Braemar Group plc
18 June 2009
AUDITED FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2009
CHAIRMAN'S STATEMENT
I am pleased to report that the Group has made good progress in the year ended 31 March 2009, increasing the value of funds and properties under management, with the consequential increase in recurring fee income.
Financial Overview
Group revenue for the year ended 31 March 2009 was £2,610,000 (2008: £1,264,000). Divisional turnover for the year is made up of £1,513,000 from corporate finance and fund management ('Braemar Securities') (2008: £776,000), £1,080,000 from property management ('Braemar Estates') (2008: £475,000) and £17,000 from property investment and trading (2008: £13,000).
The increase in revenue of the two principal divisions, excluding property investment and trading, represents a doubling of revenue in the Group's core businesses and has more than doubled the Group's gross profit to £1,688,000 (2008: £819,000). Crucially this increase has been based on the growth of recurring income to £915,000 (2008: £343,000), which represents some 50% of administrative expenses (2008: 26%).
The loss before tax for the year from continuing operations of £180,000 (2008: £439,000 loss) reflects delays in the launch of planned investment products, £42,000 abort costs from the cancellation of the launch of the planned Solar Park Cell, and the deferral of property investments by our Coronation funds as a result of the uncertainty in the property market, with the resultant deferral of revenue.
Cash balances at the year-end were £206,000 (2008: £289,000), and total equity at the year-end amounted to £2,545,000 (2008: £2,738,000).
Business Review
Strategy
Our strategy remains that of developing our property fund management business, backed by the continued development of our support services in corporate finance and residential property management. The medium-term aim of the Group is to ensure that recurring income is sufficient to cover all administrative costs.
Braemar Securities
We have further diversified our range of funds to include Agricultural Land, Student Accommodation and Ground Rents, the latter being launched early in the new financial year. All three funds take the form of Guernsey registered Open Ended Investment Companies (OEICs). This move, to list funds on the Channel Islands Stock Exchange, has increased our funds under management markedly during the last year. The funds under management in our three OEICs amounted to some £18 million at 31 May 2009 and each one remains open for subscription on the monthly dealing date. Income is derived from these funds through a blend of initial and recurring annual management fees.
These investment products, which we have launched as public funds with unit prices quoted by many financial information providers and in national newspapers, are proving attractive to IFAs and other advisors who promote on our behalf. Momentum has gained throughout the last 12 months, especially since the launch of our Student Accommodation OEIC, which has reported an increase in net assets per share of 26% since inception in November 2008.
Braemar UK Agricultural Land plc completed the purchase of its first farm in October 2008 and, on 1 June 2009, published a prospectus and admission document to raise up to £20 million, by way of an offer for subscription and introduction to AIM, which closes on 22 July 2009.
Braemar Estates
Our property management division, now responsible for the management of approximately £250m of assets, representing some 2,500 apartments, has proved resilient during the wider property downturn, particularly as our activities are limited to the management or refurbishment of assets we own, assets in funds we manage and third party owned freeholds.
Growth in this business during the year was buoyed towards the end of the year with the acquisition of Manchester Ground Rent Company Limited (MGRC), for a cash consideration of £107,000 and the assumption of MGRC's debt of £315,000. MGRC owns the long leasehold of Castlegate, a block of 84 apartments in Castlefield, Manchester. As long leaseholder, MGRC is entitled to receive ground rents amounting to approximately £25,200 per annum, is responsible for arranging the insurance of the building and collects service charges out of which it pays the maintenance costs of the common parts.
Current trading and prospects
The Directors are pleased that the above achievements are providing a more stable footing for the Group. The growth in revenue, coupled with a more balanced income profile throughout the year, and the increase in recurring income has strengthened the Group's financial position.
The new financial year has started with the launch of the Ground Rents OEIC and further fund raising for the farming business, Braemar UK Agricultural Land plc. If the flotation on AIM of the farming business is successful, the outcome of which is expected to be known by the end of July 2009, the Group will benefit from the initial commission on funds raised and a recurring annual administration fee. The Group also holds warrants to subscribe for equity in the company.
