Final Results

St Mark Homes II Plc Report and Financial Statements Year Ended 31 December 2007 St Mark Homes II Plc Annual report and financial statements for the year ended 31 December 2007 Contents Page: 1 Report of the directors 4 Report of the independent auditors 6 Consolidated profit and loss account 7 Consolidated balance sheet 8 Company balance sheet 9 Consolidated cash flow statement 10 Notes forming part of the financial statements Directors Bernard J Tansey Sean Ryan Michael Chicken William Gair Secretary and registered office Barry Tansey, Heron House, 109 Wembley Hill Road, Wembley, Middlesex, HA9 8DA Company number 3822978 Auditors BDO Stoy Hayward LLP, Prospect Place, 85 Great North Road, Hatfield, Herts. AL9 5BS St Mark Homes II Plc Report of the directors for the year ended 31 December 2007 The directors present their report together with the audited financial statements for the year ended 31 December 2007. Results and dividends The profit and loss account is set out on page 6 and shows the loss for the year. The directors do not recommend the payment of a dividend on the `A' ordinary shares (2006 : £Nil). The directors do not propose an ordinary share dividend for the year (2006 : £Nil). Principal activity, review of business and future developments The company continues to operate in the residential contractor/housebuilder market. During the year we provided working capital for the development of three residential sites in the Greater London area. The loss before taxation for the period was £1,730 (2006: £149,797). During the year the board has evaluated opportunities in relation to both building contracts and the financing of those contracts. The company achieved its target of fully committing its available cash resources during 2007. By committing to three separate projects which are ringfenced within individual special purpose vehicles , albeit all subsidiaries of one development group, , exposure to any single development is reduced. The working capital was provided as loan notes and these have been structured to receive a fixed interest return plus a share of development profit. The interest element has been accrued during the period but profit share will only be recognised once there is sufficient evidence and projects are sufficiently progressed to assess the likely profitability with a reasonable level of accuracy. The three projects are: West End Lane, Ruislip, Middlesex. £900,000 was loaned in this 19 unit residential scheme. It is due to complete in the final quarter of 2008. All units have been sold off plan. Northolt Road Harrow, Middlesex £1,000,000 was committed to this 25 unit project. This scheme is due to complete in first quarter of 2009. 24 units have been sold off plan. St Margarets Road, Twickenham £700,000 was loaned in this project. A 27 unit scheme was granted planning on 15 May 2008 and construction is programmed to commence in the second half of this year. Completion is projected for late 2009/early 2010. As profit share on these projects becomes recognisable the board will consider available resources and declaration of an ordinary share dividend. Principal risks and uncertainties The company's building contracts are undertaken on a cost plus basis with a guaranteed maximum price. Property Development activity seeks a fixed return on capital plus a share of development profits. The company is exposed to the usual risks of companies constructing and developing residential property, including construction budget overruns, delays in program, insolvency of clients, general economic conditions, uninsured calamities and other factors. Investments are made in sterling therefore the company is not subject to foreign exchange risks. The company's credit risk is primarily attributable to its trade debtors. Credit risk is managed by monitoring payments against contractual agreements. The company also reviews the financial standings of its debtors prior to entering into significant contracts. St Mark Homes II Plc Report of the directors for the year ended 31 December 2007 (Continued) Key Performance Indicators The company's long term performance target is to generate a minimum average annual return on shareholders funds of 5%. During 2007 the annual return on shareholders' funds was 0%. This is because we were not yet at a stage where we could reliably recognise profit returns on our loans. The company also seeks protection from market downturns by committing no more than 50% of its capital to any one project and by requiring projects in which it is