Half-year Results

RNS Number : 8420F

Town Centre Securities PLC

26 February 2018

 

26 February 2018

Town Centre Securities PLC
(the 'Group' or the 'Company') 

Half year results for the six months ended 31 December 2017

Robust results and strengthened portfolio following period of considerable change

Town Centre Securities PLC, the Leeds based property investor and car park operator, today announces its results for the six months ended 31 December 2017.

Financial Highlights

·     Net assets per share up 4.3% since 30 June 2017 at 375p (2016: 355p; 30 June 2017: 359p)

·     Statutory profit before tax up £9.8m to £12.4m (2016: £2.6m), including £6.4m gain from net movement on investment property valuation

·     EPRA profit before tax decreased 4.6% to £4.0m (2016: £4.2m) following strategic disposals

·     EPRA earnings per share at 7.6p (2016: 8.0p), a decrease of 4.6%

·     Interim dividend of 3.25p (2016: 3.25p)

·     Loan to value ratio of 47% (2016: 50%; 30 June 2017: 49%)

Operational Highlights

·     Like-for-like investment portfolio value increased by 0.3% (30 June 2017: 1.4% decrease)

·     Total portfolio value increased by 2.4% (30 June 2017: flat)

·     Like-for-like passing rent up by 2.2% (30 June 2017: 2.3%)

·     New net income of £0.3m from the ibis Styles hotel is in addition to this

·     Rent receipts for the current quarter 99% collected within four days of the quarter start

·     Merrion Centre trading remains strong and we continue to grow its rental income

·     CitiPark continues to grow its revenues and profits

Latest phase of development programme successfully delivered

·     Completion of ibis Styles and Premier Inn hotels in Leeds announced last year

·     Merrion House development achieved practical completion on 29 January 2018, on time and budget

·     This completes a £70m ten-year Merrion Centre development and improvement programme

Significant pipeline of development opportunities in place including

·    Burlington House, a 91-unit residential development in Manchester's Piccadilly Basin is under construction with practical completion expected in May 2019

·    Eider House, the second Piccadilly Basin residential development, has detailed planning approval

·    Recently announced joint venture with Leeds City Council for construction of an 128 unit apart-hotel with retail units alongside Leeds City Market and Victoria Gate

Proceeds from capital disposals recycled into development programme

·    Disposals made during H1 2018 have totalled £7.7m, taking sales over the last c. 12 months of five properties sold for over £25m in total, all at, or above, valuation

·    The disposals have provided capital to invest in our development programme

·    On an annualised basis the combination of our two new hotels in Leeds and the increase in Merrion House rents will more than offset the £1.5m income lost due to these disposals

CitiPark performs strongly

·    The CitiPark business continues to deliver income and profit growth year on year, with promising improvements being seen in our more recently acquired operations

·    Operating income of £5.8m is 5% up year on year, with operating profit of £2.1m up 1% despite the pressures of higher business rates costs

·    We have recently taken a further 5% stake in YourParkingSpace.co.uk, taking our share to 15%. TCS is very excited about the prospects of this business, a website and mobile application that matches customers to available car parking spaces across the UK

Investing in future growth

·    Continued strengthening of the Board and management team with the appointment of Jeremy Collins as an independent Non-Executive Director

·    Incurred professional fees relating to our new developments and pipeline projects as we invest in the future growth of the business

·    Enhanced our investor relations through the appointment of Edison, the investment research provider, and RMS, the investment engagement specialists

Commenting on the results, Edward Ziff, Chairman and Chief Executive said:

"We are very pleased with the results for the first half of the year, with an increase in the value of our portfolio driving an improved statutory profit. To have maintained EPRA profitability close to last year's levels, despite a significant level of strategic disposals and continued investment in our business, demonstrates the strength of the recently completed development programme.

"We continue to successfully progress considerable change within our portfolio. The combination of asset recycling, intensive asset management, and a strong development pipeline ensure that our future potential is being enhanced, whilst providing new opportunities for growth in income and capital values. These opportunities require funding, and having self-funded over £85m of investment in recent years, we are exploring how we might fund investments in our future growth.

"The strength of our portfolio, and the success of the most recent development phase have allowed us to be bold in the sale of more mature assets. Furthermore, the strength of our CitiPark business continues to support financial delivery, whilst also bringing new opportunities such as YourParkingSpace.co.uk. We look forward to the future with confidence."

-Ends-

For further information, please contact:

Town Centre Securities PLC                                                                        www.tcs-plc.co.uk / @TCS PLC

Edward Ziff, Chairman and Chief Executive                                                                           0113 222 1234

Mark Dilley, Group Finance Director      

MHP Communications                                                                                                                    0203 128 8100

Reg Hoare / Alastair de Kare Silver                                                                                          [e-mail]

Chairman and Chief Executive's Statement

Results

EPRA profit before tax for the six months ended 31 December 2017 has decreased by 4.6% to £4.0m (2016: £4.2m) and EPRA earnings per share has decreased to 7.6p (2016: 8.0p) due to a drop in rental income following strategic disposals and continued investment in the business. The net valuation increase in the Group's investment property portfolio in the first half of the year was £6.4m (2016: decrease of £2.7m) with profit after tax amounting to £12.4m (2016: £2.6m).

