16 March 2022

 

TOWN CENTRE SECURITIES PLC

('TCS' or the 'Company')

 

Half year results for the six months ended 31 December 2021

 

 

Town Centre Securities PLC, the Leeds, Manchester, Scotland, and London property investment, development, hotel and car parking company, today announces its results for the six months ended 31 December 2021.

 

Financial performance

·    Net assets:

o  Like for like portfolio valuation up 2.4% from June 2021

o  Statutory net assets of £165.1m or 313p per share up 6.2% (FY21: £155.4m, 292p). EPRA net tangible assets ('NTA')^$ measure at £160.7m or 305p per share (FY21 equivalent: £151.0m, 284p)

·    Profit and earnings per share (HY21 comparatives significantly affected by an estimated £3.2m COVID-19 impact):

o  Statutory profit before tax of £10.5m (HY21: loss of £3.5m) and statutory earnings per share of 19.8p (HY21: loss of 6.6p)

o  EPRA Earnings^$ before tax of £2.6m (HY21: £0.0m)

o  EPRA earnings per share^$ of 5.0p (HY21: 0.0p)

·    Shareholder returns:

o  Interim dividend of 2.5p (HY21: 1.75p) reflecting the strong bounce back in earnings

o  Earnings and NAV enhancing share buy back commenced in 2021 and continued in 2022 (631,351 shares bought back up to 11 February 2022)

 

Protecting shareholder value whilst continuing to reset and reinvigorate the business for the future 

 

We have made meaningful progress in resetting and reinvigorating the business in the past six months. Progress delivered under the four key strategic initiatives is as follows:

 

Actively managing our assets

·    The proportion of retail and leisure assets in the portfolio has reduced to 30% from 40% in June 2020, and down from 60% in 2016, following the sale of over £80m of assets since March 2020

·    Pure retail now represents only 22% of the total portfolio of which 53% is in the resilient Merrion Estate

·    34 new lettings and lease renewals across the Group's portfolio in the period

·    Only one tenant entered into a CVA during the period reflecting our resilient tenant portfolio

 

Maximising available capital

·    Three properties sold during the six months (in Harrogate, Leeds and London)

o  aggregate proceeds of £22.5m crystalising a profit on disposal of £1.2m

o  three further properties sold in the first quarter of 2022 at prices in aggregate above book value (two of which were categorised as assets held for sale on the balance sheet of the Company at 31 December 2021) for a total consideration of £15m

·    Loan to value headroom over our bank facilities of £7.9m based on 31 December 2021 borrowings and valuations, rising to over £21m following the three sales made after the period end and the inclusion of the Hampstead property within the banking security pool

·    Loan to value* reduced to 50.0% (FY21 equivalent 51.3%). Following the above three further sales this reduces to 47.7%

·    Following the period end, we have agreed to buy back for cancellation £3.4m of our £99.5m 2031 5.375% debenture stock for a total consideration of £3.74m including accrued interest, helping to reduce  debt and average interest

 

Acquiring and improving investment assets to diversify our portfolio

·    Completed during the period the £7m acquisition of 58-62 Heath Street, Hampstead, London, a prime mixed-use property

·    Opportunity to redevelop, repurpose and modernise our Wade House office (having been vacated by StepChange Debt Charity), the third of our four Merrion Estate offices, a potentially valuable opportunity given the level of new development in the surrounding area

 

Investing in our development pipeline

·    Our development pipeline, with an estimated GDV of over £600m, is a valuable and strategic point of difference which we continue to progress and improve

 

^$ Additional EPRA measures are described in greater detail further on in these half year results with EPRA earnings and earnings per shares detailed, defined and reconciled within note 5 of these half year results

 

* Loan to value is calculated as the amount of financial liabilities less cash and cash equivalents (including overdrafts) as a percentage of total assets less cash and cash equivalents

 

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

 

"We have seen a good recovery across all three segments of the business in the past six months with good momentum continuing into the early part of 2022. We also believe today's results evidence the  success of our new strategic direction, to reset and reinvigorate the business for the future."

"Our level of rent receipts has been resilient throughout the Covid-19 period, and has now recovered back to pre-pandemic levels, an indicator of the diversified strength of our property portfolio, combined with the relative strength of, and our long-term relationships with, our tenants."

"Our shareholder returns initiatives have been bolstered by continuing property sales, and by our confidence in the potential of, and progress within, our £600m development pipeline."

"Over the coming months the effect the Ukraine conflict will have on the wider economy will hopefully become clearer. The impact of inflationary pressures on our business will include changes to consumer spending, increased property and other expenses, increased construction costs and rent affordability for tenants."

"Notwithstanding the macro-economic and geopolitical environment, we remain committed to delivering on our accelerated four pillar strategy of: actively managing our assets, maximising available capital, investing in our development pipeline and acquiring and improving investment assets to diversify our portfolio."

-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

Stewart MacNeill, Group Finance Director       

 

MHP Communications                                                                                                             020 3128 8572

Reg Hoare / Matthew Taylor / Pauline Guenot                                                                       [email protected]
 

Chairman and Chief Executive's Statement

Resetting and reinvigorating the business for the future

We have seen a good recovery across all three segments of the business in the past six months and are hopeful this will continue. We believe the first half results evidence the success of our new strategic direction, to reset and reinvigorate the business for the future. Our aim is to create a business that:

-      Has lower levels of absolute debt and leverage

-      Is diversified with a much-reduced level of retail property

-      Is diversified with a capital light, profitable car park business

-      Has rebased and has significant growth opportunities as a result of our valuable development pipeline and asset management opportunities

During the six months three further properties have been sold; two of which were secured within the Company's debenture facility and as such the majority of the proceeds have been ring-fenced within the security pool of the debenture. We are currently exploring a number of ways to unlock these funds, primarily through the substitution of other properties into the security pool.

Our level of rent receipts within the property business has been resilient throughout the Covid-19 period and has now recovered back to pre-pandemic levels. This is an indicator of the diversified strength of our property portfolio, the relative strength of the majority of our tenants, and most importantly, the quality of relationships built with tenants over the long-term.

 

Rent Collections as at 10 March 2022:

		March 20 - December 21*	%	Latest Quarter**	%	Cumulative	%
Total billed		£42.0m		£4.6m		£46.6m
Total collected		£39.1m	93%	£4.5m	99%	£43.6m	94%
Agreed to be deferred***		£0.1m	0%	£0.0m	0%	£0.1m	0%
Agreed total		£39.2m	93%	£4.5m	99%	£43.7m	94%

*English & Scottish quarters, and monthly billings (collections from 25 March 2020)

**English quarter (collections due on 29 December and 1 January)

*** Agreed to be deferred and still outstanding

 

As highlighted as part of our FY21 year end results we have continued the execution of our detailed strategic and operational plan which includes:

-      Accelerating our asset disposal programme rapidly and reducing the size of our retail portfolio. Since the start of the COVID-19 pandemic, we have now sold over £80m of assets, the majority of which has been retail

-      Working closely with all our tenants to support wherever we can, agreeing to share the financial cost of closure where appropriate and doing our best to ensure that following the disruption as many of our tenants as possible are able to bounce back strongly

-      Supporting our employees, where home working has been necessary, and where employees and their families have been impacted either directly by the virus or by associated consequences of it

 

 

Results

The statutory profit for the six months ended 31 December 2021 was £10.5m (HY21: loss of £3.5m) giving earnings per share of 19.8p (HY21: loss per share of 6.6p). The key drivers for this profit were the valuation gains on investment properties of £6.4m and the recovery seen across each of the property, car park and hotel segments of the business. Highlighting the diversified and intensively managed nature of our assets, the like for like portfolio increased in value by 2.4%.

