Cardiff Property Regulatory News (CDFF)

THE CARDIFF PROPERTY PUBLIC LIMITED COMPANY

AND ITS SUBSIDIARIES

THE CARDIFF PROPERTY PLC

LEI: 213800GE3FA4C52CIN05

The Group, including Campmoss, specialises in property investment and development in the Thames Valley. The total portfolio under management, valued in excess of £22m, is primarily located to the west of London, close to Heathrow Airport and in Surrey and Berkshire.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 31 MARCH 2023

Richard Wollenberg, Chairman, commented:

Activity in the Thames Valley property market improved in the first quarter of this year following historically low levels at the end of 2022. Business confidence has been affected by political and economic uncertainties with increases in interest rates delaying any immediate prospects of recovery.

The office rental market remains slow despite employees returning to the workplace, albeit with flexible working hours. The office investment market in certain areas of the Thames Valley has seen interest from overseas investors but again the number of completed transactions is low. 

For further information:

THE CARDIFF PROPERTY PLC

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 31 MARCH 2023

INTERIM MANAGEMENT REPORT

Dear Shareholder,

Activity in the Thames Valley property market improved in the first quarter of this year following historically low levels at the end of 2022. Business confidence has been affected by political and economic uncertainties with increases in interest rates delaying any immediate prospects of recovery.

The office rental market remains slow despite employees returning to the workplace, albeit with flexible working hours. The office investment market in certain areas of the Thames Valley has seen interest from overseas investors but again the number of completed transactions is low. 

The Group achieved new retail lettings at Market Street, Bracknell primarily as a result of existing tenants renewing leases for terms of up to 5 years at similar passing rents. A number of rent reviews were agreed at marginally higher levels assisted by previously agreed increases linked to the Retail Price Index.

Similar rental increases were achieved at Maidenhead Enterprise Centre, Maidenhead which consists of small business units with industrial warehouse use on the ground floor and offices above.

Management and liaison with the Group's tenants remains a priority and whilst trading generally appears to be returning to pre-pandemic levels, inflation worries and increasing general business outgoings are of concern. Where necessary deferment of rent has been agreed with monthly rather than the usual quarterly payments.

Residential values in the Thames Valley have experienced a downturn whilst rental levels remained firm. Small increases have been achieved at the Group's Bracknell residential portfolio all of which continue to be let on Assured Shorthold Tenancies.

FINANCIALS

For the 6 months ending 31 March 2023 profit before tax amounted to £0.65m (March 2022: £1.08m; September 2022; £2.70m). This figure includes an after-tax profit from Campmoss Property Company Limited ("Campmoss") our 47.62% joint venture of £0.12m (March 2022: £0.66m; September 2022: £0.87m). No dividends were received from the Company's investment in Campmoss (March 2022: £1.0m, September 2022: £3.0m).

Revenue for the 6 months to 31 March 2023 represented by rental income, totalled £0.34m (March 2022: £0.35m, September 2022: £0.70m). The Group's share of revenue from Campmoss was £0.29m (March 2022: £7.75m, September 2022: £8.9m), represented by rental income of £0.29m (March 2022: £0.28m; September 2022; £0.70m). No property sales were completed during the six months to March 2023 (March 2022: £7.47m, September 2022 £8.2m). Rental income and sales figures for Campmoss are not included in Group revenue.

Net assets of the Group as at 31 March 2023 were £29.66m (March 2022: £29.06m, September 2022: £29.81m), equivalent to £28.00 per share (March 2022: £26.30; September 2022: £27.56). The Company's share of net assets in Campmoss, included on the Group balance sheet, amounted to £13.88m (March 2022: £15.55m, September 2022: £13.76m). 

Substantial cash balances are held on short term deposit by both Cardiff and Campmoss, at the half year the company had £nil gearing (March 2022: £nil September 2022 £nil).

The directors are of the opinion, other than as mentioned in this report, there are no material changes in the investment value of the Group's portfolio as at 31 March 2023.

As in previous years the freehold investment properties held by Cardiff will be professionally valued at 30 September 2023.

The Company may hold in treasury any of its own shares purchased which gives the Company the ability to re-issue treasury shares and provide greater flexibility in the management of its capital base.

During the 6 months to 31 March 2023 the Company purchased 22,577 ordinary shares (March 2022: 10,969 ordinary shares, September 2022: 34,199 ordinary shares). All shares purchased by the Company not held in treasury have been cancelled and the number of shares in issue reduced accordingly. There have been no material events or material changes in assets, liabilities or related party relationships since 30 September 2022.