Although EPRA profit is slightly down year on year, this has been driven by deliberate decisions to make strategic disposals where we feel we have maximised value and recycle the capital into our development pipeline. This will strengthen the portfolio and improve profitability for the longer term. Whilst these disposals will affect profitability in the current year, on an annualised basis returns from new investments will quickly offset the income lost from these disposals and the cost of the investments.

Revenue was up 12% at £15.3m (2016: £13.7m), including the new ibis Styles hotel. Within this, rental income from investment properties was £8.0m (2016: £8.2m).  We have made a number of strategic disposals in the last 12 months which has lowered short term rental income. However, new sources of income from the completion of our latest development phase, combined with strong Car Park income growth has protected total income levels.  Income from car parks increased to £5.8m (2016: £5.5m) benefitting from continued organic growth.

Property and administrative expenses (excluding the ibis Styles hotel) increased 6% to £7.0m (2016: £6.6m), as we continue to invest in the business. In addition, operating costs related to our owner managed ibis Styles hotel amounted to £1.2m in the first six months (2016: zero costs). Finance costs increased 2% to £3.9m (2016: £3.8m) primarily due to the effect of capitalised interest in the prior year.

The Group's net assets increased by 4% to £199.3m in the six-month period (June 2017: £191.1m).  Net assets per share increased to 375p (2016: 355p; 30 June 2017: 359p).

Dividends

The interim dividend of 3.25p per share (2016: 3.25p) will be paid as a Property Income Distribution and will amount to £1.7m.  It will be paid on 22 June 2018 to shareholders registered on 25 May 2018.  The final dividend for 2017 of 8.25p per share amounting to £4.4m was paid on 4 January 2018.

Progress against our strategic goals

We have made further pleasing progress in the strengthening of our portfolio in the last six months. Our expertise in intensive property management and detailed knowledge of the communities in which we operate have enabled like for like rental growth and improvements in value. This is despite the challenges that many bricks & mortar retailers have experienced in the face of the continued growth of internet shopping.

We firmly believe that physical retail offers will continue to play an important role, but that it is critical that we are clear how and where we decide to operate within that market. The Company's approach to this changing dynamic can be summarised as: 

·     Ensuring we create Retail and Leisure destinations

·     Broadening our portfolio, increasing the proportion of Leisure, Offices and now Residential

·     Having a predominantly Regional approach, making the most of our local knowledge and expertise

Improving our portfolio through Intensive Management

In the six months ended 31 December 2017, we reported like-for-like passing rent up 2.2%, and maintained industry leading levels of occupancy at 99%. Rent receipts for the current quarter were 99% collected within four days of the quarter start. In particular, we are proud of the following recent achievements:

The Merrion Centre and Arena Quarter

Whilst the Merrion Centre is best known as being the first major shopping centre of its kind in the UK, it has changed beyond recognition over the years and is now very clearly a mixed use destination. Continuing to create a destination of the Merrion Centre and Arena Quarter is, we believe, key to its on-going success.

As the below table demonstrates only 24% of the income now comes from typical Mall style retail units, let to value/convenience retailers at affordable rents. This analysis includes the benefit of the increased income from our new Merrion House development with over 2000 members of council staff further improving footfall.

	ERV £m		Proportion
Offices	3.3		28%
Hotel	0.9		7%
Car Park	1.8		16%
Leisure	1.9		16%
Morrisons	1.1		10%
Mall Retail	2.8		24%
	11.9		100%

The Merrion Centre and Arena Quarter area of Leeds is seeing significant growth and investment. The university student influence in the area is growing with over 3400 student accommodation units already in place and with a further 2700 units planned or in development in the immediate vicinity. The needs of this growing local population closely match the Retail and Leisure offers of the Merrion Centre; from the supermarket and food provisions of Morrisons and Sainsburys, to the value and convenience offers of Poundstretcher and Home Bargains, to the Leisure offers of KFC, My Thai, Bengal Brasserie, and Costa Coffee, and the late night offers of Pryzm nightclub and the Key Club. With the adjacent First Direct Arena recently confirmed as the fourth largest UK arena based on ticket sales in 2017, this area of Leeds continues to thrive.

Specific progress made since the June results include:

·     1.2% LFL rent increases, including three new tenants, and three rent reviews

·     Committed new future leases include the final new unit on the Merrion Mall, which has been agreed with the popular Wendy's Chinese restaurant

·     Merrion House completed on time and budget

Furthermore, the ibis Styles hotel that we opened in April 2017 and operate under management continues to go from strength to strength. Occupancy levels are now at over 70% and have exceeded early expectations, whilst room rates have also been materially ahead of budget. This has more than compensated for a slower than planned start to the Marco Pierre White New York Italian restaurant. We expect to exceed the FY18's net income target of over £600,000, and as we improve the restaurant offer, we fully expect the development to continue to beat our financial targets. As described below, we are pleased that the half year valuation report has reflected an increased value for the hotel to £11.9m (30 June 2017: £10.5m) and we expect further improvements to this value as we generate more financial performance history.

Other Properties

At the June 2017 year-end we announced the Property and Land swap with Evans of Leeds where we acquired the remaining 50% stake in Buckley House, Leeds in consideration for the long lease of a 0.6 acre plot of land in Piccadilly Basin, Manchester which will become a Dakota Deluxe Hotel. This gave TCS full ownership of a key central Leeds island site on Vicar Lane, in close proximity and a gateway to the new John Lewis Victoria Quarter development. We now benefit from 100% of the income from this property.