EPRA earnings for the six months ended 31 December 2021 were £2.6m (HY21: £0.0m) giving EPRA earnings per share of 5.0p (HY21: 0.0p). The improvement reflects the recoveries seen in both our car park and hotel operations, in addition to the resilience of the rental collections.

Statutory Net Assets of £165.1m (30 June 2021: £155.4m) increased by 6.2% from the year end. Net assets per share increased to 313p (30 June 2021: 292p).

EPRA Net Tangible Assets (EPRA NTA); which in the case of TCS reduces statutory net assets by the £4.4m of reported Goodwill, for the half year is £160.7m compared to £151.0m at FY21, up 6.4%. EPRA NTA per share is 305p (FY21 comparable 284p). The full breakdown of the EPRA net asset measures are detailed later.

Borrowings

Net borrowings, which includes lease liabilities, have increased marginally by 0.3% over the six months from £175.6m to £176.1m.

Our loan to value level reduced 130 bps from the June year end to 50.0%. Following the three property disposals after the year end, this has reduced further to 47.7%.

On 14 March 2022 the Company agreed to buyback for cancellation £3.4m of its £99.5m 2031 5.375% debenture stock. This will result in an additional one-off finance cost of £0.3m in the remaining six months of FY22.

Dividends

An interim dividend of 2.5p per share (HY21 1.75p) will be paid on the 24 June 2022 to shareholders registered on 20 May 2022; a property income distribution amounting to £1.3m in total. The final dividend for 2021 of 1.75p was paid on the 21 January 2022.

It is pleasing to note that we have increased the interim dividend, which reflects the recovery of our car parks and hotel and also the strengthening of the balance sheet following the assets sales completed - and that it represents 50% of EPRA earnings.

We hope to return to paying a higher dividend in the coming years, however with the general economic uncertainty we cannot guarantee this. It is also worth noting that our traditional approach of paying a relatively smaller interim dividend followed by a larger final dividend may also change.

Portfolio Performance

The value of investment properties, developments, joint ventures and car parks at the half-year stood at £314.8m (June 2021: £322.1m) both taking into account assets held for sale.

On a like for like basis the whole portfolio increased in value by 2.4% since June (FY21: 0.3% increase) accounting for a £6.4m like for like increase in value (investment, development, car park and joint venture assets).

The results of the latest valuation continue to highlight three key factors that differentiate our portfolio:

-      The resilience of our portfolio; its diversified regional nature, strong loyal tenants, and the reducing exposure to retail and leisure

-      The strength of our asset management and capital investment activities adding value and further growth potential

-      The growing potential in our significant development pipeline

The proportion of retail and leisure assets within the portfolio has further reduced to 30%, down from 40% in June 2020, and of that, pure retail represents only 21% of the overall portfolio. The retail and leisure element of the Merrion Estate represents 53% of all retail and leisure, and it was pleasing to see its value rebound since June. Our focus on convenience, discount and grocery retailing as well as our heritage of forming long term supportive relationships with our tenants are key attributes to preserving value.

Our development pipeline value increased by £1.0m or 2.4% driven by the result of rising market value in the underlying land.

	Passing rent	ERV		Value	% of portfolio	Valuation incr/(decr)		Initial yield	Reversionary yield
Retail & Leisure	1.5	2.0		24.7	8%	0.3%		5.7%	7.5%
Merrion Centre (ex offices)	4.7	5.5		58.6	18%	2.3%		7.6%	8.8%
Offices	4.4	6.4		91.7	28%	0.7%		4.6%	6.6%
Hotels	0.5	1.0		9.0	3%	4.6%		5.2%	9.9%
Out of town retail	1.0	1.2		14.5	5%	0.0%		6.7%	7.5%
Distribution	0.5	0.5		10.0	3%	54.0%		4.5%	5.1%
Residential	1.5	1.5		20.9	6%	1.9%		6.9%	6.9%
	14.2	18.0		229.4	71%	2.9%		5.8%	7.4%
Development property				42.6	13%	2.4%
Car parks				49.9	16%	-1.0%
Portfolio				321.9	100%	2.4%

 

The following table reconciles the above table to that set out in Note 6.

				HY22
				£m
Portfolio as per Note 6				286.1
50% Share in Merrion House				36.1
50% Share in Burlington House				11.5
Goodwill - Car Parks - Property Specific only				4.0
Assets Held for Sale				11.5
Less - IFRS 16 Right-of-Use Car Parks				(27.3)
As per the table above				321.9

 

Note - the IFRS 16 Right-of-Use car parks (£27.3m) are excluded in the portfolio analysis above as the Directors do not believe it is appropriate to include these assets where there is less than 50 years remaining on their lease and the Group does not have full control over them.

Maximising available capital

In the past six months we have continued our non-core asset disposal programme. Between July and December 2021, we have sold three properties for a total consideration of £22.5m.

The properties disposed of included:

-      Our Premier Inn hotel investment in Leeds

-      All of our retail interest in Harrogate

-      An office building in Duke Street, London

The sales were in aggregate £1.2m above the 30 June 2021 book values of these properties. The proceeds from the sale of Duke Street were used to repay debt, whilst the proceeds for the sale of the other two properties are currently within the debenture security pool. As at 31 December 2021 the total amount of funds secured against the debenture security pool was £18.705m (30 June 2021: £1.225m), as these funds are ring fenced and not immediately available to the Group they are included within Trade and other receivables.

Three further assets were sold after the period end, again marginally above the 31 December 2021 valuation, and we continue to market a number of other retail properties and intend to complete further non-core sales over the coming months. The proceeds from these sales have been used in part to repay bank borrowings.

Net borrowings at 31 December 2021 were £176.1m (30 June 2021: £175.6m). The Loan to value (LTV) ratio is 50.0% (30 June 2021: 51.3%).  LTV is calculated as total assets (less cash) as a percentage of net borrowings. Headroom at 31 December 2021 was £7.9m (FY21: £12.8m).

The total borrowings comprise of £99.4m (net of £0.1m unamortised lease incentives) of 5.375% First Mortgage Debenture Stock 2031, £47.2m of bank debt and £29.1m of lease liabilities. There were a further £47.8m of undrawn revolving credit facilities at the half-year.

As mentioned previously, after the period end we agreed to buyback for cancellation £3.4m of our debenture stock, reducing the nominal value outstanding to £96.1m. Assuming we have surplus funds, we would look to buyback further amounts of what is our most expensive borrowings.

Actively managing our assets

We have completed or renewed 34 leases in the period. This letting activity has been across the entire portfolio, with a broad mix ranging from small independent retailers up to the large national multiples, especially within the Merrion Centre and in our two key offices investments in Manchester (Carvers Warehouse and Ducie House). It is particularly encouraging to see more tenants wanting to both extend their lease terms and/or expand their demises: where we can, we will always look accommodate this demand.

The proportion of retail and leisure assets in the portfolio has reduced to 30% from 40% in June 2020, and down from 60% in 2016. Pure retail now represents only 22% of the total portfolio, of which 53% is in the resilient Merrion Estate.

 

Acquiring investment assets

Heath Street, Hampstead

We have acquired for £7.0m a 12,600 sq.ft mixed-use property, located in a prime retail pitch adjacent to Hampstead tube station, which currently comprises four multi-level units let to Wagamama, Knight Frank and Cass Arts - a London based arts and craft retailer. Following the period end we have secured a letting for the final vacant unit with a national operator.

A 34-space basement level car park, prime office space on the first to third floors and eleven residential dwellings also form part of the scheme that was originally designed by influential architect, Ted Levy.

