Final Results
28 August 2009
TRAFALGAR NEW HOMES PLC
(the "Company")
FINAL RESULTS
CHAIRMAN'S STATEMENT
For The Year Ended 31 March 2009
The results for the year ended 31 March 2009 reflect the fact that the Company
had no activity during the period in terms of trading.
But post year end after a long and protracted negotiation, we sold the land and
the part completed development of 9 terraced houses in Mitcham Surrey, to
Wandle Housing Association ("Wandle") on 17 June 2009, for the following sums:
* Land £1,120,672.00
* Building works to date £845,430.00
* Less retentions £168,077.00
* Amount received £1,798,024.10
* Less loans redeemed to principal banker and others £1,647,282.51
In addition to the above, a separate agreement has been entered into by
Trafalgar New Homes plc to complete the development for the sum of £833,570.00,
payable upon valuation by Wandle's agents.
This transaction was forced upon Trafalgar due to the current economic crisis
and housing 'crash', which was compounded by the fact that Trafalgar's
principal banker would not advance any more money to complete the development
without guaranteed sales and a possible cash input.
The scheme will show a loss and there is a shortfall. The Board are in
negotiations with various creditors to persuade the parties to accept shares in
lieu of cash.
Notwithstanding the difficult market conditions, we remain optimistic about the
future of the Company and are actively seeking further opportunities to enhance
shareholder value.
Robert McKendrick
Executive Chairman
28 August 2009
The Directors of the issuer accept responsibility for this announcement.
For further information please contact:
Trafalgar New Homes plc 07836 722840
Andy Moore
SVS Securities plc 020 7638 5600
Ian Callaway
FINANCIAL RESULTS:
TRAFALGAR NEW HOMES PLC
PROFIT AND LOSS ACCOUNT
For The Year Ended 31 March 2009
2009 2008
Notes £ £
TURNOVER - -
Administrative expenses 91,492 72,573
OPERATING LOSS 3 (91,492) (72,573)
Interest payable 4 23,645 6,024
and similar charges
LOSS ON ORDINARY ACTIVITIES
BEFORE TAXATION (115,137) (78,597)
Tax on loss on 5 - -
ordinary activities
LOSS FOR THE FINANCIAL YEAR
AFTER TAXATION (115,137) (78,597)
Earnings per share expressed
in pence per share: 6
Basic -1.32 -1.17
Diluted -1.32 -1.17
CONTINUING OPERATIONS
None of the company's activities were acquired or discontinued during the
current year or previous year.
TOTAL RECOGNISED GAINS AND LOSSES
The company has no recognised gains or losses other than the losses for the
current year or previous year.
TRAFALGAR NEW HOMES PLC
BALANCE SHEET
31 March 2009
2009 2008
Notes £ £ £ £
FIXED ASSETS
Tangible assets 7 475 633
CURRENT ASSETS
Stocks 8 1,846,570 1,347,486
Debtors 9 17,358 14,821
Cash at bank 1,848 -
1,865,776 1,362,307
CREDITORS
Amounts falling due 10 1,825,989 1,227,681
within one year
NET CURRENT ASSETS 39,787 134,626
TOTAL ASSETS LESS CURRENT
LIABILITIES 40,262 135,259
CAPITAL AND RESERVES
Called up share capital 13 87,575 67,435
Share premium 14 194,393 194,393
Profit and loss account 14 (241,706) (126,569)
SHAREHOLDERS' FUNDS 20 40,262 135,259
TRAFALGAR NEW HOMES PLC
CASH FLOW STATEMENT
For The Year Ended 31 March 2009
2009 2008
Notes £ £ £ £
Net cash outflow
from operating activities 1 (511,698) (142,349)
Returns on investments and
servicing of finance 2 (23,645) (6,024)
(535,343) (148,373)
Financing 2 551,720 127,932
Increase/(Decrease) in cash 16,377 (20,441)
in the period
Reconciliation of net cash flow
to movement in net debt 3
Increase/(Decrease)
in cash in the period 16,377 (20,441)
Cash (inflow)/outflow
from (increase)/ (561,616) 233,628
decrease in debt
Change in net debt resulting
from cash flows (545,239) 213,187
Movement in net debt (545,239) 213,187
in the period
Net debt at 1 April (776,168) (989,355)
Net debt at 31 March (1,321,407) (776,168)
TRAFALGAR NEW HOMES PLC
NOTES TO THE CASH FLOW STATEMENT
For The Year Ended 31 March 2009
1. RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM
OPERATING ACTIVITIES
2009 2008
£ £
Operating loss (91,492) (72,573)
Depreciation charges 158 211
Increase in stocks (499,084) (106,466)
Increase in debtors (2,537) (10,446)
Increase in creditors 81,257 46,925