Since June the newly relocated Michelin starred The Man Behind the Curtain restaurant has opened. The relocation has allowed the restaurant to increase the number of covers and begins a new twenty-year lease for TCS. We see this as the beginning of a long-term improvement programme for the island site, where early analysis suggests the opportunity for significant ERV improvement.

Our development in Milngavie, an affluent commuter town outside of Glasgow, has been a successful investment, being a small retail park with Waitrose and Homebase present. As part of a wider review the new owners of Homebase have decided not to renew their lease in Milngavie. Whilst in the short term this will reduce our rental income by £0.6m pa, the change presents us with a value-adding opportunity. Subject to planning and other approvals we intend to divide the property into three separate units. We are well progressed with negotiations to let the proposed new space to a number of well-known retailers to include provision for both a discounter supermarket and two general merchandise retailers.

We have consulted with the local community and there is much support for our plans which will further improve local provision whilst increasing income and longer term value for TCS.

Creating long-term value through Asset Recycling and our Development Portfolio

Asset Recycling

Since June 2017 we have disposed of another property in Scotland. 1-23 Shandwick Place, Edinburgh was sold in September for £6.3m, in line with its valuation.

·    Disposals made over the last c. 12 months comprise five properties sold for over £25m in total, all at, or above, valuation

·    The disposals have provided capital to invest in our development programme. On an annualised basis the combination of the two new hotels and the increase in Merrion House rents will more than offset the £1.5m income lost due to these disposals

We constantly review our portfolio, and we have a number of other properties on the market presently, where we feel we have maximised value.

Development Portfolio

Our recently completed development programme in Leeds:

We confirmed at the year-end the successful completion of two hotels in Leeds; the Premier Inn with a 25-year lease to Whitbread, and the ibis Styles hotel we are running under management. As highlighted above, the ibis Styles is trading extremely well and we expect both performance and value to continue to increase.

In addition, we are pleased to confirm the completion in January 2018 of the redevelopment of Merrion House, the 175,000 sqft office building including a 50,000 sqft extension. Leeds City Council (LCC) are now in the process of occupying the building as part of our joint venture partnership with them. LCC have entered into a 25-year lease and TCS will receive £1.66m per annum in rental income from its 50% share in the partnership, an increase on the £0.7m being received during the period of redevelopment. The valuation assigned to the building as at 31 December 2017 does not fully reflect its completed value following practical completion in January 2018 and we expect the valuation to improve further at the year-end.

Extensive on-going development programme:

Manchester:

Construction continues on Burlington House, Manchester as part of our Piccadilly Basin development. This innovative 91-unit residential building is being constructed as a 50/50 Joint Venture at a total cost of £22m with practical completion expected for May 2019. As previously announced, we also have consent for the 128-unit Eider House, continuing the development of Piccadilly Basin.

The development by Urban Splash of Brownsfield Mill, Manchester, into loft style city apartments is ready to commence. TCS has received an initial £1m and will receive 12.5% of sale proceeds as the development progresses. The half-year results include a £0.4m accrual for the share of sale proceeds on the fourteen apartments sold, subject to contract. Further income will be recognised as we gain more certainty around the sales.

We expect Piccadilly Basin to become a key central Manchester destination. With its close proximity to Piccadilly Train Station, we view the opportunity to participate in creating a thriving residential, commercial and leisure centre as a key source of long term growth for TCS. Alongside Burlington House and Eider House, the approved strategic framework for our land holding allows for another c. 520 residential apartments, 177,000 square feet of commercial property, and a further multi-story car park.

Leeds:

As we have recently announced, TCS has been selected by Leeds City Council to develop a major new scheme in George Street, Leeds adjoining the famous Kirkgate Markets and opposite Victoria Gate.  The development will consist of a single, newly constructed building containing approximately 126 aparthotel units as well as nine ground floor units for a range of commercial uses, including retailing, cafés, bars and restaurants together with a new entrance into the market hall. The total development value is expected to be £20m and work on site is due to commence in Q1 2019 with completion in 2020. The development will be undertaken as a 50/50 partnership between TCS and Leeds City Council.

We have a number of other opportunities to further improve our Leeds estate including plans to redevelop the Vicar Lane site, referenced earlier, to make more efficient use of the site and to develop a high-quality retail, leisure and residential asset, materially improving the site's ERV.

The Merrion Centre remains core to our portfolio and a key source of long-term value. As well as the on-going intensive asset management activity we also have the opportunity to significantly increase the massing above the existing centre. Potential plans include the extension of the old cinema into new office space, the modernisation of the Wade House office, and the building of a residential tower.

CitiPark performs strongly

Operating income for CitiPark of £5.8m was 5.2% higher year on year. Profit of £2.1m was 1.4% better than the prior year. Increases in business rates costs following revaluation constrained full profit flow through.

For TCS as a whole the CitiPark business plays a valuable role in monetising what would otherwise be empty, non-income producing, development assets in Leeds and Manchester.

The operating performance of the car park branches continues to be pleasing especially given the fact that we have removed spaces to enable site development at Piccadilly Basin and where land was swapped with Evans of Leeds for their new Dakota Hotel. Despite that, our Manchester branches along with the Merrion Centre and Whitehall Road Leeds performed particularly strongly. Our more recently acquired branches such as those in London are on an improving trend and remain a key opportunity to drive revenue and profit growth for the future. Applying our operational strength alongside our technological expertise will allow us to reduce operating costs whilst improving demand, for example, electric vehicle charging solutions.