This strategic purchase forms part of our ongoing strategy to continue to diversify their portfolio and generate long term capital growth. 

Investing in our development pipeline

TCS owns a significant development pipeline which gives the Company a clear and material opportunity for future growth. The current pipeline has an estimated gross development value (GDV) of over £600m, with the majority of the developments already being part of the relevant local government approved strategic planning frameworks or actually in possession of detailed planning permission.

We take a conservative approach to development to ensure we never over-commit ourselves, which has proven crucial following the COVID-19 crisis. Alongside this, the Company has a successful track record in obtaining planning and delivering strategic developments. In the last five years, the Company has delivered Merrion House office, let to Leeds City Council, two new hotels in Leeds, and the Burlington House PRS scheme in Manchester. In addition, over that time frame, we have secured planning permission for a 17-storey office tower above the Merrion Estate and at Eider House, our second BTR scheme in Manchester.

It is expected that Eider House will constitute our next development and having carried out works in January 2021 to implement the planning consent, we are currently redesigning the scheme to deliver an evolution and complimentary development to relate to the successful Burlington House situated opposite.

The key components of the development pipeline include:

·    Piccadilly Basin, Manchester. Mixed residential, commercial, and car-parking with a total estimated GDV of circa £300m

·    Whitehall Riverside, Leeds. Office, car-parking, and potentially leisure provision with a total estimated GDV of over £200m

·    Merrion Estate, Leeds. Office and residential towers with a total estimated GDV of over £100m

Piccadilly Basin

We have sold (subject to detailed planning) a part of our Piccadilly Basin development site to the Select Property Group, it is expected that this sale will be unconditional during Summer of 2022.

 

Whitehall Riverside

We are working with a partner to bring forward a new masterplan which will provide a unique, riverside mixed-use scheme in one of the city's most strategic locations just three minutes' walk from Leeds train station.

Plans have been submitted to Leeds City Council for a development comprising 215,000 sq. ft. of grade A office space across two buildings, a 478 space CitiPark multi-storey car park and travel hub, and a 108 key aparthotel.

A separate, detailed planning application is proposed by Glenbrook for up to 532 apartments across two buildings of 15 and 18 stories with ground floor commercial units. The proposals include extensive residents' amenities split across the ground floor and mezzanine with terrace garden overlooking the River Aire.

New landscaping and public realm will improve connectivity to, and further complement the existing riverside environment with a series of interlinked pedestrian and cycling routes to support health and well-being whilst also attracting new residents and visitors to the scheme.

The new Whitehall Riverside proposals offer a revitalised masterplan relevant for the demand of today designed with flexibility in mind to adapt to the changing requirements of workspace, residential, electric vehicles and visitor economy.

Merrion Estate

The Arena Quarter, where the Merrion Estate is located, has been transformed in recent years with the development of the first direct Arena and substantial investment by Leeds' two largest universities, a brand-new Head Office for Leeds City Council and further investment in hotels, leisure units and over 8,000 new residential and student residential units. These new developments, on and adjacent to the Merrion Estate, including the tallest building in Leeds (IQ Altus), have transformed the area.

This now presents the Company with an opportunity to redevelop or refurbish Wade House on the back of the new demand. Wade House represents the last of the four main office buildings that form part of the Merrion Estate, and one that is now in need of investment. Having already redeveloped Town Centre House and Merrion House, it is time to improve Wade House. We have received speculative interest in the building and have been working up various plans for some time. We are in detailed discussions with potential partners and are confident in delivering on this new opportunity.

CitiPark recovering well, capital light growth continuing with a further acquisition

Car park occupancy levels have recovered well in the first five months of the period, although this recovery was temporarily stalled with the Omicron variant and government advice to work from home at the end of 2021. Across our portfolio we are however seeing some regional variances in the strength of this recovery; for example Leeds, where our car parks are more reliant on office workers,  the recovery is slower than compared to our Manchester and London car parks.

As a business we are continuing to look at ways to innovate further through technology as well as looking at alternative uses for under-utilised space within our existing car parks. Although a small part of the current business, our CitiCharge division is growing and we are pleased to announce that the installation of 34 EV charging bays (including an option to increase to 82) with the Warwickshire NHS Trust has been completed and these have now been fully commissioned and are available to NHS staff.

We have continued the expansion of the enforcement business with a further acquisition in the period. Our previous acquisitions have shown steady revenue growth and are  proving to be good investments, although the proposed parking bill, when it is formally brought in,  will have an impact on revenue for the non-residential car parks enforced.

ESG and business responsibility

 

Building on the success of previous initiatives, including the interaction with local communities, the solar farms and the roll-out of EV charging facilities, the Company continues to look at both macro and micro ways to improve the responsibility of the business. Examples in the current period range from the phasing out of traditional business cards and implementing a QR code approach, updating the 'work from home' policy for all employees to the larger continual programme of improving the EPC performance of the Company's property portfolio.

 

In addition, the Company is implementing a policy of measuring and benchmarking the social benefit of future decisions, primarily in relation to any future development contracts.

Share buy back programmes

We launched a share buy back programme in June 2021, reflecting the Board's belief that share buybacks are an appropriate means of returning value, whilst maximising sustainable long term growth for shareholders, given the enhancement to NAV and earnings per share that results from reducing the number of shares in issue. This is particularly the case given the significant discount that the Company's shares trade at relative to its reported net asset value, and reflects the highly successful share buy-back programme the company undertook in the early 2000's, which significantly enhanced shareholder returns in subsequent years.

During the period, a total of 386,973 shares were purchased as part of this programme, returning £533,271 to shareholders.

On 6 January 2022, a new share buy back programme was launched which ran until 11 February 2022, during which time a total of 244,378 shares were purchased, returning £385,206 to shareholders.

Outlook

The recovery seen in the six months ended 31 December 2021 is continuing into the opening months of 2022. Rent collections remain robust with 99% of the amounts invoiced at the last quarter date now collected. Our programme of non-core asset disposals has continued and we are now looking at investment acquisitions and bringing forward sections of our development pipeline.

Our car parks are continuing to recover and we are hoping to build on this momentum as we move through 2022. One of the key challenges will be around the ever-evolving way people work. For the CitiPark branches that are more reliant on office workers, we expect the recovery to be slower.

 

The ibis Styles Leeds City Centre Arena hotel has recovered well, mainly due to the significant increase in demand for UK staycations. We are expecting this demand to be tempered as more people look to travel overseas, however as the midweek corporate market rebounds, we do not envisage a significant drop in average occupancy.

 

Both the car park and hotel businesses were temporarily impacted by the Omicron variant in both December 2021 and January 2022 (which historically are always quieter months). It is now reassuring to see the recovery recommencing from February 2022.

 

Overall, we remain committed to delivering on our accelerated four pillar strategy of: actively managing our assets, maximising available capital, investing in our development pipeline and acquiring and improving investment assets to diversify our portfolio.

Russia-Ukraine Conflict

We continue to wake up to the horrifying news and the potential impact of the Russia-Ukraine conflict. The Company does not have any direct exposure in any of its business segments to either of these countries, nor from the conflict itself. This situation will clearly have an impact on the world economy over the coming months and years, an economy that has yet to fully recover from the COVID-19 pandemic.

We are already starting to see inflationary pressures coming through and this will be exacerbated as a result of this conflict and over the coming months the impact on consumer spending, property and other expenses, construction costs and rental levels should become clearer.

 

EPRA Net Asset reporting

The below table reconciles IFRS net assets to Net Tangible Assets (NTA), and the other EPRA measures.