Current IFRS accounting recommends that deferred tax is chargeable on the difference between the indexed cost of properties and quoted investments and their current market value. However, current IFRS accounting does not require the same treatment in respect of the Group's unquoted investment in Campmoss Property, the 47.62% owned joint venture, which represents a substantial part of the company's net assets.

Whilst provision is made in Campmoss accounts for deferred tax, should the shares held in Campmoss be disposed of, for indicative purposes only, based on the value in the company's balance sheet at 31 March 2023 this would result in a tax liability of £3.47m (March 2022: £3.89m, September 2022: £3.44m) equivalent to £3.28 per share calculated using a tax rate of 25% (March 2022: £3.52 per share, September 2022: £3.18 per share). This information is provided to shareholders as an additional, non-statutory, disclosure.

DIVIDEND

The directors have declared an interim dividend of 6.0p per share (interim March 2022: 5.5p; final September 2022: 15.0p) an increase of 9.1% which will be paid on 29 June 2023 to shareholders on the register at 26 May 2023.

THE INVESTMENT & DEVELOPMENT PORTFOLIO

The Group's freehold property portfolio, including those held by Campmoss, remains located in the Thames Valley and in the neighbouring counties of Surrey, Berkshire and Buckinghamshire.

Maidenhead Enterprise Centre, Maidenhead, comprises 6 individual business units totalling 14,000 sq. ft. Units include industrial use on the ground floor with offices above. All units are let on a mixture of short and medium term leases.

The White House, Egham, comprises 5 ground floor retail units with air-conditioned offices on the upper floor. Following the expiry of leases one retail unit and part of the upper floor offices are available for letting.

The Windsor Business Centre, Windsor, comprises 4 business units all of which are let on leases inclusive of a development break clause. A planning application for the renewal of an existing consent for a new 21,000 sq. ft. office scheme has been submitted and agents retained to seek pre-lettings. A decision to commence development is likely to depend on securing suitable lettings. The units remain available for sale.

Heritage Court, Egham, comprises 4 retail units let on medium term Leases with the upper floor residential apartments previously sold on long leaseholds. The adjoining freehold office property is occupied by the Company.

CAMPMOSS PROPERTY COMPANY LIMITED & SUBSIDIARIES

The Campmoss portfolio provides a range of office, retail and residential properties in Burnham, Bracknell and Maidenhead.

Market Street, Bracknell, includes 4 adjacent buildings divided into 33 retail units and 17 individual apartments on the upper floors of two of the buildings. All retail units are let on medium term leases with the apartments let on Assure Shorthold Tenancy Agreements. The apartments are also available for sale.

The Priory, Stomp Road, Burnham, comprises 17,000 sq. ft. of office space and an adjoining business centre occupying 9,000 sq. ft. At the beginning of the year planning permission was granted for a new 70-bedroom care home whilst retaining the existing business centre. Negotiations are currently taking place to achieve a leasing commitment for the care home with a view to proceeding with the development.

Highway House, Maidenhead retains a planning permission for a new 48,000 sq. ft. gross Grade A office scheme. Any commencement of construction would be subject to achieving sufficient pre-lettings which has so far proved unsuccessful. A planning application for residential use was recently refused and alternative uses for the site are being examined. The cleared site is currently leased as a car park to an adjoining office user.

MANAGEMENT AND TEAM

Management of the Group's portfolio and its tenants is undertaken by our small team based in Egham and I wish to take this opportunity of thanking all members and our joint venture partner for their dedication and continued support.

RELATIONSHIP AGREEMENT

The Company has entered into a written and legally binding Relationship Agreement with myself, its controlling shareholder, to address the requirements of LR9.2.2AR of the Listing Rules.

OUTLOOK

The majority of business owners wish to progress their individual businesses despite uncertainties. There are occasional glimmers of confidence returning to the property market and over the last few weeks the number of enquiries has exceeded expectations. I do not expect any marked increase in rentals or values in the short term but a return to full occupancy and increased trading levels will provide encouragement for the business community which in turn should benefit the property market.

The Group has a number of projects in hand, and I look forward to reporting further at the year end.

J Richard Wollenberg

Chairman

3 May 2023

Condensed Consolidated Interim Income Statement

FOR THE SIX MONTHS ENDED 31 MARCH 2023

These results relate entirely to continuing operations. There were no acquisitions or disposals during these periods.