stakeholder to show a minimum return on cost of 15% During 2007 the maximum exposure of capital to any one project was less than 40% of the company capital. We anticipate that these projects will meet our required minimum return. Treasury policy Operations have been financed by the issue of shares in the past and retained profits, the cash from which has been invested in short term cash deposits. In addition, various financial instruments such as trade debtors and trade creditors arise directly from the group's operations. The loan notes have been funded by the cash income from previous development projects. Further information on financial instruments is contained in note 22 of the financial statements. Policy and practice on the payment of creditors It is the group's policy to fix terms of payment with their suppliers when agreeing the terms of each business transaction, to ensure the supplier is aware of those terms and to abide by the agreed terms of payment. The average number of days purchases of the company represented by trade creditors at 31 December 2007 was 60 days (2006: 60 days). Directors The directors of the company during the year and their beneficial interests in the ordinary share capital of the parent company were: 2007 2007 2006 2006 Ordinary Ordinary Ordinary Ordinary `A' 50p 50p shares `A' 50p 50p shares shares shares Bernard J Tansey 40 220,000 40 310,000 Sean Ryan 20 40,002 20 40,002 Michael Chicken 4 2 4 2 William Gair - - - - St Mark Homes II Plc Report of the directors or the year ended 31 December 2007 (Continued) Directors' responsibilities The directors are responsible for preparing the Annual Report and financial statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice. Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that year. In preparing those financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable and prudent; - state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the group and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditors All of the current directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the company's auditors for the purposes of their audit and to establish that the auditors are aware of that information. The directors are not aware of any relevant audit information of which the auditors are unaware. BDO Stoy Hayward LLP have expressed their willingness to continue in office. A resolution to re-appoint them will be proposed at the annual general meeting. On behalf of the Board Sean Ryan Director Date: 30 May 2008 St Mark Homes II Plc Report of the independent auditors To the shareholders of St Mark Homes II Plc We have audited the group and parent company financial statements (the "financial statements") of St Mark Homes II Plc for the year ended 31 December 2007 which comprise the Consolidated Profit and Loss Account, the Consolidated and Company Balance Sheets, the Consolidated Cash Flow Statement, and the related notes. These financial statements have been prepared under the accounting policies set out therein. Respective responsibilities of directors and auditors The directors' responsibilities for preparing the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the financial statements give a true and fair view and have been properly prepared in accordance with the Companies Act 1985 and whether the information given in the Directors' Report is consistent with those financial statements. We also report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed. We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it. Our report has been prepared pursuant to the requirements of the Companies Act 1985 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 the Companies Act 1985 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. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group's and company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. St Mark Homes II Plc Report of the independent auditors Opinion In our opinion: - the consolidated financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the group's affairs as at 31 December 2007 and of its loss for the year then ended; - the parent company financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the parent company's affairs as at 31 December 2007 - the financial statements have been properly prepared in accordance with the Companies Act 1985; and - the information given in the Directors' Report is consistent with the financial statements. BDO Stoy Hayward LLP Chartered Accountants and Registered Auditors Hatfield Date: 30 May 2008 