There are three EPRA Net Asset Valuation metrics, namely EPRA Net Reinstatement Value (NRV), EPRA Net Tangible Assets (NTA) and EPRA Net Disposal Value (NDV). The EPRA NRV scenario, aims to represent the value required to rebuild the entity and assumes that no selling of assets takes place. The EPRA NTA is focused on reflecting a company's tangible assets. EPRA NDV aims to represent the shareholders' value under an orderly sale of business, where, for example, financial instruments are calculated to the full extent of their liability. All three NAV metrics share the same starting point, namely IFRS Equity attributable to shareholders.

		HY22	FY21		HY22	FY21
		£m	£m		p per share	p per share
IFRS reported NAV		165.1	155.4		313	292
Purchasers Costs1		20.2	21.1
EPRA Net Reinstatement Value		185.3	176.5		351	337
Remove Purchasers Costs		(20.2)	(21.1)
Remove Goodwill2		(4.4)	(4.4)
EPRA Net Tangible Assets		160.7	151.0		305	284
Fair value of fixed interest rate debt3		(7.9)	(10.2)
EPRA Net Disposal Value		152.8	140.8		290	265

 

¹Estimated purchasers' costs including fees and stamp duty and related taxes

²Removal of goodwill as per the IFRS Balance Sheet - relates predominantly to goodwill paid to acquire two long term car park leaseholds in London

³Represents the adjustment to fair value (market price) of the 2031 5.375% debenture

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 48 of its annual report and accounts 2021 the principal risks and uncertainties that could impact its performance; these remain largely 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.

The key underlying risks facing the business continue to relate to tenant strength, particularly in the retail arena, portfolio valuation and the related funding headroom which is driven by portfolio valuation. Systems risk related to the increasing level of cyber security threats and GDPR risk and the need to carefully control the use of personal data continue to demand vigilance from all staff.

TCS continues to operate in a conservative manner with processes and procedures in place to ensure risk management is central to all business planning and decision making. These processes and procedures remain as detailed in the 2021 annual report.

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 DL                                         Stewart MacNeill

Chairman and Chief Executive                    Group Finance Director

15 March 2021

 

 

 

Consolidated condensed income statement

for the six months ended 31 December 2021

		Six months	Six months	Year
		ended	ended	ended
		31 December	31 December	30 June
		2021	2020	2021
		Unaudited	Unaudited and restated	Audited
Notes		£000	£000	£000
Gross revenue (excl. service charge income)		12,939	10,436	18,703
Service charge income		1,415	1,301	2,726
Gross revenue		14,354	11,737	21,429
Provision for impairment of debtors		392	(22)	788
Service charge expenses		(2,154)	(1,808)	(3,656)
Property expenses		(4,929)	(3,872)	(7,489)
Net revenue		7,663	6,035	11,072
Administrative expenses		(2,953)	(2,780)	(5,585)
Other income		1,302	462	1,989
Impairment of car parking assets	6	(340)	(496)	(111)
Reversal of impairment of hotel assets	6	121	-	-
Valuation movement on investment properties	6	6,433	(3,146)	63
Profit/(loss) on disposal of investment properties		1,194	(1,100)	(2,320)
Share of post tax profits from joint ventures	8	924	1,787	2,461
Operating profit		14,344	762	7,569
Finance costs	3	(3,880)	(4,293)	(8,145)
Profit/(loss) before taxation		10,464	(3,531)	(576)
Taxation		-	-	-
Profit/(loss) for the period		10,464	(3,531)	(576)
All losses for the period are attributable to equity shareholders.
Earnings per share	5
Basic and Diluted		19.8p	(6.6p)	(1.1p)
EPRA (non-GAAP measure)		5.0p	0.0p	0.6p

 

Consolidated statement of comprehensive income

for the six months ended 31 December 2021

Six months		Six months	Year
ended		ended	ended
31 December		31 December	30 June
2021		2020	2021
Unaudited		Unaudited and restated	Audited
£000		£000	£000
Profit/(loss) for the period	10,464	(3,531)	(576)
Items that will not be subsequently reclassified to profit or loss
Revaluation gains on hotel assets	400	-	-
Revaluation gains on other investments	213	930	2,795
Total other comprehensive income	613	930	2,795
Total comprehensive income/(loss) for the period	11,077	(2,601)	2,219

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 condensed balance sheet

as at 31 December 2021

		31 December	31 December	30 June
		2021	2020	2021
		Unaudited	Unaudited and restated	Audited
Notes		£000	£000	£000
Non-current assets
Property rental
Investment properties	6	203,870	233,904	218,909
Investments in joint ventures	8	17,136	15,538	16,212
		221,006	249,442	235,121
Car park activities
Freehold and right of use properties	6	73,213	75,086	74,502
Goodwill and intangible assets	7	4,996	4,144	4,841
		78,209	79,230	79,343
Hotel operations
Freehold properties	6	9,030	-	8,630
		9,030	-	8,630
Fixtures, equipment and motor vehicles	6	928	1,058	955
Investments	9	9,367	7,352	9,217
Total non-current assets		318,540	337,082	333,266
Current assets
Assets held for sale		11,515	-	3,850
Trade and other receivables                                                  10		22,343	5,121	5,311
Cash and cash equivalents		18,157	17,842	21,670
Total current assets		52,015	22,963	30,831
Total assets		370,555	360,045	364,097
Current liabilities
Trade and other payables		(11,247)	(12,849)	(11,499)
Financial liabilities                                                                  11		(55,144)	(49,284)	(63,373)
Total current liabilities		(66,391)	(62,133)	(74,872)
Non-current liabilities
Financial liabilities                                                                  11		(139,112)	(146,365)	(133,830)
Total liabilities		(205,503)	(208,498)	(208,702)
Net assets		165,052	151,547	155,395
Equity attributable to owners of the Parent
Called up share capital	12	13,193	13,290	13,282
Share premium account		200	200	200
Capital redemption reserve		656	559	567
Revaluation reserve		500	500	500
Retained earnings		150,503	136,998	140,846
Total equity		165,052	151,547	155,395
Net asset value per share	14	313p	285p	292p

 

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

Consolidated condensed statement of changes in equity

for the six months ended 31 December 2021

		Share	Capital
Share		premium	redemption	Revaluation	Retained	Total
capital		account	reserve	Reserve	earnings	equity
£000		£000	£000	£000	£000	£000
Balance at 1 July 2020	13,290	200	559	500	140,529	155,078
Comprehensive income/(loss) for the year
Loss for the period	-	-	-	-	(3,531)	(3,531)
Other comprehensive income	-	-	-	-	930	930
Total comprehensive income for the period	-	-	-	-	(2,601)	(2,601)
Contributions by and distributions to owners
Dividends relating to the year ended 30 June 2020	-	-	-	-	(930)	(930)
Balance at 31 December 2020	13,290	200	559	500	136,998	151,547
Balance at 1 July 2021	13,282	200	567	500	140,846	155,395
Comprehensive income for the year
Profit for the period	-	-	-	-	10,464	10,464
Other comprehensive income	-	-	-	-	613	613
Total comprehensive loss for the period	-	-	-	-	11,077	11,077
Contributions by and distributions to owners
Arising on purchase and cancellation of own shares	(89)	-	89	-	(496)	(496)
Dividends relating to the year ended 30 June 2021	-	-	-	-	(924)	(924)
Balance at 31 December 2021	13,193	200	656	500	150,503	165,052

 

 

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

  

Consolidated condensed cash flow statement

for the six months ended 31 December 2021

 