Notable highlights for CitiPark include:

·    Continued investment in improving our car park management systems including a new installation at the Leeds Dock branch

·    Continued investment in our branches, in particular Watford, Clipstone Street, London and Rickmansworth

·    Developed the first ANPR barrier-less and cashless solution in the UK for our Rickmansworth branch

·    Anytime pre-booking went live in our first branch in December 2017 at Merrion MSCP

·    Anytime pre-booking roll-out planned for all CitiPark branches in March 2018 following successful in-house development and investment

·    EV charging infrastructure now available throughout CitiPark portfolio

·    Continuing our environmental vision CitiPark was a finalist for the "Clean Air Initiative of the Year" following the introduction of an emissions-based tariff at Clipstone Street, London

·    Furthermore, CitiPark has now achieved "Go Ultra Low" company status

At the June year end we announced our initial investment in YourParkingSpace.co.uk. We have recently taken a further 5% stake in the business, taking our share to 15%. TCS is very excited about the prospects of this business, a website and mobile application that matches customers to available car parking spaces across the UK. We are already seeing revenue performance in CitiPark's own branches improving as a result of our partnership with YPS. 

Financing

Total net borrowings at 31 December 2017 were £185.5m (2016: £190.7m; 30 June 2017: £188.8m) giving a loan to value ratio of 47% (2016: 50%; 30 June 2017: 49%). 

The total borrowings comprise £105.8m (net of £0.2m unamortised lease incentives) of 5.375% First Mortgage Debenture Stock 2031, and £108m of revolving credit facilities, of which we had drawn £79.7m at the half-year. Finance leases of £4.4m and cash of £4.6m make up the remaining balance.

Portfolio Performance

The investment properties, developments, joint ventures and car parks value at the half-year stood at £392.2m (2016: £385.5m; June 2017: £381.1m)

At an overall level the portfolio (excluding disposals) increased in value by 2.4% (30 June 2017: flat). The like for like increase in the value of our investment property portfolio is 0.3% (30 June 2017: 1.4% decrease) which reflects a reversionary yield of 6.5% in line with the year end. The like for like increase in development property is 30.2% (30 June 2017: 20.1%).

Strong increases in valuation have been seen in both of the Leeds hotels and Merrion House, with the Merrion Centre also seeing a 1% improvement in value driven by rental growth. The most significant increase in valuation has been seen at our Piccadilly Basin development site, where the continuing actual development of the Basin, combined with the existing strategic planning framework in place, has driven the development value up. These improvements more than offset valuation reductions expected in other parts of the portfolio (most significantly our Rochdale Retail Park, and part of the Milngavie property where Homebase have exited).

	Passing rent £m	ERV £m		Value £m	% of portfolio	Valuation incr/(decr)		Initial yield	Reversionary yield
Retail & Leisure	3.7	4.4		72.6	19%	-1.0%		4.9%	5.7%
Merrion Centre (ex offices)	7.5	7.8		99.5	26%	1.1%		7.1%	7.4%
Offices	2.4	3.8		57.1	15%	2.5%		4.0%	6.3%
Hotels	1.4	1.6		26.7	7%	8.7%		5.0%	5.5%
Out of town retail	3.0	3.7		50.4	13%	-6.6%		5.6%	6.9%
Distribution	0.4	0.4		5.8	1%	2.8%		6.5%	6.4%
Residential	0.6	0.6		10.7	3%	-0.1%		5.3%	5.4%
	19.1	22.1		322.7	84%	0.1%		5.6%	6.5%
Development property	1.9	1.9		35.7	9%	30.2%
Other Car parks	1.3	1.3		25.9	7%	2.4%
Let portfolio	22.3	25.3		384.2	100%	2.4%

Outlook

We are very pleased with the results for the first half of the year, with an increase in the value of our portfolio driving an improved statutory profit. To have maintained EPRA profitability close to last year's levels, despite a significant level of strategic disposals and continued investment in our business, demonstrates the strength of the recently completed development programme.

We continue to successfully progress considerable change within our portfolio. The combination of asset recycling, intensive asset management, and a strong development pipeline ensure that our future potential is being enhanced, whilst providing new opportunities for growth in income and capital values. These opportunities require funding, and having self-funded over £85m of investment in recent years, we are exploring how we might fund investments in our future growth.

The strength of our portfolio, and the success of the most recent development phase have allowed us to be bold in the sale of more mature assets. Furthermore, the strength of our CitiPark business continues to support financial delivery, whilst also bringing new opportunities such as YourParkingSpace.co.uk. We look forward to the future with confidence.

Responsibility statement of the directors

The Directors confirm that, to the best of their knowledge, these condensed consolidated interim financial statements have been prepared in accordance with IAS 34 as adopted by the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:

·    an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

·    material related party transactions in the first six months of the financial year and any material changes in the related party transactions described in the last Annual Report and Accounts.

A list of current Directors is maintained on the Town Centre Securities PLC Group website:  www.tcs-plc.co.uk.

Principal risks and uncertainties

The Group set out on page 59 of its Annual Report and Accounts 2017 the principal risks and uncertainties that could impact its performance; these remain unchanged since the Annual Report was published. The Group operates a structured risk management process, which identifies and evaluates risks and uncertainties and reviews mitigation activity.

