8.2%
Tenant analysis
A Large national tenants, listed tenants, government and major franchises
Percentage of GLA 76%
Number of tenants 34 tenants
B Other national tenants, other listed tenants, franchisees and medium to large professions
Percentage of GLA 11%
Number of tenants 56 tenants
C Other
Percentage of GLA 13%
Number of tenants 93 tenants
Special/
Lease expiry profile Office Retail Industrial Total
By rentable area
Expiring within one year 4.6% 7.4% 0.0% 5.8%
Expiring between one and two years 4.4% 8.2% 29.4% 7.3%
Expiring between two and three years 22.1% 39.2% 0.0% 29.9%
Expiring between three and four years 1.3% 21.8% 14.6% 12.1%
Expiring between four and five years 4.3% 2.5% 56.0% 5.4%
Expiring after five years 63.3% 20.9% 0.0% 39.5%
By revenue
Expiring within one year 3.3% 12.4% 0.0% 7.5%
Expiring between one and two years 3.3% 12.2% 24.9% 8.0%
Expiring between two and three years 28.5% 39.2% 0.0% 32.7%
Expiring between three and four years 1.6% 19.3% 13.1% 10.2%
Expiring between four and five years 6.1% 3.5% 62.0% 6.4%
Expiring after five years 57.2% 13.4% 0.0% 35.2%
6. Development and Capital Projects
The Company was not engaged in any developments or capital projects during the financial year under review.
7. Borrowings
The Company's borrowings at 31 March 2013 consisted of two secured loans from Rand Merchant Bank (a division of FirstRand Bank Limited) of R304,1 million
and a secured loan from Standard Bank of R92,5 million. The Rand Merchant Bank loans have three year facilities, with the interest rates fixed, either
through interest rate swap agreements or as part of the facility at an average interest rate of 7,78% for R253,8 million thereof and the balance at a floating
rate of between prime rate less one and prime rate less one and a half percent. Surplus cash is invested into the floating facilities to ensure effective cash
management. An initial bridging loan from Rand Merchant Bank of R12 million was repaid during the period. The Standard Bank loan has a three year facility
for which the interest rates have been fixed for the term of the facility with interest rate swap agreements at an average rate of 8,32%. The Company is also
party to vendor loans with a nominal value of R57,3 million arising from the acquisition of the Oakfields Shopping Centre and Cell C Building. The accounting
value of these loans of R49,3 million has been netted off against loans receivable to give effect to what is considered a net settled arrangement.
At 31 March 2013, Annuity's loan to value ratio was 32,3% based on investment properties valued at R1,4 billion.
8. Share and debenture capital
The Company issued 11 026 027 linked units at a price of 462,5 cents per linked unit on the conversion on 4 April 2012 of the irrevocable loans advanced to
Annuity by the initial pre-listing investors. A further 82 313 314 linked units were issued at 500 cents per linked unit on Annuity's listing date of 4 May 2012
consisting of 75 597 314 linked units issued in terms of a private placement and 6 716 000 linked units issued to the vendor of the Sasfin building.
The Company issued 92 683 519 linked units on 10 December 2012 at 527,89 cents per linked unit in terms of a private placement. The issue price
comprised of 520 cents linked unit capital and 7,89 cents pro rata antecedent divestiture portion of the distribution for the period ending 31 March 2013. Two
further vendor placements were made thereafter namely 1 109 057 linked units issued to the vendor of the Atrium Building at 541 cents per linked unit and
2 000 000 linked units issued to the vendor of the BCX Building at 520 cents per linked unit.
9. Events subsequent to reporting date
The Company has concluded three agreements to acquire properties for R100 million from three different vendors after the reporting date.
10. Strategy and prospects
Annuity's strategy is to establish and build a balanced property portfolio consisting of income producing properties in the commercial, retail and industrial
sectors. Its growth and investment philosophy is focused on delivering sustainable income distribution growth and capital appreciation over the long term
through active portfolio management and its continued focus on quality properties in the larger metropolitan areas.