		Six months ended		Six months ended		Year ended
		31 December 2021		31 December 2020		30 June 2021
		Unaudited		Unaudited		Audited
	Notes	£000	£000	£000	£000	£000	£000
Cash flows from operating activities
Cash generated from operations	13	6,551		2,329		4,644
Interest paid		(3,274)		(3,523)		(6,920)
Net cash generated from/(used in) operating activities			3,277		(1,194)		(2,276)
Cash flows from investing activities
Purchases and construction of investment properties		(7,424)		-		-
Refurbishment of investment properties		(590)		(2,033)		(2,637)
Purchases of fixtures, equipment and motor vehicles		(102)		(126)		(198)
Proceeds from sale of investment properties		5,044		40,789		48,049
Payments for business acquisitions		(189)		-		(874)
Acquisition of non-listed investments		-		(258)		(258)
Net cash (used in)/generated from investing activities			(3,261)		38,372		44,082
Cash flows from financing activities
Proceeds from borrowings		4,086		-		4,000
Repayment of borrowings		(3,721)		(36,174)		(44,091)
Principle element of lease payments		(824)		(820)		(1,659)
Re-purchase of own shares		(496)		-		-
Dividends paid to shareholders		-		-		(1,860)
Net cash used in financing activities			(955)		(36,994)		(43,610)
Net (decrease)/increase in cash and cash equivalents			(939)		184		(1,804)
Cash and cash equivalents at beginning of period			557		2,361		2,361
Cash and cash equivalents at end of period			(382)		2,545		557
Cash and cash equivalents at the year-end are comprised of the following:
Cash balances			18,157		17,841		21,670
Overdrawn balances			(18,539)		(15,296)		(21,113)
			(382)		2,545		557

 

The Consolidated Cash Flow Statement should be read in conjunction with Note 13.

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 14 March 2022.

The comparative financial information for the year ended 30 June 2021 in this half-yearly report does not constitute statutory accounts for that year as defined in section 434 of the Companies Act 2006. The statutory accounts for the year ended 30 June 2021 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", in accordance with UK adopted international accounting standards. 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 2021. The financial information for the six months ended 31 December 2021 and 31 December 2020 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.

In the current environment, the directors consider the revenue to be of particular importance and therefore we set out below our revenue policy in respect of rental income:

Rental income

Revenue includes rental income net of VAT.

Most of the Group's rental income is billed either monthly or quarterly in advance. A receivable and deferred income is recognised at the date payment is due providing the Directors consider the amount to be collectible. The Covid-19 pandemic has increased the level of uncertainty as to whether amounts will be collectible for some leases and as such no receivable (or a reduced receivable) has been recognised in the current and prior year where amounts have been billed and are due for payment if payment is not considered probable. If the Directors consider an unrecognised amount is collectible subsequent to its due date, then the receivable is recognised at that date.

Rent receivables recognised are subject to impairment (refer to the Trade and Other Related Party receivables policy above).

Any lease incentives are spread on a straight-line basis across the period of the lease.

Rental income is recognised as revenue (to the extent it is considered collectible) as follows:

i)          Fixed rental income is recognised on a straight-line basis over the term of the lease;

ii)          turnover rents are based on underlying turnover and are recognised in the period to which the turnover relates;

iii)         rent reviews are recognised in the period to which they relate providing they have been agreed or otherwise on agreement; and

iv)         Where rent concessions have been granted that reduce the payments due under a lease in future periods the total revised consideration (plus any prepaid or accrued lease payments) is spread over the remaining lease term from the date the concession is granted.

Use of estimates and judgements

There have been no changes in the method of applying appropriate accounting estimates in the period.  Any difference between the receivables previously recognised and the cash subsequently collected has been disclosed in the income statement. There have been no other estimates of amounts reported in prior periods which have a material impact on the current half year period.

Going concern

The financial information for the six months ended 31 December 2021 have been prepared on a going concern basis. In light of the recent COVID-19 pandemic and recovery the Directors have considered various downside scenarios to the Group's financial forecasts in assessing its ability to continue as a going concern. Despite the negative economic impacts and the uncertainty in respect of the timeline for recovery, the scenarios reviewed confirm the appropriateness of preparing these financial statements on a going concern basis. The Group is currently in compliance with all of its covenants. The most material risk concerns the impact of the COVID-19 pandemic on the valuation of the property portfolio and our ability to meet gearing covenants, although the Group does have potential mitigants at its disposal to address these uncertainties which include, but are not limited to, further disposals of assets, pledging as additional security ungeared properties currently valued at £11.7m million at 31 December 2021 and seeking lender consent to an extension of financial covenant waivers to cover extended periods of disruption.

 

 

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. The board has determined the operating segments based on these reports.

Segmental assets

31 December		31 December	30 June
2021		2020	2021
£000		£000	£000
Property rental	287,980	272,629	275,661
Car park activities	73,545	78,788	79,658
Hotel operations	9,030	8,630	8,778
Total assets	370,555	360,047	364,097

 

Segmental results

		Six months ended 31 December 2021						Six months ended  31 December 2020
	Property		Car park	Hotel		Property			Car park	Hotel
	rental		activities	operations	Total	rental			activities	operations	Total
	£000		£000	£000	£000	£000			£000	£000	£000
Gross revenue (excl. service charge income)	5,763		5,733	1,443	12,939	6,573			3,504	359	10,436
Service charge income	1,415		-	-	1,415	1,301			-	-	1,301
Gross revenue	7,178		5,733	1,443	14,354	7,874			3,504	359	11,737
Provision for impairment of debtors	392		-	-	392	(22)			-	-	(22)
Service charge expenses	(2,154)		-	-	(2,154)	(1,808)			-	-	(1,808)
Property expenses	(454)		(3,318)	(1,157)	(4,929)	(607)			(2,802)	(463)	(3,872)
Net revenue	4,962		2,415	286	7,663	5,437			702	(104)	6,035
Administrative expenses	(2,422)		(531)	-	(2,953)	(2,229)			(551)	-	(2,780)
Other income	1,302		-	-	1,302	462			-	-	462
Share of post tax profits from joint ventures	494		-	-	494	477			-	-	477
Operating profit before valuation movements	4,336		1,884	286	6,506	4,147			151	(104)	4,194
Valuation movement on investment properties	6,433		-	-	6,433	(3,146)			-	-	(3,146)
Impairment of car parking assets	-		(340)	-	(340)	-			(496)	-	(496)
Reversal of impairment of hotel assets	-		-	121	121	-			-	-	-
Profit/(loss) on disposal of investment properties	1,194		-	-	1,194	(1,100)			-	-	(1,100)
Valuation movement on joint venture properties	430		-	-	430	1,310			-	-	1,310
Operating profit/(loss)	12,393		1,544	407	14,344	1,211			(345)	(104)	762
Finance costs					(3,880)						(4,293)
Profit/(loss) before taxation					10,464						(3,531)
Taxation					-						-
Profit/(loss) for the period					10,464						(3,531)

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

The car park results 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 net revenue at the development sites for the six months ended 31 December 2021, arising from car park operations, was £957,000. After allowing for an allocation of administrative expenses, the operating profit at these sites was £747,000.

Revenue received within the car park and hotel segments, along with service charge income from the property rental segment, is the only revenue recognised on a contract basis under IFRS 15. All other revenue within the property segment comes from rental lease agreements.
 