Our key risks relate to major economic downturn, development/refurbishment over-runs, major tenant failure, availability of finance, a major incident at the Merrion Centre and loss of key staff. Property values are currently stable and we have sufficient bank facilities and headroom in place. The Group has no over reliance on any one tenant or sector and has a skilled and experienced team of asset managers dealing with day-to-day management of our portfolio.

Forward-looking statements

Certain statements in this half year report are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements.

The Group undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

Edward Ziff OBE                                               Mark Dilley

Chairman and Chief Executive                   Group Finance Director

26 February 2018

Consolidated income statement

for the six months ended 31 December 2017

		Six months	Six months	Year
		ended	ended	ended
		31 December	31 December	30 June
		2017	2016	2017
		Unaudited	Unaudited	Audited
Notes		£000	£000	£000
Gross revenue		15,322	13,685	27,540
Property expenses		(5,449)	(3,993)	(8,148)
Net revenue		9,873	9,692	19,392
Administrative expenses		(2,793)	(2,626)	(6,295)
Other income		447	539	707
Reversal of impairment of car parking assets		800	1,000	1,000
Valuation movement on investment properties		5,269	(2,850)	(2,085)
Profit on disposal of investment properties		1,198	65	303
Share of post tax profits from joint ventures		1,513	545	1,342
Operating profit		16,307	6,365	14,364
Finance costs	3	(3,859)	(3,766)	(7,639)
Profit before taxation		12,448	2,599	6,725
Taxation		-	-	-
Profit for the period		12,448	2,599	6,725
All profits for the period are attributable to equity shareholders.
Earnings per share	5
Basic and Diluted		23.4p	4.9p	12.7p
EPRA (non-GAAP measure)		7.6p	8.0p	13.2p

Consolidated statement of comprehensive income

for the six months ended 31 December 2017

Six months		Six months	Year
ended		ended	ended
31 December		31 December	30 June
2017		2016	2017
Unaudited		Unaudited	Audited
£000		£000	£000
Profit for the period	12,448	2,599	6,725
Other comprehensive income
Revaluation gains on car park assets	-	-	100
Revaluation gains on other investments	149	214	324
Total comprehensive income for the period	12,597	2,813	7,149

All recognised income for the period is attributable to equity shareholders.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Consolidated balance sheet

as at 31 December 2017

		31 December	31 December	30 June
		2017	2016	2017
		Unaudited	Unaudited	Audited
Notes		£000	£000	£000
Non-current assets
Property rental
Investment properties	6	328,856	333,300	326,771
Investments in joint ventures	8	36,153	26,067	27,852
		365,009	359,367	354,623
Car park activities
Freehold and leasehold properties	6	23,212	22,153	22,495
Goodwill	7	4,024	4,024	4,024
Investments		2,100	1,253	1,950
		29,336	27,430	28,469
Fixtures, equipment and motor vehicles	6	1,715	2,032	1,972
Total non-current assets		396,060	388,829	385,064
Current assets
Investments		2,542	2,284	2,394
Trade and other receivables		3,584	3,398	3,311
Cash and cash equivalents		4,565	8,593	3,124
Total current assets		10,691	14,275	8,829
Total assets		406,751	403,104	393,893
Current liabilities
Trade and other payables		(17,428)	(15,387)	(10,846)
Financial liabilities		(24,887)	-	-
Total current liabilities		(42,315)	(15,387)	(10,846)
Non-current liabilities
Financial liabilities		(165,147)	(199,247)	(191,969)
Total liabilities		(207,462)	(214,634)	(202,815)
Net assets		199,289	188,470	191,078
Equity attributable to owners of the Parent
Called up share capital	9	13,290	13,290	13,290
Share premium account		200	200	200
Capital redemption reserve		559	559	559
Revaluation reserve		600	500	600
Retained earnings		184,640	173,921	176,429
Total equity		199,289	188,470	191,078
Net asset value per share	11	375p	355p	359p

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Consolidated statement of changes in equity

for the six months ended 31 December 2017

		Share	Capital
Share		premium	redemption	Revaluation	Retained	Total
capital		account	reserve	Reserve	earnings	equity
£000		£000	£000	£000	£000	£000
Balance at 1 July 2016	13,290	200	559	500	175,308	189,857
Total comprehensive income for the period	-	-	-	-	2,813	2,813
Dividends relating to the year ended 30 June 2016	-	-	-	-	(4,200)	(4,200)
Balance at 31 December 2016	13,290	200	559	500	173,921	188,470
Balance at 1 July 2017	13,290	200	559	600	176,429	191,078
Total comprehensive income for the period	-	-	-	-	12,597	12,597
Dividends relating to the year ended 30 June 2017	-	-	-	-	(4,386)	(4,386)
Balance at 31 December 2017	13,290	200	559	600	184,640	199,289

