Sustaining Delivery with Steady Growth Circle Property Plc Report - - PDF document
Sustaining Delivery with Steady Growth Circle Property Plc Report and Condensed Consolidated Interim Financial Statements for the period from 1 April 2016 to 30 September 2016 2 Circle Property Plc Report and Condensed Consolidated Interim
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Circle Property Plc Report and Condensed Consolidated Interim Financial Statements for the period 1 April 2016 to 30 September 2016
Circle Property Plc Report and Condensed Consolidated Interim Financial Statements for the period from 1 April 2016 to 30 September 2016
Circle Property Plc
Contents
Page Financial highlights 1 Chief Executive's statement 1 - 3 Condensed consolidated statement of comprehensive income 4 Condensed consolidated statement of financial position 5 Condensed consolidated statement of changes in equity 6 Condensed consolidated statement of cash flows 7 Notes to the condensed consolidated financial statements 8 - 14
Circle Property Plc
1 April 2016 to 30 September 2016 4 December 2015 to 31 March 2016 Investment returns Net Asset Value (NAV) per share 179p 153p Return on Equity 19% 3% Profitability Operating Profit £1.15m £0.84m Profit for the period (including revaluation surplus) £8.21m £1.07m Basic earnings per share (including revaluation surplus) 29p 3.8p Financing Group Net Debt £41m £36m Portfolio Valuation £90.42m £77.74m
Financial Highlights Chief Executive's Statement
I am pleased to present the Group’s results for the first full six months of operations since its AIM listing in February 2016 which clearly demonstrate that Circle is delivering on its aim to provide attractive returns for shareholders by investing in regional office markets. These markets are often overlooked by other investors who have tended in recent years to focus their office portfolios in London. Moreover, while the London office market has softened, conditions in the English regions in which Circle specialises continue to be favourable, and there is enough confidence in these markets for decision makers to justify taking space at the right rental level. By capitalising on our wide contact base and deep market knowledge combined with our asset management skills, we seek to out-perform benchmark indices. Regardless of the fact that the comparisons we are making today are with a four month previous period, the six months covered by these results are, we are pleased to say, testament to that approach and the Group is well placed to capitalise on improving markets in the wider south-east, Birmingham and Bristol, where the European Union Referendum result appears to have had less impact. Circle’s portfolio increased in value by 16.3% in the period from £77.7 million to £90.4 million, equating to a 17%, 26 pence per share increase in Net Assets per share to 179 pence per share, which, most encouragingly, has been primarily driven by
Profits before tax have risen to £8.27 million, reflecting the increase in operating profit but, more importantly, a £12.68 million gain in the value of our investment portfolio. Net rental income has also shown a strong gain, to £2 million, over the last six months.
Overview
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Circle Property Plc
Our developments are all on track with occupational demand still evident in both Milton Keynes and Birmingham. This new lease was signed at the very end of this reporting period and therefore the resulting enhanced rental income will
This transaction also gave Compass the confidence to invest in its conference centre which adjoins Kents Hill Park, and is the type of mutually beneficial arrangement we strive to agree with our tenants.
Asset management
A rent of £2.28 million of income is obtainable upon letting these refurbishments at full Estimated Rental Values. There is an additional £770,000 to be obtained by undertaking lease renewals and rent reviews and lettings within the investment portfolio. In April, Circle also secured a new 10 year lease, with a five year break option, with Urgent Technology on 4,350 sq. ft. of vacant ground floor space at the 21,400 sq. ft. Power House office in Milton Keynes. The lease was agreed at £70,000 per annum (discounted by 50% for the first year), representing an increase of 8% over the previous tenant’s rent after they vacated the space in February 2016. 6,640 sq. ft. of the office remains vacant but with good tenant interest. Another highlight of the period was the Group agreeing a new 10 year lease with a five year break option with Topps Tiles
to 91%.