Net cash (511,698) (142,349)
outflow from operating activities
2. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW
STATEMENT
2009 2008
£ £
Returns on investments
and servicing of finance
Interest paid (23,645) (6,024)
Net cash (23,645) (6,024)
outflow for returns on
investments and servicing
of finance
Financing
New loans in year 561,616 725,000
Loan repayments in year - (958,628)
Amount introduced by directors 10,000 361,560
Amount withdrawn by directors (40,036) -
Share issue 20,140 -
Net cash 551,720 127,932
inflow from financing
3. ANALYSIS OF CHANGES IN NET DEBT
At 1.4.08 Cash flow At 31.3.09
£ £ £
Net cash:
Cash at bank - 1,848 1,848
Bank overdraft (51,168) 14,529 (36,639)
(51,168) 16,377 (34,791)
Debt:
Debts falling due
within one year (725,000) (561,616) (1,286,616)
(725,000) (561,616) (1,286,616)
Total (776,168) (545,239) (1,321,407)
TRAFALGAR NEW HOMES PLC
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended 31 March 2009
1. ACCOUNTING POLICIES
Accounting convention
The financial statements have been prepared under the historical cost
convention and are in accordance with applicable accounting standards.
Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off
each asset over its estimated useful life.
Fixtures and - 25% on reducing balance
fittings
Work in progress
Work in progress is estimated at the lower of cost and net realisable value.
When it is expected that total contract costs will exceed total contract
revenue, the expected loss is recognised as an expense immediately.
Deferred tax
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date.
Estimates
In application of the company's accounting policies, the Directors are required
to make judgements, estimates and assumptions about the carrying amount of
assets and liabilities. These estimates and assumptions are based on historical
experience and other factors considered relevant. Actual results may differ
from estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period which the
estimate is revised if the revision affects only the period or on the period of
the revision and future payments if the revision affects both current and
future periods.
The key assumptions concerning the future that have a significant risk of
causing a material adjustment to the carrying amount of assets and liabilities
within the next financial year are in respect of work in progress. The
determination as to whether a contract is expected to make a loss in the future
is based on independent professional valuers utilising intrinsic methods of
valuation and on the Directors estimation and knowledge of anticipated profit
generation.
2. STAFF COSTS
2009 2008
£ £
Wages and salaries 10,100 25,500
The average monthly number of employees during the year was as follows:
2009 2008
Management 4 4
3. OPERATING LOSS
The operating loss is stated after charging:
2009 2008
£ £
Depreciation
- owned assets 158 211
Auditors' remuneration 4,000 2,500
Directors' emoluments 10,100 25,500
4. INTEREST PAYABLE AND SIMILAR CHARGES
2009 2008
£ £
Bank interest 4,510 6,024
Interest on
director loan 11,859 -
Other interest 7,276 -
23,645 6,024
5. TAXATION
Analysis of the tax charge
No liability to UK corporation tax arose on ordinary activities for the year
ended 31 March 2009 nor for the year ended 31 March 2008.
Factors affecting the tax charge
The tax assessed for the year is higher than the standard rate of corporation
tax in the UK. The difference is explained below:
2009 2008
£ £
Loss on ordinary
activities
before tax (115,137) (78,597)
Loss on ordinary
activities
multiplied by the
standard rate of
corporation tax
in the UK of 21%
(2008 - 20%) (24,179) (15,719)
Effects of:
Non-deductible
expenses 24,179 15,719
Current tax charge - -
Factors that may affect future tax charges
The company has no losses carried forward (2008 £nil) to be set against future
taxable profits. No deferred tax asset has been recognised as there are no
taxation timing differences to provide for.
6. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to
ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of
shares adjusted to assume the conversion of all dilutive potential ordinary
shares.
Reconciliations are set out below.