St Mark Homes II Plc Consolidated Profit and loss account for the year ended 31 December 2007 2007 2006 Note £ £ Turnover 2 - 260,781 Cost of sales 5,648 308,929 ________ ________ Gross loss (5,648) (48,148) Administrative expenses 169,194 239,023 ________ ________ Operating loss 6 (174,842) (287,171) Interest receivable and similar income 7 173,573 138,465 Interest payable and similar charges 8 (461) (1,091) ________ ________ Loss on ordinary activities before taxation (1,730) (149,797) Taxation on loss on ordinary activities 9 - 9,067 ________ ________ Loss on ordinary activities after taxation 16 (1,730) (158,864) ________ ________ Loss per share - basic and diluted `A' ordinary shares 21 nil Nil Ordinary shares (0.06p) (3.51)p All amounts relate to continuing activities. All recognised gains and losses in the current and prior year are included in the profit and loss account. The notes on pages 10 to 20 form part of these financial statements. St Mark Homes II Plc Consolidated Balance sheet at 31 December 2007 2007 2007 2006 2006 Note £ £ £ £ Fixed assets Tangible assets 10 5,584 7,444 ________ ________ 5,584 7,444 Current assets Debtors 12a 221,740 235,607 Debtors - loan notes 12b 2,729,014 - Cash at bank and in hand 89,627 2,857,179 ________ ________ 3,040,381 3,092,786 Creditors: amounts falling due within one year 13 26,083 78,578 ________ ________ Net current assets 3,014,298 3,014,208 ________ ________ 3,019,882 3,021,652 ________ ________ Capital and reserves Called up share capital 14 1,478,748 1,478,748 Capital redemption reserve 15 1,009,518 1,009,518 Other reserve 15 211,822 211,822 Profit and loss account 15 319,794 321,564 ________ ________ Shareholders' funds 17 3,019,882 3,021,652 ________ ________ The financial statements were approved by the board of directors and authorised for issue on 30 May 2008. S Ryan Director The notes on pages 10 to 20 form part of these financial statements. St Mark Homes II Plc Company Balance sheet at 31 December 2007 2007 2007 2006 2006 Note £ £ £ £ Fixed assets Tangible assets 10 4,572 6,095 Investments 11 2,835,026 2,835,026 ________ ________ 2,839,598 2,841,121 Current assets Debtors 12a 132,832 139,225 Debtors - loan notes 12b 2,729,014 - Cash at bank and in hand 83,441 2,766,936 ________ ________ 2,945,287 2,906,161 Creditors: amounts falling due within one year 13 2,754,356 2,718,445 ________ ________ Net current assets 190,931 187,716 ________ ________ 3,030,529 3,028,837 ________ ________ Capital and reserves Called up share capital 14 1,478,748 1,478,748 Capital redemption reserve 15 1,009,518 1,009,518 Other reserve 15 211,822 211,822 Profit and loss account 15 330,441 328,749 ________ ________ Shareholders' funds 16 3,030,529 3,028,837 ________ ________ The financial statements were approved by the board of directors and authorised for issue on 30 May 2008. Sean Ryan Director 30 May 2008 The notes on pages 10 to 20 form part of these financial statements. St Mark Homes II Plc Consolidated Cash flow statement for the year ended 31 December 2007 2007 2007 2006 2006 Note £ £ £ £ Net cash (outflow)/inflow from operating activities 18 (2,940,664) 3,241,046 Returns on investments and servicing of finance Interest received 173,573 138,465 Interest paid (461) (1,091) ________ ________ Net cash inflow from returns on investments and servicing of finance 173,112 137,374 Capital expenditure and financial investment Purchase of fixed assets - (1,850) Sale of fixed assets - 24,500 ________ ________ - 22,650 Cash (outflow) /inflow before use of liquid resources and financing (2,767,552) 3,401,070 Management of liquid resources Transfers (to)/ from bank deposit account - 1,000,000 Financing Purchase of own shares - (1,789,855) ________ ________ (Decrease)/ Increase in cash 19 (2,767,552) 2,611,215 ________ ________ The notes on pages 10 to 20 form part of these financial statements. St Mark Homes II Plc Notes forming part of the financial statements for the year ended 31 December 2007 1 Accounting policies The financial statements have been prepared under the historical cost convention and are in accordance with applicable accounting standards. The following principal accounting policies have been applied: Basis of consolidation The consolidated financial statements incorporate the results of St Mark Homes II Plc and its subsidiary undertaking, St Mark Homes Capital Plc as at 31 December 2007 using the acquisition method of accounting. Under this method the results of subsidiary undertakings are included from the date of acquisition. Turnover