The Directors continue to explore the possibility of creating funds for other property assets, but expect the focus of the current year to be on building the size of each existing fund to gain the benefit of economies of scale on the performance of both the Group and each fund.
Martin Robinson
Chairman
18 June 2009
CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 MARCH 2009
|
|
Year ended 31 March 2009 |
Year ended 31 March 2008 |
|
|
£'000 |
£'000 |
Revenue |
|
|
|
Existing operations |
3 |
2,610 |
1,170 |
Acquisitions |
16 |
- |
94 |
|
|
|
|
Cost of sales |
|
(922) |
(445) |
|
|
|
|
Gross profit |
|
1,688 |
819 |
Fair value adjustments to investment properties |
15 |
(28) |
82 |
Administration expenses |
|
(1,840) |
(1,340) |
Operating (loss)/profit from continuing operations |
|
|
|
Existing operations |
|
(180) |
(443) |
Acquisitions |
|
- |
4 |
|
|
(180) |
(439) |
Investment income |
8 |
29 |
42 |
Finance costs |
9 |
(59) |
(53) |
Loss before taxation |
|
(210) |
(450) |
Income tax income/(expense) |
10 |
8 |
(23) |
Loss for the year from continuing operations |
|
(202) |
(473) |
Loss for the year from discontinued operations |
|
- |
(471) |
Loss for the year attributable to equity holders of parent |
|
(202) |
(944) |
Loss per share - basic and diluted |
|
|
|
from continuing operations |
11 |
0.12p |
0.31p |
from discontinued operations |
11 |
- |
0.31p |
from continuing and discontinued operations |
11 |
0.12p |
0.62p |
CONSOLIDATED BALANCE SHEET AT 31 MARCH 2009
|
|
31 March 2009 |
31 March 2008 |
|
Notes |
£'000 |
£'000 |
|
|
|
|
Non-current assets |
|
|
|
Goodwill |
12 |
2,736 |
2,694 |
Other intangible assets |
13 |
99 |
101 |
Property, plant and equipment |
14 |
141 |
183 |
Investment properties |
15 |
607 |
225 |
Held-to-maturity investments |
17 |
59 |
18 |
Other financial assets |
18 |
67 |
37 |
Available-for-sale investments |
19 |
8 |
32 |
|
|
3,717 |
3,290 |
Current assets |
|
|
|
Trade and other receivables |
20 |
327 |
1,919 |
Cash and cash equivalents |
22 |
206 |
289 |
|
|
533 |
2,208 |
|
|
|
|
Total assets |
|
4,250 |
5,498 |
|
|
|
|
Equity and liabilities |
|
|
|
Issued capital |
26 |
1,638 |
1,638 |
Share premium |
28 |
2,945 |
2,945 |
Accumulated loss |
28 |
(2,038) |
(1,845) |
Total equity |
|
2,545 |
2,738 |
Non-current liabilities |
|
|
|
Interest bearing loans and borrowings |
23 |
533 |
225 |
Obligations under finance leases |
23 |
11 |
29 |
Deferred tax |
24 |
40 |
23 |
|
|
584 |
277 |
Current liabilities |
|
|
|
Trade and other payables |
25 |
587 |
1,949 |
Interest bearing loans and borrowings |
23 |
512 |
512 |
Obligations under finance leases |
23 |
22 |
22 |
|
|
1,121 |
2,483 |
|
|
|
|
Total liabilities |
|
1,705 |
2,760 |
|
|
|
|
Total equity and liabilities |
|
4,250 |
5,498 |
The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 18 June 2009.