2009
Weighted
average
number Per-share
Earnings of amount
£ shares pence
Basic EPS
Earnings attributable
to ordinary (115,137) 8,718,894 -1.32
shareholders
Effect of - - -
dilutive securities
Diluted EPS
Adjusted earnings (115,137) 8,718,894 -1.32
2008
Weighted
average
number Per-share
Earnings of amount
£ shares pence
Basic EPS
Earnings attributable
to ordinary (78,597) 6,743,519 -1.17
shareholders
Effect of - - -
dilutive securities
Diluted EPS
Adjusted earnings (78,597) 6,743,519 -1.17
7. TANGIBLE FIXED ASSETS
Fixtures
and
fittings
£
COST
At 1 April 2008
and 31 March 2009 1,500
DEPRECIATION
At 1 April 2008 867
Charge for year 158
At 31 March 2009 1,025
NET BOOK VALUE
At 31 March 2009 475
At 31 March 2008 633
8. STOCKS
Work in progress comprises one land development which is included at its
original cost of £775,000 together with subsequent development costs. Included
within these "development costs" is interest arising on loans specifically
incurred for the land development. During the year interest of £45,689 (2008 £
83,166) was taken to work in progress. A professional valuation was carried out
by Stevens Scanlan LLP on 23 July 2007 and assessed the Gross Development
Valuation of the site, when complete to be £3,385,000. As the company already
has planning permission and taking into account subsequent development works,
the directors consider the market value of the development at 31 March 2009 to
be not less than the costs incurred to date as shown on the balance sheet.
Subsequent to the year end, the part completed development was sold as
disclosed in note 18 of the financial statements
9. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2009 2008
£ £
Other debtors 1,468 1,468
VAT 5,434 2,649
Prepayments and accrued income 10,456 10,704
17,358 14,821
10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2009 2008
£ £
Bank loans and overdrafts 1,323,255 776,168
(see note 11)
Trade creditors 80,606 32,205
Other creditors 32,856 -
Directors' current accounts 361,272 391,308
Accrued expenses 28,000 28,000
1,825,989 1,227,681
11. LOANS
An analysis of the maturity of loans is given below:
2009 2008
£ £
Amounts falling due
within one year or on demand:
Bank overdrafts 36,639 51,168
Bank loans 1,286,616 725,000
1,323,255 776,168
The bank overdraft at the year end was subject to floating interest rates of 3%
above the banks base rate. The bank loan at the year end was subject to a
interest rate of 1.75% above the banks base rate. The loan at 31 March 2009 is
repayable upon the earlier of 12 months from the year end or the date of
disposal of the completed units.
Subsequent to the year end, the bank loan was repaid as disclosed in note 18 of
the financial statements.
12. SECURED DEBTS
The following secured debts are included within creditors:
2009 2008
£ £
Bank overdrafts 36,639 51,168
Bank loans 1,286,616 725,000
Directors' current account 325,000 -
1,648,255 776,168
The bank loan and overdraft are secured by a fixed and floating charge over the
assets of the company and by a £300,000 personal guarantee from R J McKendrick
a director of the company.
A fixed and floating charge was created on 27 May 2008 over the assets of the
company, for a sum of £325,000, in favour of R J McKendrick a director of the
company.
The company assigned part of the charge due to the bank on 20 June 2008, to the
names of J E Upchurch, a director of the company, and K Virk, a former director
of the company, as security against contracts entered into on 30 April 2008 to
purchase two plots of the existing land development.
A deposit was received on 30 April 2008 ,in respect of the purchase of two
plots and the option to complete the transaction was in the event not
exercised.
13. CALLED UP SHARE CAPITAL
Authorised:
Number: Class: Nominal 2009 2008
value: £ £
20,000,000 Ordinary £0.01 200,000 200,000
Allotted, issued and fully paid:
Number: Class: Nominal 2009 2008
value: £ £
8,757,519 Ordinary £0.01 87,575 67,435
(2008 - 6,743,519)
2,014,000 Ordinary shares of £0.01 each were allotted and fully paid for cash
at par during the year.
14. RESERVES
Profit
and loss Share
account premium Totals
£ £ £
At 1 April 2008 (126,569) 194,393 67,824
Deficit for the year (115,137) (115,137)
At 31 March 2009 (241,706) 194,393 (47,313)
15. CONTINGENT LIABILITIES
There is an agreement in place dated 11 September 2007, for R J McKendrick and
A Moore, directors of the company, to be each granted a 10% profit share on the
existing Mitcham Development, on all gross profits above £400,000, should the
company achieve these figures upon the completion of the development. The same
agreement also provides for both directors to be collectively paid a
development management fee of up to £170,000 upon the completion of the
development.