3. Finance costs

Six months		Six months	Year
ended		ended	ended
31 December		31 December	30 June
2021		2020	2021
£000		£000	£000
Interest on debenture loan stock	2,674	2,787	5,575
Interest payable on bank borrowings	600	735	1,345
Amortisation of arrangement fees	120	160	212
Loss on repurchase of debenture stock	-	114	-
Interest expense on lease liabilities	486	497	1,013
	3,880	4,293	8,145

 

4. Dividends

Six months		Six months	Year
ended		ended	ended
31 December		31 December	30 June
2021		2020	2021
£000		£000	£000
2020 final dividend: 1.75p per 25p share	-	930	930
2021 interim dividend: 1.75p per 25p share	-	-	930
2021 final dividend: 1.75p per 25p share	930	-	-
	930	930	1,860

 

A final dividend in respect of the year ended 30 June 2021 of 1.75p per share was approved at the company's annual general meeting (AGM) on 29 December 2021 and was paid to shareholders on 21 January 2022. The entire dividend was paid as an ordinary dividend.

An interim dividend in respect of the year ending 30 June 2022 of 2.5p per share is proposed. This dividend, based on the shares in issue at 14 March 2022, amounts to £1.3m which has not been reflected in these interim accounts and will be paid on 24 June 2022 to shareholders on the register on 20 May 2022. 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 weighted average number of shares in issue during the period was 52,945,786 (2020: 53,161,950).

	Six months ended 31 December 2021		Six months ended 31 December 2020		Year ended 30 June 2021
	Earnings	Earnings    per share	Earnings	Earnings per share	Earnings	Earnings per share
	£000	Pence	£000	Pence	£000	Pence
Basic earnings and earnings per share	10,464	19.8	(3,531)	(6.6)	(576)	(1.1)
Valuation movement on investment properties	(6,433)	(12.1)	3,146	5.9	(63)	(0.1)
Impairment of car parking assets	340	0.6	496	0.9	111	0.2
Reversal of impairment of hotel assets	(121)	(0.2)	-	-	-	-
(Profit)/loss on disposal of investment properties	(1,194)	(2.3)	1,100	2.1	2,320	4.4
Valuation movement on properties held in joint ventures	(430)	(0.8)	(1,310)	(2.5)	(1,488)	(2.8)
Loss on repurchase of debenture stock	-	-	114	0.2	-	-
EPRA earnings and earnings per share	2,626	5.0	15	0.0	304	0.6

 

There is no difference between basic and diluted earnings per share.

There is no difference between basic and diluted EPRA earnings per share.

  

 

6. Tangible fixed assets

(a) Investment properties - property rental business

Freehold		Right of use asset		Development		Total
£000		£000		£000		£000
Valuation at 1 July 2020	210,125	6,138		37,751		254,014
Capital expenditure	2,146	-		22		2,168
Disposals	(26,319)	-		-		(26,319)
Transfer to hotel operations	(8,630)	-		-		(8,630)
Transfer to assets held for sale	-	(3,850)		-		(3,850)
Valuation movement	(4,095)	480		3,678		63
Movement in tenant lease incentives	1,463	-		-		1,463
Valuation at 1 July 2021	174,690	2,768		41,451		218,909
Additions at cost	7,424	-		-		7,424
Capital expenditure	424	-		166		590
Disposals	(17,480)	(518)		-		(17,998)
Transfer to assets held for sale	(11,515)	-		-		(11,515)
Valuation movement	5,424	-		1,009		6,433
Movement in tenant lease incentives	27	-		-		27
Valuation at 31 December 2021	158,994	2,250		42,626		203,870

 

 (b) Freehold and right of use properties - car park activities

Freehold		Right of use asset		Total
£000		£000		£000
Valuation at 1 July 2020	30,650	45,863		76,513
IFRS16 adjustment	-	(95)		(95)
Depreciation	(329)	(1,476)		(1,805)
(Impairment)/reversal of impairment	(421)	310		(111)
Valuation at 1 July 2021	29,900	44,602		74,502
IFRS16 adjustment	-	(48)		(48)
Depreciation	(160)	(741)		(901)
Impairment	(340)	-		(340)
Valuation at 31 December 2021	29,400	43,813		73,213

 

(c) Freehold properties - hotel operations

Freehold
£000
Valuation at 30 June 2020	-
Transfer from investment properties	8,630
Valuation at 1 July 2021	8,630
Depreciation	(121)
Valuation movement	521
Valuation at 31 December 2021	9,030

 

The fair value of the Group's investment and development properties, freehold car parks, hotel operations and assets held for sale have been determined principally by independent, appropriately qualified external valuers CBRE and Jones Lang LaSalle. The remainder of the portfolio has 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 have also been valued by appropriately qualified external valuers Jones Lang LaSalle, taking into account an assessment of their realisable value in their existing state and condition based on market evidence of comparable transactions and residual value calculations.

Leasehold (right-of-use) car park properties are accounted for using the cost model including an assessment of the future value of the minimum lease payments and are amortised on a straight line basis over the remaining term of the lease or useful economic live if deemed to be shorter.

 

Property income, values and yields have been set out by category in the table below.

	Passing rent	ERV	Value	Initial yield	Reversionary yield
	£'000	£'000	£000	%	%
Retail and leisure	1,355	1,845	23,104	5.5%	7.6%
Merrion Centre (excluding offices)	4,728	5,474	58,604	7.6%	8.8%
Offices	2,771	4,704	55,661	4.7%	8.0%
Hotels	500	950	9,030	5.2%	9.9%
Out of town retail	1,021	1,155	14,500	6.7%	7.5%
Residential	506	516	9,375	5.1%	5.2%
	10,881	14,644	170,274	6.0%	8.1%
Development property			42,626
Car parks			73,213
			286,113

 

Investment properties (freehold and right of use) and hotel operations

The effect on valuation (excluding development property and car parks) of applying a different yield and a different ERV would be as follows:

Valuation at an initial yield of 7.0% - £146.1m, Valuation at 5.0% - £204.0m

Valuation at a reversionary yield of 9.1% - £151.6m, Valuation at 7.1% - £194.1m

 

Investment properties (development properties)

The key unobservable inputs in the valuation of one of the Group's development properties of £27.6m is the assumed per acre or per unit land value. The effect on the development property valuation of applying a different assumed per acre or per unit land value would be as follows:

Valuation in the Consolidated Financial Statements if a 5% increase in the per acre or per unit value - £29.0m, 5% decrease in the per acre or per unit value - £26.2m.

The other key development property in the Group is valued on a per acre development land value basis, the effect on the development property valuation of applying reasonable sensitivities would not create a material impact.

Freehold car park activities

The effect on the total valuation of the Group's freehold car park properties of £29.4m in applying a different yield/discount rate would be as follows:

Valuation in the Consolidated Financial Statements based on a 1% decrease in the yield/discount rate - £34.7m, 1% increase in the yield/discount rate - £25.5m

 

 

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	108,174	33,030	141,204
Externally valued by Jones Lang LaSalle	95,645	5,400	101,045
Investment and development properties valued by the Directors	51	-	51
Right-of-Use Assets	-	43,813	43,813
At 31 December 2021	203,870	82,243	286,113

 

All investment properties, freehold properties held in property plant and equipment, hotel operations and assets held for sale are measured at fair value in the consolidated balance sheet and 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 years) both the independent external valuers and the Directors have used the actual rent passing and have also formed an opinion as to the two significant 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.

 

(d) Fixtures, equipment and motor vehicles

		Accumulated	Net book
	Cost	depreciation	value
	£000	£000	£000
At 1 July 2020	4,483	3,370	1,113
Additions	198	-	198
On acquisition of subsidiaries	30	-	30
Depreciation	-	386	(386)
At 1 July 2021	4,711	3,756	955
Additions	102	-	102
Depreciation	-	129	(129)
At 31 December 2021	4,813	3,885	928

 

7. Goodwill and intangible assets

	Six months	Six months	Year
	ended	ended	ended
	31 December	31 December	30 June
	2021	2020	2021
	£000	£000	£000
Goodwill
At start of the period	4,436	4,024	4,024
On acquisition of subsidiaries	-	120	412
	4,436	4,144	4,436
Intangible assets
At start of period	405	-	-
On acquisition of subsidiaries	250	-	442
Amortisation	(95)	-	(37)
	560	-	405
Total goodwill and intangible assets	4,996	4,144	4,841

 

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.