Developments
Kents Hill Park The only two buildings not currently let to Compass are K1 and K2. We refurbished K1 in 2015 which was fully let by the 31 March 2016. The K2 refurbishment completed in July 2016 with 40,000 sq. ft. currently available to let in which there is good interest. ERV is £600,000 per annum . The half year valuation increase of £10.75 million values Kents Hill Park at £32 million as of September 2016. When K2 is let, the total income from Kents Hill Park is expected to exceed £2.5 million. In addition, there is an option to take back the smallest building let to Compass (K3) with no reduction in the Compass rental. On completion of any future refurbishment of that building, the income will rise by a further £222,750 p.a. (£16.50 psf). Somerset House, Temple Street, Birmingham now has planning consent for a change of use of the ground floor from offices to A3 restaurant. A lease surrender with the existing ground floor tenant has been agreed (to complete December 2016), with both ground floor A3 units totalling approximately 10,950 sq. ft. under offer to 2 national restauranteurs at a combined rental of £410,000 p per annum . The refurbishment of floors 1-6 totalling 36,455 sq. ft. will commence in December with completion scheduled for July 2017. On completion, the building should generate a total income of circa £1.2 million. Somerset House Charles Street, Birmingham At 36, Great Charles Street, Birmingham the rolling refurbishment of the seven floors of offices totalling approximately 25,000 sq. ft. commenced in May 2016 with completion due in February 2017. Three tenants are being retained and moved into newly refurbished floors and approximately 17,000 sq. ft. is to be offered to the market in spring 2017 at a rent yet to be announced. When complete, the ERV of the building will be in excess of £500,000 per annum.
Chief Executive's Statement (continued)
The Group had a very active first six months of the year, with a particular highlight being a very long new lease agreement with Compass Group at its Kents Hill Park Conference Centre in Milton Keynes. This involved Compass agreeing to surrender the 7 years remaining on its lease and agreeing a new 25 year lease with fixed 3% annual uplifts throughout the term at a rent commencing at £1,500,428, representing a 71% or £625,428 increase over the previous rental level. The new lease is subject to 15 and 20 year tenant break options and Circle has a call option over one of the buildings at any time during the term of the lease. Savills valued Kents Hill Park in its entirety, at £32 million as of September 2016 - an increase
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Circle Property Plc
Asset Management Strategy
As a result of our strategy of actively managing our assets by taking back space from tenants to allow us to undertake refurbishments, occupancy within our portfolio was 81.1% at the end of the period compared with 89.1% at the end of
under refurbishment or recently completed. Our portfolio is predominantly offices with some “legacy” properties in other sectors, which we are selling on an
we are currently re-gearing the Co-Op lease on our petrol filling station at Amesbury on the A303, following which the property will be offered on the market. Our strategy is to maximise income as quickly as possible and September’s valuation of our portfolio by Savills reflects the potential for higher income from within the portfolio, as well as a successful asset management strategy over the six months covered by these results.
Outlook
Chief Executive's Statement (continued)
We will also be maintaining a progressive dividend policy, and our confidence in the regional office markets, in which we specialise, continues to be strong. In June we announced the agreement of a new £50 million revolving facility with RBS for the purpose of refinancing at a lower cost £39 million of Circle Property Unit Trust facilities, as well as providing capital for future acquisitions. It remains our intention to grow our portfolio, because despite the uncertainties caused by Britain’s decision on 23 June 2016 to leave the European Union, the economy continues to grow with many global corporates re-stating their commitment to the United Kingdom. We will continue with our strategy of buying well located offices and other properties in the regions, undertaking judicious refurbishment and under-cutting competitors in order to fill our properties ahead of the competition. As far as the investment market is concerned, although there are some concerns in Central London, the yield gap between longer let property and gilts is at an all-time high, which could be an indication that property yields are at least sustainable. This has been a strong performance by Circle early in its life as a publicly-listed company. We continue to be on the lookout for opportunities to grow returns further by recycling capital and in time may seek to raise further funds to support our investment strategy. Page 3