Condensed Consolidated Interim Statement of Comprehensive Income and Expense

FOR THE SIX MONTHS ENDED 31 MARCH 2023

Condensed Consolidated Interim Balance Sheet

AT 31 MARCH 2023

Condensed Consolidated Interim Statement of Cash Flows

FOR THE SIX MONTHS ENDED 31 MARCH 2023

Condensed Consolidated Interim Statement of Changes in Equity FOR THE SIX MONTHS ENDED 31 MARCH 2023

Statement of Responsibility

FOR THE SIX MONTHS ENDED 31 MARCH 2023

The directors are responsible for preparing the condensed consolidated interim financial statements for the six months ended 31 March 2023 and they confirm, to the best of their knowledge and belief, that:

· the condensed consolidated set of interim financial statements for the six months ended 31 March 2023 have been prepared in accordance with IAS 34 - Interim Financial Reporting and in accordance with the requirements of UK adopted international accounting standards and The Companies Act 2006;

· the interim management report includes a fair review of the information required by:

a) DTR 4.2.7R of the Disclosure and Transparency Rules, being 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 interim financial statements and a description of the principal risks and uncertainties for the remaining six months of the year; and

b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the group during that period; and any changes in the related party transactions described in the last annual report that could do so.

J Richard Wollenberg, Chairman

Karen L Chandler, Finance director

Nigel D Jamieson, Independent non-executive director

3 May 2023

Notes to the Condensed Consolidated Interim Financial Statements

FOR THE SIX MONTHS ENDED 31 MARCH 2023

This condensed set of financial statements has been prepared in accordance with IAS 34 - Interim Financial Reporting in conformity with the requirements of The Companies Act 2006. The condensed set of financial statements are unaudited.

The annual financial statements of the Group are prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006. As required by the Disclosure and Transparency Rules of the Financial Conduct Authority, the condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Group's published consolidated financial statements for the year ended 30 September 2022.

The comparative figures for the financial year ended 30 September 2022 are not the Group's statutory accounts for that financial year. Those accounts have been reported on by the Group's auditor and delivered to the registrar of companies. The report of the auditor was: unqualified; did not give any reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report; and did not contain a statement under sections 498 (2) or (3) of the Companies Act 2006.

Accounting policies

The condensed consolidated interim financial statements have been prepared applying the accounting policies that will be applied in the preparation of the Group's financial statements for the year ended 30 September 2022.

Use of estimates and judgement

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The key areas in which estimates have been used and the assumptions applied are in valuing investment properties and properties in the joint venture, in valuing available for sale assets, in classifying properties and in the calculating of provisions.

An external, independent valuer, having an appropriate recognised professional qualification and recent experience in the location and category of property being valued, values the company's property portfolio at the end of each financial year. The directors of the joint venture value its portfolio each year; such valuation takes into account yields on similar properties in the area, vacant space and covenant strength. The directors of the group and joint venture review the valuations for the interim financial statements.

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefit will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Going concern

The Group has sufficient financial resources to enable it to continue in operational existence for the foreseeable future, to complete the current maintenance and development programme and meet its liabilities as they fall due. Accordingly, the directors consider it appropriate to continue to adopt the going concern basis in preparing these interim financial statements.

Notes to the Condensed Consolidated Interim Financial Statements

FOR THE SIX MONTHS ENDED 31 MARCH 2023 (continued)

2. Segmental analysis

The Group manages its operations in two segments, being property and other investment and property development. Property and other investment relate to the results for The Cardiff Property Company Limited where properties are held as investment property with property development relating to the results of First Choice Estates Plc and Thames Valley Retirement Homes Limited. The results of these segments are regularly reviewed by the Board as a basis for the allocation of resources, in conjunction with individual site investment appraisals, and to assess their performance. Information regarding the results and net operating assets for each reportable segment are set out below:

"Eliminations" relate to inter segment transactions and balances which cannot be specifically allocated but are eliminated on consolidation.

The operations of the Group are not seasonal.

3. Taxation

The tax position for the six-month period is estimated on the basis of the anticipated tax rates applying for the full year.

The interim dividend of 6.0p per share will be paid on 29 June 2023 to shareholders on the register on 26 May 2023. Under accounting standards this dividend is not included in the condensed consolidated interim financial statements for the six months ended 31 March 2023.

5. Earnings per share

Earnings per share has been calculated using the profit after tax for the period of £530,000 (March 2022: £1,010,000, year ended September 2022: £2,406,000) and the weighted average number of shares as follows:

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