Turnover represents the amounts recoverable on contracts with developers. The company contracts with developers on a cost plus basis with a guaranteed maximum price. Profit is taken on these contracts while the contract is in progress having regard to: - the proportion of the projected contract costs which have been incurred at the balance sheet date; - the anticipated final costs of the development; and - the evidence of the commercial success of the development Provision is made for all foreseeable losses. The return on loan notes provided for the development of residential property are shown under interest receivable and similar income. Investments Investments held as a fixed asset are stated at cost less any provision for permanent impairment. Property development loans Interest receivable on property loans is recognised in the period in which it accrues. Profit share returns are only recognised when there is sufficient evidence and the project is sufficiently progressed to assess the likely profitability with a reasonable level of accuracy. Depreciation Depreciation is provided to write off the cost, less estimated residual values, of all tangible fixed assets on a reducing balance basis over their expected useful lives. It is calculated at the following rates: Office equipment - 25% per annum Deferred taxation Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date except that the recognition of deferred tax assets is limited to the extent that the group anticipates making sufficient profits in the future to absorb the reversal of the underlying timing differences. Deferred tax balances are not discounted. St Mark Homes II Plc Notes forming part of the financial statements for the year ended 31 December 2007 (Continued) 1 Accounting policies (Continued) Leased assets Operating lease annual rentals are charged to the profit and loss account on a straight-line basis over the term of the lease. Reverse premiums and similar incentives received to enter into operating lease agreements are released to the profit and loss account over the period to the date on which the rent is first expected to be adjusted to the prevailing market rate. Liquid resources For the purposes of the cash flow statement, liquid resources are defined as short term bank deposits. Dividends Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Dividends on shares wholly recognised as liabilities are recognised as expenses and classified within interest payable. Financial liabilities and equity Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form. 2 Turnover All turnover, profit and net assets are attributable to the principal activity of the group. 3 Segmental analysis 2007 2006 £ £ Turnover Construction contracts - 260,781 Property development finance - - ________ ________ - 260,781 ________ ________ Pre-tax profit/(loss) Construction contracts (30,930) (149,797) Property development finance 29,200 - ________ ________ (1,730) (149,797) ________ ________ St Mark Homes II Plc Notes forming part of the financial statements for the year ended 31 December 2007 (Continued) 3 Segmental analysis (continued) 2007 2006 £ £ Net assets Construction contracts 189,918 191,918 Property development finance 2,729,014 - Unallocated 100,950 2,829,734 ________ ________ 3,019,882 3,021,652 ________ ________ 4 Employees 2007 2006 £ £ Staff costs (including directors) consist of: Wages and salaries 36,674 42,924 Social security costs 2,758 3,435 ________ ________ 39,432 46,359 ________ ________ The average number of employees (including directors) during the year was 3 (2006 â€' 3). Of the above wages and salaries, and social security costs, £36,674 (2006 - £42,924) and £2,758 (2006 - £3,435) relate to the company. The staff costs and number of employees for the company are the same as for the group. 5 Directors' remuneration 2007 2006 £ £ Directors' emoluments 32,633 32,653 Director's fees 28,481 28,245 ________ ________ 6 Operating loss 2007 2006 £ £ This is arrived at after charging/(crediting): Depreciation of tangible fixed assets 1,860 2,480 Hire of plant and machinery - 2,936 Auditors remuneration: - Audit services 10,000 16,000 - Taxation services 3,541 4,322 Share buy-back costs - 39,236 Profit on sale of fixed assets - (5,398) ________ ________ Included in the group audit fee is an amount of £10,000 (2006; £10,000) in respect of the company. The audit fee of the subsidiary is bourn by the parent company. St Mark Homes II Plc Notes forming part of the financial statements for the year ended 31 December 2007 (Continued) 7 