W M Robinson J S Murphy
Chairman Director
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED
31 MARCH 2009
|
|
Year ended 31 March 2009 |
Year ended 31 March 2008 |
|
Notes |
£'000 |
£'000 |
Cash absorbed by operations |
21 |
(195) |
(878) |
Income taxes paid |
|
- |
- |
Interest paid |
|
(24) |
(45) |
|
|
|
|
Net cash outflow from operating activities |
|
(219) |
(923) |
|
|
|
|
Cash flows from investing activities |
|
|
|
Interest received |
|
29 |
41 |
Purchase of property, plant and equipment |
|
(27) |
(186) |
Purchase of held-to-maturity investments |
|
(41) |
(14) |
Purchase of investment property |
|
- |
(1) |
Acquisition of subsidiary |
|
(107) |
(589) |
Net cash used in investing activities |
|
(146) |
(749) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Proceeds from issue of share capital |
|
- |
1,312 |
Transaction costs of issue of share capital |
|
- |
(16) |
Proceeds from borrowings |
|
308 |
283 |
Repayment of borrowings |
|
(26) |
(385) |
Net cash from financing activities |
|
282 |
1,194 |
|
|
|
|
Net reduction in cash and cash equivalents |
|
(83) |
(478) |
Cash and cash equivalents at 1 April |
|
289 |
767 |
Cash and cash equivalents at 31 March |
22 |
206 |
289 |
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE FOR THE YEAR ENDED 31 MARCH 2009
|
Year ended 31 March 2009 |
Year ended 31 March 2008 |
|
£'000 |
£'000 |
Losses on available-for-sale investments taken to equity |
(3) |
(80) |
Expense recognised directly in equity |
(3) |
(80) |
Loss for the period |
(202) |
(944) |
Total recognised income and expense for the period |
(205) |
(1,024) |
1. Basis of preparation
The Group's financial statements for the year ended 31 March 2009 have been prepared in accordance with IFRS as adopted by the European Union, and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS.
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that effect the application of policies and reported amounts in the financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the financial statements are disclosed in note 2.
The parent company financial statements have been prepared under UK GAAP and have been presented separately at the end of the report.
1.1 IFRS's effective in 2008/9 but not relevant
The following interpretations were mandatory for the Group's accounting period, but not relevant to the operations of the Group:
IFRIC 12 Service concession arrangements
IFRIC 14 (IAS 19) The limit on a defined benefit asset, minimum funding requirements and their interaction
IAS 39 and IFRS 7 (amendment) Reclassification of financial instruments
1.2 EU adopted IFRS not yet applied
It is not expected that adoption of standards or interpretations which have been issued by the International Accounting Standards Board but have not been adopted will have a material impact on the financial statements.
The Group intends to apply these standards and interpretations when they become effective.
2. Accounting policies
The principal accounting policies adopted by the Group are as follows:
2.1 Basis of consolidation
The consolidated income statement and balance sheet includes the financial statements of the Company and its subsidiary undertakings made up to 31 March 2009. The results of subsidiaries sold or acquired are included in the income statement up to, or from, the date control passes. Intra-group revenue and profits are eliminated fully on consolidation.
2.2 Revenue recognition
The revenue shown in the consolidated income statement comprises gross sale proceeds of trading properties, gross rentals, commissions and sundry income and the invoiced value of goods and services supplied by the Group net of VAT. Where amounts are due conditional on the successful completion of fund-raising for an investment vehicle revenue is recognised where, in the opinion of the Directors, there is a reasonable certainty that sufficient funds have been raised to enable the successful operation of that investment vehicle. Amounts due on an annual basis for the management of third party investment vehicles are recognised on a time apportioned basis.
2.3 Business combinations
Acquisitions are accounted for using the purchase method as required by IFRS 3 Business Combinations.
2.4 Taxation
Current tax, including UK corporation tax, is provided on any amounts expected to be paid (or recovered) using tax rates and laws that have been enacted by the balance sheet date.
Deferred tax is provided in full in respect of taxation deferred by temporary differences between the treatment of certain items for taxation and accounting purposes. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.
2.5 Goodwill
Goodwill arising on the acquisition of subsidiary undertakings or businesses, representing any excess of fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is recognised as an asset. Goodwill is reviewed for impairment at least annually and any impairment is to be recognised in the income statement and is not subsequently reversed. Goodwill is carried at cost less accumulated impairment losses.