Circle Property Plc
Condensed consolidated statement of comprehensive income for the period from 1 April 2016 to 30 September 2016
Unaudited Audited Note 1 April 2016 to 30 September 2016 4 December 2015 to 31 March 2016 £ £ Rental income 4 2,340,377 664,392 Other income 4 60,262 595,178 2,400,639 1,259,570 Property expenses 5 (393,726) (122,529) Net rental income 2,006,913 1,137,041 Administrative expenses 6 (855,991) (293,255) Operating profit before gains on investment properties 1,150,922 843,786 Gains on revaluation of investment properties 11 6,597,429
Impairment of goodwill on acquisition of CPML
Listing costs
Operating profit 7,748,351 1,217,405 Finance income 7 46,542 17,875 Finance costs 8 (752,895) (129,476) Effective interest rate adjustment on borrowings 13 1,232,304
525,951 (111,601) Profit for the period before taxation 8,274,302 1,105,804 Taxation 9 (61,897) (32,399) Profit after taxation 8,212,405 1,073,405 Earnings per share 10 0.29 0.04 All items in the above statement derive from continuing operations. The accompanying notes form an integral part of these condensed consolidated interim financial statements. There is no comprehensive income other than that included in the profit for the period. All of the profit for the period is attributable to the owners of the Company. Page 4
Circle Property Plc
Condensed consolidated statement of financial position 30 September 2016
Unaudited Audited Note 30 September 2016 31 March 2016 £ £ Non-current assets Investment properties 11 83,734,663 75,780,824 Property plant and equipment 32,894 22,371 Trade and other receivables 12 6,312,535 1,771,394 Deferred tax 908,553 914,949 90,988,645 78,489,538 Current assets Trade and other receivables 12 1,757,277 2,555,037 Deferred tax 102,736 104,504 Cash and cash equivalents 2,991,506 4,516,153 4,851,519 7,175,694 Total assets 95,840,164 85,665,232 Equity Stated capital 42,542,179 42,542,179 Treasury share reserve (380,001) (380,001) Retained earnings 8,606,688 1,073,405 Total equity 50,768,866 43,235,583 Non-current liabilities Borrowings 13 44,085,159 40,028,371 Financial liability at fair value through profit and loss
44,085,159 40,123,226 Current liabilities Trade and other payables 14 986,139 2,306,423 986,139 2,306,423 Total liabilities 45,071,298 42,429,649 Total liabilities and equity 95,840,164 85,665,232 The accompanying notes form an integral part of these condensed consolidated interim financial statements. The condensed consolidated interim financial statements were approved by the Board of Directors on 6 December 2016. Page 5
Circle Property Plc
Condensed consolidated statement of changes in equity for the period from 1 April 2016 to 30 September 2016
Share capital Treasury shares reserve Retained earnings Total £ £ £ £ As at 4 December 2015
1,073,405 Issue of ordinary share capital 42,162,178
Issue of treasury shares 380,001 (380,001)
42,542,179 (380,001) 1,073,405 43,235,583 Profit for the period
8,212,405 Dividends
(679,122) As at 30 September 2016 42,542,179 (380,001) 8,606,688 50,768,866 The accompanying notes form an integral part of these condensed consolidated interim financial statements. Page 6
Circle Property Plc
Condensed consolidated statement of cash flows for the period from 1 April 2016 to 30 September 2016
Unaudited Audited Note 1 April 2016 to 30 September 2016 4 December 2015 to 31 March 2016 £ £ Cash flows from operating activities Profit for the period before taxation 8,274,302 1,105,804 Finance income (46,542) (17,875) Finance expense 752,895 129,476 Depreciation 3,678 1,195 Gains on revaluation of investment properties 11 (6,597,429)
11,049 7,223 Fair value movement on interest rate swaps (94,872) 2,146 Effective interest rate adjustment on borrowings (1,232,304) (53,578) Negative goodwill on acquisition of CPUT
Impairment of goodwill on acquisition of CPML
(Increase) / decrease in trade and other receivables (3,700,877) 1,712,781 Decrease in trade and other payables (1,327,035) (580,888) Cash generated from operating activities (3,957,135) 606,611 Interest and other finance costs paid (821,386) (60,158) Interest received 4,055 4,107 Net cash from operating activities (4,774,466) 550,560 Cash flows from investing activities Cost of additions to investment properties 11 (1,356,410) (266,755) Cost of additions of property plant and equipment (14,200) (15,150) Acquisition of subsidiaries, net of cash acquired
Net cash from investing activities (1,370,610) 3,609,663 Cash flows from financing activities Repayment of borrowings (38,966,135) (827,790) Drawdown of borrowings 44,244,177
Dividends paid (657,613)
4,620,429 355,930 Net (decrease) / increase in cash and cash equivalents (1,524,647) 4,516,153 Cash and cash equivalents at the beginning of the period 4,516,153
2,991,506 4,516,153 The accompanying notes form an integral part of these condensed consolidated interim financial statements. Adjustments for: Page 7