Interest receivable and similar income 2007 2006 £ £ Bank Deposits 43,246 138,465 Other loans (see note 12) 130,327 - ________ ________ 173,573 138,465 ________ ________ 8 Interest payable and similar charges 2007 2006 £ £ Bank Overdrafts 461 1,091 ________ ________ 9 Taxation on loss on ordinary activities 2007 2006 £ £ UK Corporation tax Current tax on profit/(loss) of the year - 9,067 ______ _______ The tax assessed for the period is different to the standard rate of corporation tax in the UK. The differences are explained below: 2007 2006 £ £ Loss on ordinary activities before tax (1,730) (149,797) ________ ________ Loss on ordinary activities at the standard rate of corporation tax in the UK of 30% (2006 â€' 30%) (519) (44,939) Effect of: Capital allowances for period in excess of depreciation - (93) Unrelieved tax losses 519 33,255 Expenses not deductible for tax purposes - 11,777 Adjustment in respect of prior years - 9,067 ________ ________ Current tax charge for period - 9,067 ________ ________ There is an unprovided deferred tax asset of £81,745 in respect of tax losses based on a tax rate of 28% (2006; £85,914 at a rate of 30%). This has not been provided in the financial statements as the directors are not sufficiently certain that this amount can be recovered in future years. St Mark Homes II Plc Notes forming part of the financial statements for the year ended 31 December 2007 (Continued) 10 Tangible fixed assets Office Equipment Group £ Cost At 1 January 2007 38,532 ________ At 31 December 2007 38,532 ________ Depreciation At 1 January 2007 31,088 Provided for the year 1,860 ________ At 31 December 2007 32,948 ________ Net book value At 31 December 2007 5,584 ________ At 31 December 2006 7,444 ________ Office Equipment Company £ Cost At 1 January 2007 27,204 ________ At 31 December 2007 27,204 ________ Depreciation At 1 January 2007 21,109 Provided for the year 1,523 ________ At 31 December 2007 22,632 ________ Net book value At 31 December 2007 4,572 ________ At 31 December 2006 6,095 ________ St Mark Homes II Plc Notes forming part of the financial statements for the year ended 31 December 2007 (Continued) 11 Fixed asset investments - subsidiary undertakings Company Cost £ At 1 January and at 31 December 2007 2,835,026 __________ Net book value 2,835,026 ___________ The principal undertaking in which the company has a 100% interest at the year end is St Mark Homes Capital Plc, incorporated in Great Britain. The company's nature of business is that of a housebuilder/ residential developer. St Mark Homes II Plc owns the entire share capital of St Mark Homes Capital which consists of 3,073,200 ordinary shares of 50p and 81 `A' ordinary shares of 50p. 12a Debtors Group Group Company Company 2007 2006 2007 2006 £ £ £ £ Trade debtors 189,918 191,918 101,535 101,535 Other debtors 27,483 24,733 26,958 21,609 Prepayments and accrued income 4,339 18,956 4,339 16,081 ________ ________ ________ ________ 221,740 235,607 132,832 139,225 ________ ________ ________ ________ All amounts shown under debtors fall due for payment within one year 12b Debtors Group Group Company Company Group Group Company Company 2007 2006 2007 2006 £ £ £ £ Loan Notes 2,729,014 - 2,729,014 - ___________ ________ __________ ________ The loan notes are specifically against developments in Ruislip, Harrow and Twickenham which are held in limited company subsidiaries of Mizen Properties Limited. The principals are £900,000, £1,000,000, and £700,000 respectively. Interest at a rate of 6.75% per annum is payable on the outstanding balance of each loan note. Interest is compounded monthly and will be accumulated to the date of payment. Each loan note also carries an entitlement to a share of post interest - pre tax profits on each project. The accumulated interest and profit share for each loan note will be discharged subject to profitability not later than the prescribed date (30 days following the date on which the developer disposes of the last of the units and car parking spaces on each scheme). The anticipated completion dates are set out in the directors' report but inherently there can be no certainty regarding the exact dates of repayment of the loans. St Mark Homes II Plc Notes forming part of the financial statements for the year ended 31 December 2007 (Continued) 13 Creditors: Amounts falling due within one year Group Group Company Company 2007 2006 2007 2006 £ £ £ £ Bank overdraft - 9,863 - 9,863 Trade creditors 7,088 57,066 7,088 50,619 Other taxation and social Security 1,646 989 1,646 989 Amounts owed