2.6 Intangible assets
In accordance with IFRS 3 Business Combinations, an intangible asset acquired in a business combination is deemed to have a cost to the Group of its fair value at the acquisition date. The fair value of the intangible asset reflects the probability that the future economic benefits embodied in the asset will flow to the Group. Intangible assets are tested for impairment on an annual basis. Separately identifiable intangible assets are recognised at their fair value and amortised over their useful economic lives as follows:
Customer contracts - 5 years
Software - 4 years
2.7 Property, plant and equipment
Property, plant and equipment are stated at cost, net of depreciation and any provision for impairment. Depreciation is calculated to write down the cost of assets to their estimated residual values of each asset over their estimated useful economic on a straight line basis, as follows:
Long leasehold property |
50 years |
Short leasehold improvements |
Term of lease |
Fixtures, fittings and office equipment |
4 years |
Motor vehicles |
4 years |
2.8 Investment properties
Investment property comprises non-owner occupied buildings held to earn rentals and for capital appreciation. Investment property is carried at fair value and is restated at each balance sheet date. Changes in fair values are recognised in the income statement in the period in which the change arises.
2.9 Financial instruments
The Group classifies financial instruments, or their component parts, on intial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.
Financial instruments are recognised on the balance sheet at fair value when the Group becomes a party to the contractual provisions of the instrument.
2.10 Held-to-maturity investments
Held-to-maturity investments are measured at amortised cost.
2.11 Other financial assets
Other financial assets are recognised at their fair value. Movement in fair values are taken directly to the income statement.
2.12 Available for sale investments
Subsequent to initial recognition movements in the fair value of available for sale investments are taken directly to equity. Fair values are based on prices quoted in an active market if such a market is available. If an active market is not available, the Group establishes the financial instrument's fair value by using a valuation technique, mainly discounted cash flow analysis. Available for sale investments are reviewed for impairment on an annual basis by the Directors with particular emphasis on factors such as the published forecasts or expectations for the investment or any indication of the risk of restricted realisations. Any impairment loss is taken direct to the income statement to the extent that it reflects the difference between acquisition cost and fair value, with the balance taken direct to equity.
2.13 Trade receivables
Trade and other receivables are stated at their original invoiced value, as the interest that would be recognised from discounting future cash receipts over the short credit period is not considered to be material. Trade receivables are reduced by appropriate allowances for estimated irrecoverable amounts.
2.14 Trade payables
Trade and other payables are stated at their original invoiced value, as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material.
2.15 Interest-bearing borrowings
Interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings on an effective interest rate basis.
2.16 Carried interest receivable
The Group earns a performance fee ('carried interest receivable') on funds it manages on behalf of its investors. Carried interest receivable is recognised where, at the balance sheet date, the performance criteria have been met based on the valuations of the funds. Carried interest that has been earned, but where the amounts are not yet due for payment, is discounted to its present value.
2.17 Leasing and hire purchase
Assets obtained under hire purchase contracts and finance leases are capitalised as property, plant and equipment and are depreciated over their useful economic lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the Group. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the income statement so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
2.18 Operating leases
Rentals under operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged on a straight line basis over the lease term.
2.19 Pensions
The Group operates a defined contribution pension scheme and the pension costs charged against profits represent the amount of contributions payable to the scheme in the year. Differences between contributions payable and contributions actually paid are shown as either accruals or prepayments in the balance sheet.
2.20 Holiday pay
The Group recognises an asset or liability for holiday pay obligations at the balance sheet date. Movements in the period are taken to the income statement.
2.21 Share based payments
The Group issues equity-settled share-based payments to certain employees (including Directors) and suppliers. The fair value of the services received from suppliers is recognised as a charge. Equity-settled share-based payments are measured at fair value at the grant date. The fair value determined at the grant date of the equity-settled share-based payment is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity, based upon the Group's estimate of the shares that will eventually vest.
Fair value is determined using the Black-Scholes pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Critical accounting policies and key sources of uncertainty
Estimates and accounting judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The preparation of financial statements under IFRS requires management to make assumptions and estimates about future events. The resulting accounting estimates will, by definition, differ from the actual results. The following judgments, estimates and assumptions have been made in preparing the financial statements.