Intangible assets represent short term customer contracts relating to car park enforcement businesses acquired in the periods.

 

8. Investments in joint ventures

	Six months	Six months	Year
	ended	ended	Ended
	31 December	31 December	30 June
	2021	2020	2021
	£000	£000	£000
Interest in joint ventures
At start of period	16,212	13,751	13,751
Share of profits after tax	432	1,787	863
Loan interest	62	-	110
Valuation movement	430	-	1,488
At end of period	17,136	15,538	16,212

 

Investments in joint ventures are broken down as follows:
	31 December	31 December	30 June
	2021	2020	2021
	£000	£000	£000
Equity	11,238	9,961	10,376
Loans	5,898	5,577	5,836
	17,136	15,538	16,212

 

Investments in joint ventures primarily relates to the Group's interest in the partnership capital of Merrion House LLP and loan to Belgravia Living Group Limited. The investment property held within these joint ventures has been externally valued at each reporting date.

9. Investments

 

31 December		31 December	30 June
2021		2020	2021
£000		£000	£000
Listed investments	5,952	3,937	5,802
Non-listed investments	3,415	3,415	3,415
	9,367	7,352	9,217

 

 

Listed investments

31 December		31 December	30 June
2021		2020	2021
£000		£000	£000
At start of the period	5,802	3,508	3,508
Disposals	(63)	-	-
Increase in value of investments	213	429	2,294
At the end of the period	5,952	3,937	5,802

 

Listed investments relate to an equity shareholding in a company listed on the London Stock Exchange. This is stated at market value in the table above and has a historic cost of £882,300 (2020: £889,130).

Listed investments are measured at fair value in the consolidated balance sheet and are categorised as level 1 in the fair value hierarchy as defined in IFRS13 as the inputs to the valuation are based on quoted market prices.

The maximum risk exposure at the reporting date is the fair value of the other investments.

 

Non-listed investments

31 December		31 December	30 June
2021		2020	2021
£000		£000	£000
At the start of the year	3,415	2,656	2,656
Additions	-	258	258
Increase in value of investments	-	501	501
	3,415	3,415	3,415

 

Non-listed investments primarily relate to an equity shareholding and loans advanced to YourParkingSpace Limited, a privately owned company incorporated in the United Kingdom.

The fair value of YourParkingSpace Limited has been determined principally by the directors based on an independent, appropriately qualified external valuation produced by GlobalView Advisors. There are no other material non-listed investments that require external valuation.

The loans are held at amortised cost and are assess for impairment under the IFRS 9 expected credit loss model.

The assets are categorised as level 3 in the fair value hierarchy as defined in IFRS 13 as the inputs to the valuation are based on unobservable inputs.

10. Trade and other receivables

Included with Trade and other receivables at 31 December 2021 are funds of £18.705m which are secured against the Group's debenture stock (30 June 2021: £1.225m). As these funds are ring fenced and not immediately available to the Group, they are included within Trade and other receivables..

11. Financial liabilities

31 December		31 December	30 June
2021		2020	2021
£000		£000	£000
Current
Bank overdraft	18,539	15,296	21,113
Bank borrowings	34,956	32,330	40,601
Lease liabilities	1,649	1,658	1,659
	55,144	49,284	63,373
Non-Current
Bank borrowings	12,293	18,387	6,170
Lease liabilities	27,426	28,596	28,273
5.375% First mortgage debenture stock	99,393	99,382	99,387
	139,112	146,365	133,830
	194,256	195,649	197,203

 

Bank overdrafts have previously been recognised within Trade and Other Payables. Due to the nature of these liabilities the presentation of overdrawn bank balances has been reviewed and it is considered presentation within Financial Liabilities is more appropriate. The presentation has been amended for each period as set out in the table above.

Fair value of current borrowings

The fair value of bank borrowings and overdrafts approximates to their carrying value.

Fair value of non-current borrowings

	31 December 2021		31 December 2020		30 June 2021
	Book value	Fair value	Book value	Fair value	Book value	Fair value
	£000	£000	£000	£000	£000	£000
Debenture stock	99,393	107,311	99,382	115,159	99,387	109,574
Non-current bank borrowings	12,293	12,293	18,387	18,387	6,170	6,170

 

12. Called up equity share capital

Authorised

164,879,000 (30 June 2021: 164,879,000) ordinary shares of 25p each.

Issued and fully paid up		Number of shares	Nominal value
		000	£000
At 1 July 2021		53,131	13,282
Purchase and cancellation of own shares		(356)	(89)
At 31 December 2021		52,775	13,193

 

13. Cash flows from operating activities

	Six months	Six months	Year
	ended	ended	ended
	31 December	31 December	30 June
	2021	2020	2021
	£000	£000	£000
Loss for the period	10,464	(3,531)	(576)
Adjustments for:
Depreciation	1,151	1,064	2,191
Amortisation	95	-	37
(Profit)/loss on disposal of investment properties	(1,194)	1,100	2,320
Finance costs	3,880	4,293	8,145
Share of joint venture profits after tax	(924)	(1,787)	(2,461)
Movement in revaluation of investment properties	(6,433)	3,146	(63)
Movement in lease incentives	(27)	98	(1,463)
Impairment/(reversal of impairment) of car parking assets	340	496	111
Reversal of impairment of hotel assets	(121)	-	-
Decrease/(increase) in receivables	524	(1,576)	(2,675)
Decrease in payables	(1,204)	(974)	(922)
Cash generated from operations	6,551	2,329	4,644

14. 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
	2021	2020	2021
Net asset value (£'000)	165,052	151,960	155,395
Number of ordinary shares in issue	52,774,977	53,161,950	53,131,035
Net asset value per share (pence)	313p	286p	292p

 

15. Related party information

There have been no material changes in the related party transactions described in the 2021 Accounts.

 

 16. Restatement of prior year figures

During the prior year the Directors identified that a number of the Group's accounting policies were either not in compliance with the relevant accounting standard or where not applied correctly. For this reason prior year figures have been restated and the details are summarised below:

1)   Classification of owner-occupied assets

The Group operates a number of car parks on freehold land owned by the Group. Under the relevant accounting standards these owner-occupied car parks are required to be classified as Property, Plant and Equipment. During the period two car parks were identified that were misclassified as Investment Property. The prior year comparatives have been restated to:

·      Reclassify investment property as Freehold and Leasehold Properties (car park activities) within the Consolidated balance sheet, the amount being £25,950,000 at 31 December 2020.

·      Recognise a depreciation charge of £144,000 within the Consolidated income statement for the period ended 31 December 2020.

·      Recognise an impairment of £806,000 on Freehold and Leasehold Properties within the Consolidated income statement for the period ended 31 December 2020.

·      Increase the valuation movement on investment properties in the income statement by £950,000 for the period ended 31 December 2020.

The adjustment has no overall effect on the total net assets of the Group at 31 December 2020 or on the Group's loss for the period ended 31 December 2020.

2)   Measurement of leasehold properties (car park activities)

The group operates a number of car parks from leasehold properties (right-of-use assets). The Directors consider that the leased sites upon which these car parks are operated fall into one class of asset because they are of similar nature and use in the Group's operations. Accounting standards require right-of-use assets within the same class of assets to be measured consistently using either the cost model or the revaluation model.