to group company - - 2,728,313 2,648,313 Accruals and deferred income 17,307 10,618 17,267 8,619 _______ ________ _________ _________ 26,041 78,536 2,754,314 2,718,403 ________ ________ _________ _________ "A" ordinary shares 42 42 42 42 ________ ________ _________ ________ 26,083 78,578 2,754,356 2,718,445 ________ ________ _________ _________ 14 Share capital Group and Company Group and Company 2007 2006 2007 2006 Number Number £ £ Authorised Share Capital Ordinary shares of 50p each 9,900,000 9,900,000 4,950,000 4,950,000 `A' ordinary shares of 50p each 168 168 84 84 Preference shares of £1 each 50,000 50,000 50,000 50,000 ________ ________ _________ ________ 9,950,168 9,950,168 5,000,084 5,000,084 ________ ________ _________ ________ Allotted, called up and fully paid share capital Ordinary shares of 50p each 2,957,495 2,957,495 1,478,748 1,478,748 `A' ordinary shares of 50p each* 84 84 42 42 ________ _________ _________ ________ *In accordance with FRS25 the 84 `A' ordinary shares of 50p each are presented as a liability in the group and company balance sheet. The 84 `A' ordinary shares of 50p each, ranking pari passu in all respects with the ordinary shares of 50p each in the capital of the company except for the following:- (a) The holders of "A" Shares as a class shall be entitled to receive in respect of each accounting period for which audited accounts for the Company are produced (pro rata to their respective holdings of "A" Shares) 50% of the following, namely:- X -Y (hereinafter referred to as the ""A" Share Dividend") where X = the net assets plus cumulative and ordinary dividends per share after 26 July 2007; where Y is equal to: 111.5p during the period until 31 December 2007; and thereafter 111.5p plus 5p and the "A" Share Dividend for each year after 31 December 2007. (b) The 84 "A" Ordinary shares rank in priority to the ordinary shares on a winding up to the extent that there are any arrears, deficiencies and accruals (if any) of the 'A' shares dividend. St Mark Homes II Plc Notes forming part of the financial statements for the year ended 31 December 2007 (Continued) 15 Reserves Capital redemption Other Profit Reserve Reserve and loss £ account £ £ Group At 1 January 2007 1,009,518 211,822 321,564 Loss for year - - 1,730 ________ ___________ ________ At 31 December 2007 1,009,518 211,822 319,794 ___________ ________ ________ Company At 1 January 2007 1,009,518 211,822 328,749 Profit for year - - 1,692 _________ ________ ________ 1,009,518 211,822 330,441 __________ ________ ________ 16 Reconciliation of movements in shareholders' funds 2007 2006 £ £ Group Loss for the year (1,730) (158,864) Redemption of Shares - (1,789,855) ________ ________ (1,730) (1,948,719) Opening shareholders' funds 3,021,652 4,970,371 ________ ________ Closing shareholders' funds 3,019,882 3,021,652 ________ ________ Company Profit for the year 1,692 275,199 Redemption of Shares - (1,789,855) ________ ________ 1,692 (1,514,656) Opening shareholders' funds 3,028,837 4,543,493 __________ __________ Closing shareholders' funds 3,030,529 3,208,837 __________ __________ St Mark Homes II Plc Notes forming part of the financial statements for the year ended 31 December 2007 (Continued) 17 Related party disclosures Related party transactions and balances During the year the following related party transactions took place: (a) Mizen Properties Limited Office rental, rates and service charges of £6,000 (2006 ; £9,810) were paid to Mizen Properties Limited. £25,068 (2006; £22,979) was paid to Mizen Properties Limited for the provision of project management and engineering services provided by Bernard J Tansey. At the year end an amount of £6,267 (2006; £2,455) was included within trade creditors in respect of these services. During the year the company had an ongoing building construction contracts with Mizen Properties Limited at Benwell Road, Islington. During the year loan notes (included in debtors - see note 12b) were purchased from specific subsidiary entities of Mizen Properties Limited. The loan notes are specifically against developments in Ruislip, Harrow and Twickenham which are held in limited company subsidiaries of Mizen Properties Limited. The principals are £900,000, £1,000,000, and £700,000 respectively. Interest at a rate of 6.75 % per annum is payable on the outstanding balance of each loan note. Interest is compounded monthly and will be accumulated to the date of payment. Each loan note also carries an entitlement to a share of post interest - pre tax profits on each project. The