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Consolidated cash flow statement

for the six months ended 31 December 2017

		Six months ended		Six months ended		Year ended
		31 December 2017		31 December 2016		30 June 2017
		Unaudited		Unaudited		Audited
	Notes	£000	£000	£000	£000	£000	£000
Cash flows from operating activities
Cash generated from operations	10	8,388		10,768		18,159
Interest paid		(3,859)		(3,983)		(8,051)
Net cash generated from operating activities			4,529		6,785		10,108
Cash flows from investing activities
Purchases and construction of investment properties		-		-		(12,136)
Refurbishment of investment properties		(1,170)		(11,555)		(10,612)
Payments for leasehold property improvements		(2)		(173)		(498)
Purchases of fixtures, equipment and motor vehicles		(130)		(257)		(586)
Proceeds from sale of investment properties		7,087		1,938		21,574
Proceeds from sale of fixed assets		-		33		61
Investments in joint ventures		(6,994)		(750)		(4,250)
Distributions received from joint ventures		206		321		1,031
Acquisition of non-listed investments		(150)		(1,253)		(1,950)
Net cash used in investing activities			(1,153)		(11,696)		(7,366)
Cash flows from financing activities
(Repayment of)/proceeds from non-current borrowings		(1,935)		14,391		7,197
Dividends paid to shareholders		-		-		(5,928)
Net cash (used in)/generated from financing activities			(1,935)		14,391		1,269
Net increase/(decrease) in cash and cash equivalents			1,441		9,480		4,011
Cash and cash equivalents at beginning of period			3,124		(887)		(877)
Cash and cash equivalents at end of period			4,565		8,593		3,124

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Notes to the consolidated interim financial information

1. Financial information

General information

Town Centre Securities PLC (the "Company") is a public limited company domiciled in the United Kingdom. Its shares are listed on the main market of the London Stock Exchange. The address of its registered office is Town Centre House, The Merrion Centre, Leeds LS2 8LY. The principal activities of the Group during the period remained those of property investment, development and trading and the provision of car parking.

This interim financial information was approved by the board on 26 February 2018.

The comparative financial information for the year ended 30 June 2017 in this half-yearly report does not constitute statutory accounts for that year. The statutory accounts for the year ended 30 June 2017 have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

Basis of preparation

These condensed consolidated financial statements have been prepared in accordance with IAS 34, "Interim Financial Reporting", as adopted by the European Union. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the accounts for the year ended 30 June 2017. The financial information for the six months ended 31 December 2017 and 31 December 2016 is unaudited.

Significant accounting policies

The accounting policies adopted are consistent with those of the previous financial year.

The Group's financial performance is not seasonal.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

There have been a number of IFRS and IFRIC amendments or interpretations issued since the 2017 Accounts were published. The impact of IFRS 15 Revenue from contracts with customers, IFRS 9 Financial instruments and IFRS 16 leases is being evaluated by the directors.  No other amendments or interpretations are expected to have a material impact on the Group's reporting, other than in respect of presentation and disclosure.  

Use of estimates and judgements

There have been no changes in estimates of amounts reported in prior periods which have a material impact on the current half year period.

Going concern

The Directors have reviewed the cash flow forecasts of the Group and the underlying assumptions on which they are based. The Directors consider that the Group has adequate financial resources, tenants with appropriate leases and covenants, and properties of sufficient quality to enable them to conclude that the Company and the Group will continue in operational existence for the foreseeable future. The Group therefore continues to adopt the going concern basis of accounting in preparing its consolidated interim financial statements.

2. Segmental information

The chief operating decision-maker has been identified as the Board. The Board reviews the Group's internal reporting in order to assess performance and allocate resources. Management has determined the operating segments based on these reports.

Segmental assets

31 December		31 December	30 June
2017		2016	2017
£000		£000	£000
Property rental	364,211	367,024	353,620
Car park activities	30,640	28,880	29,773
Hotel operations	11,900	7,200	10,500
Total assets	406,751	403,104	393,893

Segmental results

		Six months ended 31 December 2017						Six months ended  31 December 2016
	Property		Car park	Hotel		Property			Car park	Hotel
	rental		activities	Investments	Total	rental			activities	Investments	Total
	£000		£000	£000	£000	£000			£000	£000	£000
Gross revenue	8,016		5,807	1,499	15,322	8,165			5,520	-	13,685
Service charge income	1,290		-	-	1,290	1,160			-	-	1,160
Service charge expenses	(1,658)		-	-	(1,658)	(1,605)			-	-	(1,605)
Property expenses	(572)		(3,260)	(1,249)	(5,081)	(478)			(3,070)	-	(3,548)
Net revenue	7,076		2,547	250	9,873	7,242			2,450	-	9,692
Administrative expenses	(2,333)		(460)	-	(2,793)	(2,234)			(392)	-	(2,626)
Other income	447		-	-	447	539			-	-	539
Share of post tax profits from joint ventures	366		-	-	366	391			-	-	391
Operating profit before valuation movements	5,556		2,087	250	7,893	5,938			2,058	-	7,996
Valuation movement on investment properties	3,869		-	1,400	5,269	(2,850)			-	-	(2,850)
Reversal of impairment of car parking assets	-		800	-	800	-			1,000	-	1,000
Profit on disposal of investment properties	1,198		-	-	1,198	65			-	-	65
Valuation movement on joint venture properties	1,147		-	-	1,147	154			-	-	154
Operating profit	11,770		2,887	1,650	16,307	3,307			3,058	-	6,365
Finance costs					(3,859)						(3,766)
Profit before taxation					12,448						2,599
Taxation					-						-
Profit for the period					12,448						2,599

All results are derived from activities conducted in the United Kingdom.