There is an agreement in place dated 11 February 2008 for R J McKendrick to be
paid a 50% arrangement fee of £162,500 in respect of his £325,000 secured loan
, to be paid upon the completion of the development.
As the development has not been completed, and the assessment of whether a
profit has been achieved not concluded, no provision has been made for the
above liabilities as at 31 March 2009.
16. TRANSACTIONS WITH DIRECTORS
During the year the company was recharged £61,244 (2008 £54,766) by R J
McKendrick, a director of the company, for business expenditure incurred by him
on its behalf. The amount owed to R J McKendrick at the year end was £331,524
(2008 £361,560).
17. RELATED PARTY DISCLOSURES
During the year the company paid a fee of £10,000 (2008 £nil) to SVS Securities
PLC, a company controlled by K Virk, a significant shareholder of the company.
18. POST BALANCE SHEET EVENTS
On 17 June 2009 ,the land and the part completed development of nine terraced
houses, which formed all of the work in progress at 31 March 2009, was sold to
a Housing Association for a consideration of £1,968,102. Subsequent to this
transaction, the company entered into a separate agreement with this Housing
Association to complete the development for the sum of £833,750.
In accordance with the terms of the Loan agreement with the Bank of Ireland,
following the above sale, the proceeds were used to discharge the loan and the
account was closed on 22 June 2009.
19. ULTIMATE CONTROLLING PARTY
No individual has overall control of the company.
20. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
2009 2008
£ £
Loss for the financial year (115,137) (78,597)
Shares issued 20,140 -
Net reduction of shareholders' funds (94,997) (78,597)
Opening shareholders' funds 135,259 213,856
Closing shareholders' funds 40,262 135,259
21. GOING CONCERN
As described in the Chairman's Statement and Directors' Report the current
economic environment is challenging and the company has reported another
operating loss for the year The directors' consider that the outlook presents
significant challenges in terms of exploring further development opportunities.
Whilst the directors have instituted measures to preserve cash and secure
additional finance , these circumstances create material uncertainties over
future trading results and cash flows.
As explained in the Chairman's Statement and Note 18 , the directors' have,
post year end, sold the land and part completed development and negotiated a
separate agreement to complete the development. Based upon negotiations
conducted to date the directors have a reasonable expectation that the
development will proceed successfully, but if not the company will need to
secure additional finance facilities.
As also explained in the Chairman's Statement, the company has redeemed loans
to the principle banker and others . Any future loan facilities would be
dependant upon guaranteed income and a possible cash input. The directors are
also pursuing alternative sources of finance in case a new facility is not
forthcoming, but have not yet secured a commitment.
The directors have concluded that the combination of these circumstances
represent a material uncertainty that casts significant doubt over the
company's ability to continue as a going concern. Nevertheless after making
enquiries, and considering the uncertainties described above, the directors
have a reasonable expectation that the company has adequate resources to
continue in operational existence for the foreseeable future. For these
reasons, they continue to adopt the going concern basis in preparing the annual
report and accounts.
Additionally, the following text appears in the Report of the Independent
Auditors to the Shareholders of Trafalgar New Homes PLC:
"Emphasis of matter - Going concern
In forming our opinion on the financial statements, which is not qualified, we
have considered the adequacy of the disclosures made in note 21 to the
financial statements concerning the company's ability to continue as a going
concern. As described in note 21 the company incurred a net loss for the year
ended 31 March 2009 and is dependent on funding continuing from its bankers and
Chairman to ensure its going concern status. These conditions along with the
other matters explained in note 21 to the financial statements, indicate the
existence of a material uncertainty which may cast significant doubt about the
company's ability to continue as a going concern. The financial statements do
not include the adjustments that would result if the company was unable to
continue as a going concern."
ADDITIONAL
The information contained in this announcement has been extracted from the
audited information contained in the report of the directors and financial
statements of Trafalgar New Homes PLC for the year ended 31 March 2009. The
report of the directors and financial statements of Trafalgar New Homes PLC for
the year ended 31 March 2009 is available for inspection by the public at the
Company's registered office, which is located at 13 Caroline Street, St Pauls
Square, Birmingham, West Midlands, B3 1TR.