accumulated interest and profit share for each loan note will be discharged subject to profitability not later than the prescribed date (30 days following the date on which the developer disposes of the last of the units and car parking spaces on each scheme). The anticipated completion dates are set out in the directors' report but inherently there can be no certainty regarding the exact dates of repayment of the loans. Included within debtors are trade debtors of £101,533 (2006; £101,533) which relate to contracts at Bromley and Benwell Road with Mizen Properties Limited. Bernard J Tansey is a director of the above company in which he holds no beneficial interest. (b) Ryan Heaphy & Co Limited £44,100 (2006; £44,100) was paid to the above company for the provision of accountancy, IT, project and quality management services. Sean Ryan is a shareholder (80%) and director of the above company. (c) Merchant Place Corporate Finance Limited £16,481 (2006; £16,245) was charged by the above company during the year for provision of Michael Chicken's services as non executive director . In addition a corporate finance fee of £4,000 (2006; £14,000) was charged by the above company during the year for ongoing monitoring and for advice in relation to the share buy back. Michael Chicken is a director and shareholder of the above company. The balance at the year end of £2,765 (2006; £5,083) is included in trade creditors. All transactions above were conducted on normal commercial terms. St Mark Homes II Plc Notes forming part of the financial statements for the year ended 31 December 2007 (Continued) 18 Reconciliation of operating profit/(loss) to net cash (outflow)/inflow from operating activities 2007 2006 £ £ Operating loss (174,842) (287,170) Depreciation of tangible fixed assets 1,860 2,480 (Increase)/decrease in debtors (2,715,147) 3,688,904 Increase/(decrease) in creditors (52,535) (157,770) (Profit)/loss on sale of fixed assets - (5,398) __________ _________ Net cash (outflow)/inflow from operating activities (2,940,664) 3,241,046 __________ _________ 19 Reconciliation of net cash flow to movement in net funds 2007 2006 £ £ Increase/(decrease) in cash (2,767,552) 2,611,215 Cash (inflow)/outflow from changes in liquid resources - (1,000,000) __________ __________ Movement in net funds (2,767,552) 1,611,215 Opening net funds 2,857,179 1,236,101 ___________ __________ Closing net funds 89,627 2,847,316 ___________ __________ 20 Analysis of net funds Group 1 January Cash 31 December 2007 Flow 2007 Cash at bank and in hand 2,857,179 (2,767,552) 89,627 Bank overdrafts (9,863) 9,863 - ________ ________ ________ Total 2,847,316 (2,757,689) 89,627 ________ ________ ________ St Mark Homes II Plc Notes forming part of the financial statements for the year ended 31 December 2007 (Continued) 21 Profit per share Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the financial year. The weighted average number of "A" Ordinary shares in issue was 84 (2006; 84) and the earnings being profit after tax attributable to "A" Ordinary shares, was £Nil (2006 : £Nil). The weighted average number of Ordinary shares in issue was 2,957,495 (2006; 4,522,940) and the earnings being loss after tax attributable to ordinary shares was £1,730 (2006; loss £158,864). Basic and diluted earnings per share are the same as there are no potential ordinary shares or potential 'A' ordinary shares in issue. 2007 2006 £ £ Numerator Earnings used as the calculation of basic and diluted EPS (1,730) (158,864) ________ ________ Number Number Denominator Weighted average number of shares used in basic EPS 2,957,495 4,522,940 __________ __________ 22 Financial instruments The treasury policy of the group is referred to in the directors' report. There are no floating or fixed rate financial assets at the year end. The fair values of the financial assets and liabilities are equal to their book values. The company's credit risk is primarily attributable to its trade debtors. Credit risk is managed by monitoring payments against contractual agreements. 23 Profit for the financial year The company has taken advantage of the exemption allowed under section 230 of the Companies Act 1985 and has not presented its own profit and loss account in these financial statements. The group profit for the year includes a profit after tax at £1,692 (2006 : loss of £275,199) which is dealt with in the financial statements of the parent company.

Companies

STM Group (STM)
UK 100
FTSE quotes by TradingView

Latest directors dealings

All directors dealings today