Circle Property Plc
Notes to the condensed consolidated interim financial statements for the period from 1 April 2016 to 30 September 2016
1 General information 2 Principal accounting policies Basis of accounting Going concern 3 Operating segments These condensed consolidated interim financial statements are for Circle Property Plc ("the Company") and its subsidiary undertakings (together referred to as the "Group"). During the period the Group operated in one geographical segment, which is the United Kingdom, and one reporting segment, which is investment in commercial property. Therefore no segmental reporting is required. In preparing these condensed consolidated interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the period ended 31 March 2016. The Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in
the interim financial statements. Estimates and judgements The Company's shares are admitted to trading on AIM, a market operated by the London Stock Exchange plc. The Company is domiciled and registered in Jersey, Channel Islands. The address of its registered office is 3rd Floor, Standard Bank House, 47-49 La Motte Street, St Helier, Jersey, JE2 4SZ. The condensed consolidated interim financial statements have been prepared in accordance with the IAS 34 "Interim Financial Reporting", and should be read in conjunction with the Group's last consolidated financial statements as at and for the period ended 31 March 2016. They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last financial statements. The nature of the Company's operations and its principal activities are that of property investment in the UK. The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chief Executive's statement. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in these financial statements. The Group has adequate financial resources together with long term rental contracts with a wide range of tenants. As a consequence, the Directors believe that the Group is well placed to manage its business risk successfully. Page 8
Circle Property Plc
Notes to the condensed consolidated interim financial statements (continued) for the period from 1 April 2016 to 30 September 2016
4 Revenue Unaudited Audited 1 April 2016 to 30 September 2016 4 December 2015 to 31 March 2016 £ £ Rental income 2,099,171 614,024 SIC 15 adjustment (spreading of lease incentives) 241,206 50,368 2,340,377 664,392 Insurance recovery 60,036 18,884 Other income 226 576,294 60,262 595,178 2,400,639 1,259,570 5 Property expenses Unaudited Audited 1 April 2016 to 30 September 2016 4 December 2015 to 31 March 2016 £ £ Property expenses 81,627 18,450 Property service charges 167,185 35,828 Property repairs and maintenance costs 26,059 41,103 Property insurance 70,615 19,157 Property rates 48,240 7,991 393,726 122,529 On 29 September 2016 Compass Contract Services (UK) Limited ("Compass") surrendered their existing 10 year lease, relating to land and buildings Kents Hill Park, and entered into a new 25 year lease for the same property. The Group made a payment of £4,494,955, inclusive of SDLT and land registry fees, to Compass in relation to the surrender of their 10 year lease. Page 9
Circle Property Plc
Notes to the condensed consolidated interim financial statements (continued) for the period from 1 April 2016 to 30 September 2016
6 Administrative expenses Unaudited Audited 1 April 2016 to 30 September 2016 4 December 2015 to 31 March 2016 £ £ Staff costs 250,366 62,039 Non-executive directors' fees 67,852 15,874 Administration fees 126,000 30,797 Legal and professional fees 290,853 110,117 Audit fees 30,639 32,500 Accountancy fees 4,769 1,733 Rent, rates and other office costs 26,531 5,696 Other overheads 54,862 33,304 Depreciation of tangible fixed assets 4,119 1,195 855,991 293,255 7 Finance income Unaudited Audited 1 April 2016 to 30 September 2016 4 December 2015 to 31 March 2016 £ £ Bank interest 4,055 4,107 Loan interest 42,487 13,768 46,542 17,875 8 Finance costs Unaudited Audited 1 April 2016 to 30 September 2016 4 December 2015 to 31 March 2016 £ £ Swap interest 70,880 16,749 Loan interest 566,679 110,581 Loan commitment fees 24,159
186,049
(94,872) 2,146 752,895 129,476 Page 10
Circle Property Plc
Notes to the condensed consolidated interim financial statements (continued) for the period from 1 April 2016 to 30 September 2016
9 Taxation Unaudited Audited 1 April 2016 to 30 September 2016 4 December 2015 to 31 March 2016 £ £ Current tax 53,733
8,164 32,399 61,897 32,399 10 Earnings per share Unaudited Audited 1 April 2016 to 30 September 2016 4 December 2015 to 31 March 2016 £ £ Profit for the period 8,212,405 1,073,405 Weighted average number of shares 28,296,762 28,165,517 Earnings per ordinary share: 0.29 0.04 In the opinion of the Board, treasury shares held to satisfy share awards to management currently do not have any material value and hence do not have any dilutive effect. Therefore no diluted earnings per share has been presented. Basic earnings per share has been calculated on profit after tax attributable to ordinary shareholders for the period (as shown on the condensed consolidated statement of comprehensive income) and the weighted average number of