Annuity has performed in accordance with the financial targets set at the time of its listing on the JSE in May 2012. The acquisitions executed during the
2013 financial year are expected to provide Annuity with a strong platform from which to leverage its investment strategy, which is to pursue long term value
enhancing acquisitions. Whilst the global and domestic economic environments remain fragile, evidenced by pressure on consumer spending and tough
trading conditions, the quality of the property portfolio, combined with Annuity's active focus on tenant retention and cost management place Annuity in a
strong position to continue delivering growth in distributions to its linked unitholders for the year ahead.
The financial information on which the above forecast is based has not been reviewed and reported on by the Company's external auditors.
11. Directorate
Mr P Theocharides was appointed as an executive director and Ms S J Williams as a non-executive director with effect from 2 April 2012 and 17 April 2012,
respectively. Mr R D E B Sassoon resigned as alternate director to Mr D T Soondarjee on 3 December 2012 and was replaced by Mr N N Eppel on
13 December 2012.
12. Payments of Dividend and Interest Distribution number 2
Notice is hereby given of the declaration of the Company's final cash dividend and interest distribution of 21,76 cents per linked unit for the period 1 October
2012 to 31 March 2013 consisting of a gross cash dividend of 0,04352 cents (0,036992 cents net of dividend tax) and interest of 21,71648 cents, bringing the
total distribution for the year ended 31 March 2013 to 40,91 cents.
The dividend portion has been declared from income reserves and no secondary tax on companies' credit has been used.
A dividend withholding tax of 15% will be applicable on the dividend portion to all linked unitholders who are not exempt.
The issued share capital at the declaration date is 189 132 917.
The final cash dividend and interest distribution is to be paid in accordance with the timetable set out below:
Last day to trade cum distribution Friday, 21 June 2013
Linked units trade ex distribution Monday, 24 June 2013
Record date Friday, 28 June 2013
Payment date Monday, 1 July 2013
Linked unitholders may not dematerialise or rematerialise their linked units between Monday, 24 June 2013 and Friday, 28 June 2013, both days included.
13. Basis of preparation and accounting policies
The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), including the presentation and disclosure
requirements of IAS34, SAICA Financial Reporting Guides as issued by the Accounting Profession Committee and the requirements of the Companies Act
of South Africa, 2008, as amended.
The financial results above include disclosure of earnings and headline earnings per linked unit, which is obligatory in terms of IAS33, Earnings per share and
the JSE Listings Requirements. The directors are of the view that this disclosure is not meaningful to investors as the shares are traded as part of a linked unit
and practically all the distributable earnings are distributed in the form of debenture interest with a small dividend portion in the ratio of 500 to 1. In addition,
headline earnings include fair value adjustments for financial liabilities, accounting adjustments to account for lease income on a straight-line basis, once
off property acquisition costs, as well as other non-cash accounting adjustments which do not affect distributable earnings. The calculation of distributable
earnings per linked unit as disclosed above is therefore more meaningful to investors.
The financial statements are summarised from a complete set of annual financial statements on which the independent auditors, PKF (Jhb) Inc. have
expressed an unmodified audit opinion, which is available for inspection at the Company's registered office. PKF (Jhb) Inc. has also issued an unmodified
audit opinion on these summarised financial statements stating that these summarised results are consistent in all material respects with the complete set of
annual financial statements. A copy of the auditors' report is available for inspection at the Company's registered office.
The accounting policies are in accordance with International Financial Reporting Standards (IFRS) and consistent with those applied in the most recent audited
financial statements for the year ended 31 March 2012.
The financial results have been prepared by Mr S Strydom CA(SA), the Chief Financial Officer of the Company.
By order of the Board
P J Moleketi P Theocharides
(Chairman) (Joint Chief Executive Officer)
6 June 2013
Directors:
P J Moleketi #, P Theocharides, D Greenberg, S Strydom,
D E Rubenstein, M Ettin *, E C Loubser #, A M Chait #,
D T Soondarjee *, S J Williams #, N N Eppel (alternate director) *
# Independent non-executive director
* Non-executive director
Registered Office:
Boundary Office Park, 18 Rivonia Road, Illovo, Sandton
Tel: 010 595 3000 Fax: 086 718 3622 Email: info@annuityproperties.co.za
Web:
www.annuityproperties.co.za
Income taxation reference number 9050/047/19/1
Sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 07/06/2013 07:09:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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