The results for the car park operations include the car park at the Merrion Centre. As the value of the car park cannot be separated from the value of the Merrion Centre as a whole, the full value of the Merrion Centre is included within the assets of the property rental business.

The car park results also include car park income from sites that are held for future development. The value of these sites has been determined based on their development value and therefore the total value of these assets has been included within the assets of the property rental business.

The total net revenue at the Merrion Centre and development sites for the six months ended 31 December 2016, all arising from car park operations, was £1,868,000 (2016: £1,698,000). After allowing for an allocation of administrative expenses, the operating profit at these sites was £1,531,000 (2016: £1,380,000). 

3. Finance costs

Six months		Six months	Year
ended		ended	ended
31 December		31 December	30 June
2017		2016	2017
£000		£000	£000
Interest on debenture loan stock	2,849	2,849	5,698
Interest payable on bank borrowings	880	884	1,896
Amortisation of arrangement fees	130	250	456
Interest capitalised	-	(217)	(411)
	3,859	3,766	7,639

4. Dividends

Six months		Six months	Year
ended		ended	ended
31 December		31 December	30 June
2017		2016	2017
£000		£000	£000
2016 final dividend: 7.9p per 25p share	-	4,200	4,200
2017 interim dividend: 3.25p per 25p share	-	-	1,728
2017 final dividend: 8.25p per 25p share	4,386	-	-
	4,386	4,200	5,928

A final dividend in respect of the year ended 30 June 2017 of 8.25p per share was approved at the Company's Annual General Meeting (AGM) on 28 November 2017 and was paid to shareholders on 4 January 2018. This dividend comprised an ordinary dividend of 1.25p per share and a Property Income Distribution (PID) of 7.00p per share.

An interim dividend in respect of the year ending 30 June 2018 of 3.25p per share is proposed. This dividend, based on the shares in issue at 26 February 2018, amounts to £1.7m which has not been reflected in these interim accounts and will be paid on 22 June 2018 to shareholders on the register on 25 May 2018. This dividend will be paid entirely as a PID.

5. Earnings per share

The calculation of basic earnings per share has been based on the profit for the period, divided by the number of shares in issue. The number of shares in issue during the period was 53,161,950 (2016: 53,161,950).

	Six months ended 31 December 2017		Six months ended 31 December 2016		Year ended 30 June 2017
	Earnings	Earnings    per share	Earnings	Earnings per share	Earnings	Earnings per share
	£000	Pence	£000	Pence	£000	Pence
Basic earnings and earnings per share	12,448	23.4	2,599	4.9	6,725	12.7
Valuation movement on investment properties	(5,269)	(9.9)	2,850	5.4	2,085	3.9
Reversal of impairment of car parking assets	(800)	(1.5)	(1,000)	(1.9)	(1,000)	(1.9)
Valuation movement on properties held in joint ventures	(1,147)	(2.2)	(154)	(0.3)	(471)	(0.9)
Profit on disposal of investment properties	(1,198)	(2.2)	(65)	(0.1)	(303)	(0.6)
EPRA earnings and earnings per share	4,034	7.6	4,230	8.0	7,036	13.2

The calculation of EPRA earnings per share has been based on the profit for the period, divided by the number of shares in issue throughout the period. It has been disclosed to demonstrate the effects of property disposal profits and losses, revaluation and impairment movements and other non-recurring items on earnings.

6. Tangible fixed assets

(a) Investment properties - property rental business

		Long
Freehold		leasehold	Development	Total
£000		£000	£000	£000
Valuation at 1 July 2016	273,010	22,701	29,602	325,313
Additions at cost	4,074	-	-	4,074
Other capital expenditure	12,174	40	8,260	20,474
Interest capitalised	176	-	235	411
Disposals	(18,596)	-	(2,675)	(21,271)
(Deficit)/surplus on revaluation	(6,444)	(132)	4,491	(2,085)
Transfers	12,612	-	(12,612)	-
Movement in tenant lease incentives	(145)	-	-	(145)
Valuation at 1 July 2017	276,861	22,609	27,301	326,771
Capital expenditure	1,057	41	72	1,170
Disposals	(6,316)	-	-	(6,316)
(Deficit)/surplus on revaluation	(2,968)	(41)	8,278	5,269
Movement in tenant lease incentives	1,962	-	-	1,962
Valuation at 31 December 2017	270,596	22,609	35,651	328,856

 (b) Freehold and leasehold properties - car park activities

Freehold		Leasehold	Total
£000		£000	£000
Valuation at 1 July 2016	2,000	19,075	21,075
Additions	-	498	498
Depreciation	-	(178)	(178)
Surplus on revaluation	-	100	100
Reversal of impairment	-	1,000	1,000
Valuation at 1 July 2017	2,000	20,495	22,495
Additions	-	2	2
Depreciation	-	(85)	(85)
Reversal of impairment	500	300	800
Valuation at 31 December 2017	2,500	20,712	23,212

The fair value of the Group's investment properties and freehold and leasehold properties has been determined principally by independent, appropriately qualified external valuers CBRE and Jones Lang LaSalle. The remainder of the Group's properties have been valued by the Property Director.

Valuations are performed bi-annually and are performed consistently across the Group's whole portfolio of properties. At each reporting date appropriately qualified employees verify all significant inputs and review computational outputs. The external valuers submit and present summary reports to the Property Director and the Board on the outcome of each valuation round.