 

In the prior year, leasehold properties were inconsistently split between two classes of assets, being long leasehold and right-of-use assets. Within these classes a mixed measurement approach was applied with two sites held at valuation and the remaining held under the cost model.

The prior year comparative figures have been restated to present all leased car park sites as right-of-use assets within note 6(B) and to consistently apply the cost model to the entire class of assets. The effect of this restatement is:

·      A decrease in Freehold and leasehold properties of £559,000 at 31 December 2020

·      Recognise an additional depreciation charge of £73,000 within the Consolidated income statement for the year ended 31 December 2020

·      Recognise an additional reversal of impairment of £60,000 on Freehold and Leasehold Properties within the Consolidated income statement for the year ended 31 December 2020

The adjustment results in a reduction in net assets of £559,000 at 31 December 2020. The adjustment also results in a £13,000 increase to the Group loss for the period ended 31 December 2020. 

3)   Provisions / trade and other payables

In the prior year a provision of £146,000 was recognised in relation to future anticipated repairs and maintenance costs on an Investment Property owned by the Group. The provision was presented within trade and other payables. The provision should not have been recognised as the amount relates to a future operating cost of the Group. The prior year comparatives have been restated to:

·      Reduce trade and other payables within the Consolidated Balance Sheet by £146,000 at 31 December 2020.

The adjustment results in an increase in net assets of £146,000 at 31 December 2020. The adjustment has no effect on the income statement for the period ended 31 December 2020.

 

4)   Classification of Investments

The Group owns shares in a company listed on the AIM market of the London Stock Exchange. The total value of the investment at 31 December 2020 was £3,937,000 and this was presented in the Consolidated balance sheet within current asset investments. The investment should not have been classified as current because on 31 December 2020 management did not expect to realise the asset within twelve months of the reporting date.

 

The Group additionally holds shares in an unlisted company which were valued at £3,415,000 at 30 December 2020. Previously this investment was presented within car park activities as a non-current investment. This investment has been re-classified outside of car park activities and presented with the Group's listed investment in non-current assets.

The prior year comparatives have been restated to:

·      Decrease current investments in the Consolidated balance sheet by £3,937,000 at 31 December 2020

·      Decrease non-current investments (car park activities) in the Consolidated balance sheet by £3,415,000 at 31 December 2020

·      Increase non-current investments in the Consolidated balance sheet by £7,352,000 at 31 December 2020.

The adjustment has no overall effect on the total net assets of the Group at 31 December 2020 or on the Group's loss for the year ended 31 December 2020.

The above restatements do not have any tax implications as the Group's activities are tax exempt due to its REIT status.

 

 

The impact on the Balance Sheet as at 31 December 2020 is as follows:

	2020 Previously reported	(1) Car parking assets	(2) Leasehold properties	(3) Sinking fund provision	(4) Listed investments	2020 Restated
	£000	£000	£000	£000	£000	£000
Non-current assets
Property rental
Investment properties	259,854	(25,950)	-	-	-	233,904
Investments in joint ventures	15,538	-	-	-	-	15,538
	275,392	(25,950)	-	-	-	249,442
Car park activities
Freehold and leasehold properties	49,695	25,950	(559)	-	-	75,086
Goodwill and intangible assets	4,144	-	-	-	-	4,144
Investments	3,415	-	-	-	(3,415)	-
	57,254	25,950	(559)	-	(3,415)	79,230
Fixtures, equipment and motor vehicles	1,058	-	-	-	-	1,058
Investments	-	-	-	-	7,352	7,352
Total non-current assets	333,704	-	(559)	-	3,937	337,082
Current assets
Investments	3,937	-	-	-	(3,937)	-
Assets held for sale	-	-	-	-	-	-
Trade and other receivables	5,121	-	-	-	-	5,121
Cash and cash equivalents	17,842	-	-	-	-	17,842
Total current assets	26,900	-	-	-	(3,937)	22,963
Total assets	360,604	-	(559)	-	-	360,045
Current liabilities
Trade and other payables	(12,995)	-	-	146	-	(12,849)
Financial liabilities	(49,284)	-	-	-	-	(49,284)
Total current liabilities	(62,279)	-	-	146	-	(62,133)
Non-current liabilities
Financial liabilities	(146,365)	-	-	-	-	(146,365)
Total liabilities	(208,644)	-	-	146	-	(208,498)
Net assets	151,960	-	(559)	146	-	151,547
Equity attributable to the owners of the Parent
Called up share capital	13,290	-	-	-	-	13,290
Share premium account	200	-	-	-	-	200
Capital redemption reserve	559	-	-	-	-	559
Revaluation reserve	750	-	(250)	-	-	500
Retained earnings	137,161	-	(309)	146	-	136,998
Total equity	151,960	-	(559)	146	-	151,547

 

 

 

The impact on the income statement is as follows:

	2020 Previously reported	(1) Car parking assets	(2) Leasehold properties	2020 Restated
	£000	£000	£000	£000
Gross revenue	10,436	-	-	10,436
Service charge income	1,301	-	-	1,301
Provision for impairment of debtors	(22)	-	-	(22)
Service charge expenses	(1,808)	-	-	(1,808)
Property expenses	(3,655)	(144)	(73)	(3,872)
Net revenue	6,252	(144)	(73)	6,035
Administrative expenses	(2,780)	-	-	(2,780)
Other income	462	-	-	462
Other expenses	-	-	-	-
Valuation movement on investment properties	(4,096)	950	-	(3,146)
Impairment of car parking assets	250	(806)	60	(496)
Profit on disposal of investment properties	(1,100)	-	-	(1,100)
Share of post-tax profits from joint ventures	1,787	-	-	1,787
Operating loss	775	-	(13)	762
Finance costs	(4,293)	-	-	(4,293)
Loss before taxation	(3,518)	-	(13)	(3,531)
Taxation	-	-	-	-
Loss for the year attributable to owners of the Parent	(3,518)	-	(13)	(3,531)

 

The impact on the cash flow statement is as follows:

	2020 Previously reported	(1) Car parking assets	(2) Leasehold properties	2020 Restated
	£000	£000	£000	£000
Loss for the financial year	(3,518)	-	(13)	(3,531)
Adjustments for:
Depreciation	847	144	73	1,064
Profit on disposal of investment properties	1,100	-	-	1,100
Finance costs	4,293	-	-	4,293
Share of post tax profits from joint ventures	(1,787)	-	-	(1,787)
Movement in valuation of investment and development properties	4,096	(950)	-	3,146
Movement in lease incentives	98	-	-	98
(Reversal of impairment)/impairment of car parking assets	(250)	806	(60)	496
Increase in receivables	(1,576)	-	-	(1,576)
Decrease in payables	(974)	-	-	(974)
Cash generated from operations	2,329	-	-	2,329

 

 

 

INDEPENDENT REVIEW REPORT TO Town Centre Securities Plc

Conclusion

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 2021 which comprises the consolidated condensed income statement, the consolidated condensed balance sheet, the consolidated condensed statement of changes in equity, the consolidated condensed cash flow statement and the notes to the financial information

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 2021 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Basis for conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" ("ISRE (UK) 2410"). 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.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with UK adopted international accounting standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with UK adopted International Accounting Standard 34, "Interim Financial Reporting.

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410, however future events or conditions may cause the group to cease to continue as a going concern.

Responsibilities of directors

The directors are responsible for preparing the half-yearly financial report in accordance with the

Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

In preparing the half-yearly financial report, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the review of the financial information

In reviewing the half-yearly report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statement in the half-yearly financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

Use of our report

Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure Guidance 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.

 

 

 

BDO LLP

Chartered Accountants

London, UK

Date   15 March 2022

 

 

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