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Circle Property Plc
Notes to the condensed consolidated interim financial statements (continued) for the period from 1 April 2016 to 30 September 2016
11 Investment properties Unaudited Audited 30 September 2016 31 March 2016 £ £ Balance brought forward 77,735,000
Cost of additions to investment properties 1,356,410 420,365 Gains on revaluation of investment properties 6,597,429
4,736,161 50,368 Fair value of investment properties per valuation report 90,425,000 77,735,000 Unamortised lease incentives (6,690,337) (1,954,176) Closing fair value 83,734,663 75,780,824 As at 30 September 2016 the fair value of investment properties under development included in the above amount was nil. The fair value of the Group's investment properties per the Valuation Report amounted to £90,425,000. The difference between the fair value of the investment properties per the Valuation Report and the fair value per the balance sheet
current and current assets. The Group has pledged all of its investment properties to secure banking facilities granted to the Group as detailed in note 13. The fair value of the Group's investment properties at 30 September 2016 has been arrived at on the basis of valuation carried out by Savills (UK) Limited. The valuation was carried out in accordance with the Practice Statements contained in the Appraisal and Valuation Standards as published by the RICS. In forming their opinion of the fair value, the independent valuer's had regard to the current best use of the property, its investment attributes and recent comparable transactions. The valuation was carried out using the "All Risks Yield" method taking into consideration both sales and rental evidence and formulating the opinion of market value taking into account the properties' locations, specifications and specific characteristics. £86,425,000 of the above properties' value, estimated by the valuer, relate to property held on a freehold basis and £4,000,000 on a long leasehold basis. Page 12
Circle Property Plc
Notes to the condensed consolidated interim financial statements (continued) for the period from 1 April 2016 to 30 September 2016
12 Trade and other receivables Unaudited Audited 30 September 2016 31 March 2016 £ £ Non-current Lease incentives 6,312,535 1,771,394 Current Circle Property Trading (Maidstone) Limited 148,398 1,526,167 Loan interest due from Circle Property Trading (Maidstone) Limited 64,489 22,002 Lease incentives 377,802 182,782 Amounts due from property agents 8,951 100,956 Amounts due from tenants 241,063 135,276 VAT 783,394 387,031 Other receivables 133,180 200,823 1,757,277 2,555,037 13 Borrowings Unaudited Audited 30 September 2016 31 March 2016 £ £ Brought forward 40,028,371
Loan repayments (38,966,135) (827,790) Loan drawdowns 44,244,177
(1,232,304) (53,578) Amortisation of lending costs 170,068 7,223 Unamortised lending costs (159,018)
40,028,371 On 21 June 2016 the Group entered into a new £50 million revolving facility with National Westminster Bank plc for the purpose of refinancing the Group's existing facility. The new facility has a three year term with two options to extend for a further year, with a drawdown loan to value of up to 55% of the gross portfolio value and an interest rate
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Circle Property Plc
Notes to the condensed consolidated interim financial statements (continued) for the period from 1 April 2016 to 30 September 2016
14 Trade and other payables Unaudited Audited 30 September 2016 31 March 2016 £ £ Trade payables 332,247 674,206 Deferred income 401,836 639,269 Rental deposit accounts 135,620 137,705 Loan interest payable 23,194 62,756 Valuation fee 18,000 28,000 Current taxation 53,733
21,509
Listing costs
SWAP interest payable
986,139 2,306,423 15 Post balance sheet events On 13 October 2016 the Group exchanged contracts on the sale of the freehold property Winwick Road, Warrington for a consideration of £1,320,000. The sale completed on 24 November 2016. Page 14
Circle Property Plc
Registered Office, Officers and Registrars
Directors Ian Henderson Non-Executive Chairman John Arnold Chief Executive Edward Olins Chief Operating Officer The Duke of Roxburghe Non-Executive Director James Hambro Non-Executive Director Michael Farrow Non-Executive Director Richard Hebert Non-Executive Director Company Secretary Consortia Secretaries Limited Registered Office 3rd Floor Standard Bank House 47-49 La Motte Street St Helier Jersey JE2 4SZ Registrars Computershare Investor Services (Jersey) Limited Queensway House Hillgrove Street St Helier Jersey JE1 1ES