Valuations take into account tenure, lease terms and structural condition. The inputs underlying the valuations include market rents or business profitability, incentives offered to tenants, forecast growth rates, market yields and discount rates and selling costs including stamp duty.

The development properties principally comprise land in Leeds and Manchester. These assets have been valued taking into account the income from car parking and the Property Director's assessment of their realisable value in their existing state and condition based on market evidence of comparable transactions.

Property valuations can be reconciled to the carrying value of the properties in the balance sheet as follows:

	Investment Properties	Freehold and Leasehold Properties	Total
	£000	£000	£000
Externally valued by CB Richard Ellis	200,125	-	200,125
Externally valued by Jones Lang LaSalle	126,645	16,150	142,795
Investment and development properties valued by the Property Director	927	-	927
Finance lease obligations capitalised	1,159	3,303	4,462
Leasehold improvements	-	3,759	3,759
At 31 December 2017	328,856	23,212	352,068

All investment properties measured at fair value in the consolidated balance sheet are categorised as level 3 in the fair value hierarchy as defined in IFRS13 as one or more inputs to the valuation are partly based on unobservable market data. In arriving at their valuation for each property (as in prior periods) both the independent valuers and the Property Director have used the actual rent passing and have also formed an opinion as to the two key unobservable inputs being the market rental for that property and the yield (i.e. the discount rate) which a potential purchaser would apply in arriving at the market value. Both these inputs are arrived at using market comparables for the type, location and condition of the property.

(c) Fixtures, equipment and motor vehicles

		Accumulated	Net book
	Cost	depreciation	value
	£000	£000	£000
At 1 July 2016	4,373	2,222	2,151
Additions	586	-	586
Disposals	(140)	(103)	(37)
Depreciation	-	728	(728)
At 1 July 2017	4,819	2,847	1,972
Additions	130	-	130
Disposals	(50)	(41)	(9)
Depreciation	-	378	(378)
At 31 December 2017	4,899	3,184	1,715

7. Goodwill

	Six months	Six months	Year
	ended	ended	ended
	31 December	31 December	30 June
	2017	2016	2017
	£000	£000	£000
At start and end of period	4,024	4,024	4,024

Goodwill represents the difference between the fair value of the consideration paid on the acquisitions of car park businesses and the fair value of the assets and liabilities acquired as part of these business combinations.

8. Investments in joint ventures

	Six months	Six months	Year
	ended	ended	ended
	31 December	31 December	30 June
	2017	2016	2017
	£000	£000	£000
Interest in joint ventures
At start of period	27,852	25,093	25,093
Additions	6,994	750	4,250
Disposal of joint venture interest	-	-	(1,800)
Dividends and other distributions received in the year	(206)	(321)	(1,033)
Share of profits after tax	1,513	545	1,342
At end of period	36,153	26,067	27,852

Investments in joint ventures primary relates to the Group's interest in the partnership capital of Merrion House LLP. The investment property held within this partnership has been externally valued by CBRE at each reporting date.

9. Called up equity share capital

Authorised

164,879,000 (30 June 2017: 164,879,000) ordinary shares of 25p each.

Issued and fully paid		Number of shares	Nominal value
		000	£000
At 1 July and 31 December 2017		53,162	13,290

10. Cash flows from operating activities

	Six months	Six months	Year
	ended	ended	ended
	31 December	31 December	30 June
	2017	2016	2017
	£000	£000	£000
Profit for the period	12,448	2,599	6,725
Adjustments for:
Depreciation	464	445	905
Profit on disposal of fixed assets	-	(8)	(23)
Profit on disposal of investment properties	(1,198)	(65)	(303)
Finance costs	3,859	3,766	7,639
Share of joint venture profits after tax	(1,513)	(545)	(1,342)
Movement in revaluation of investment properties	(5,269)	2,850	2,085
Movement in lease incentives	(1,962)	153	145
Reversal of impairment of car parking assets	(800)	(1,000)	(1,000)
Decrease in receivables	154	3,990	4,192
Increase/(decrease) in payables	2,205	(1,417)	(864)
Cash generated from operations	8,388	10,768	18,159

11. Net asset value per share

Net asset value per share is calculated as the net assets of the Group attributable to shareholders at each balance sheet date, divided by the number of shares in issue at that date.

	Six months	Six months	Year
	ended	ended	ended
	31 December	31 December	30 June
	2017	2016	2017
Net asset value (£'000)	199,289	188,470	191,078
Number of ordinary shares in issue	53,161,950	53,161,950	53,161,950
Net asset value per share (pence)	375p	355p	359p

12. Related party information

There have been no material changes in the related party transactions described in the 2017 Accounts.

INDEPENDENT REVIEW REPORT TO TOWN CENTRE SECURITIES PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 December 2017 which comprises the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Consolidated Statement of Changes in Equity, Consolidated Cash Flow Statement and related notes.

We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Directors' responsibilities

The half-yearly financial report is the responsibility of and has been approved by the Directors.  The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.  The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, ''Interim Financial Reporting'', as adopted by the European Union.

Our responsibility

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

Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting its responsibilities in respect of half-yearly financial reporting in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

Scope of review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 December 2017 is not prepared, in all material respects, in accordance with International Accounting Standard 34, as adopted by the European Union, and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

BDO LLP

Chartered Accountants

United Kingdom

26 February 2018

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

 

END

 

 

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