Impairment of goodwill - determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. The selection of the discount rate applied is a subjective judgment and a 1% movement in the discount rate applied would represent approximately a £115,000 movement in the fair value assessment for the goodwill arising from the acquisition of The Braemar Group Limited, approximately a £36,000 movement in the fair value assessment for the goodwill arising from the acquisition of the block management business of Main & Main (Developments) Limited and approximately a £2,000 movement in the fair value assessment for the goodwill arising from the acquisition of The Manchester Ground Rent Company Limited.
Intangible assets - values calculated in respect of customer contracts and relationships, in assessing the fair values of consideration for acquisitions, are subject to assumptions on client retention rates and the estimated future cash flows expected to arise from these contracts and relationships and a suitable discount rate in order to calculate present value. The rate of amortisation applied to these intangible assets requires an estimate of the likely duration of the economic benefits to flow from these contracts and relationships. The duration requires a subjective judgment and a movement in the number of years applied by a single year would have an impact on the valuation of approximately £10,000.
Discontinued operations - the classification of a discontinued operation requires an assessment of whether the terminated activities represented a material change in the nature and focus of the business and the business activities represented a material and distinguishable area of activity.
Share option charges - the calculation of the share option charge requires an estimate of the expected life of share options, volatility of shares, risk free yield rate to maturity and expected dividend yield.
Investment property valuation - the estimated fair value of the Harrogate investment property held by the Group as at 31 March 2009 has been based on the value of the income stream arising from the property using a theoretical yield to a potential acquirer that reflects current market conditions. This yield assumption includes an element of subjective judgment and a 1% movement in the yield assumption would account for approximately a £25,000 movement in the valuation.
Classification of Convertible Loan Notes - the Convertible Loan Notes are classified as a debt instrument as at the date of issue it was expected that the loans would be held until the full-term of the loan agreement and then repaid in full by the Group. An alternative assessment would require an apportionment of the amounts owed between equity and debt, which given the materiality of the amounts owed (£608,000 at 31 March 2009) could have a significant impact on the presentation of the financial statements. There would be no impact on the income statement.
3. Segmental reporting
|
Securities |
Estates |
Property investment and trading |
Consolidated |
||||
|
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
Revenue |
1,513 |
776 |
1,080 |
475 |
17 |
13 |
2,610 |
1,264 |
Segment result (EBITDA) |
318 |
37 |
(73) |
115 |
(11) |
75 |
234 |
227 |
Central costs |
|
|
|
|
|
|
(357) |
(635) |
EBITDA |
|
|
|
|
|
|
(123) |
(408) |
Depreciation and amortisation |
|
|
|
|
|
|
(57) |
(31) |
Operating loss |
|
|
|
|
|
|
(180) |
(439) |
Finance income |
|
|
|
|
|
|
29 |
42 |
Finance expense |
|
|
|
|
|
|
(59) |
(53) |
Loss before tax from continuing operations |
|
|
|
|
|
|
(210) |
(450) |
Discontinued operations |
|
|
|
|
|
|
- |
(471) |
Loss before tax |
|
|
|
|
|
|
(210) |
(921) |
There is no inter-group revenue between the segments recorded in the year.
|
Securities |
Estates |
Property investment and trading |
Consolidated |
||||
|
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
Segment assets |
3,491 |
4,282 |
1,488 |
1,339 |
810 |
225 |
5,789 |
5,846 |
Unallocated corporate assets |
|
|
|
|
|
|
308 |
380 |
Consolidation adjustments |
|
|
|
|
|
|
(1,847) |
(728) |
Consolidated total assets |
|
|
|
|
|
|
4,250 |
5,498 |
|
Securities |
Estates |
Property investment and trading |
Consolidated |
||||
|
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
Segment liabilities |
346 |
1,536 |
65 |
172 |
593 |
225 |
1,004 |
1,933 |
Unallocated corporate liabilities |
|
|
|
|
|
|
2,548 |
1,555 |
Consolidation adjustments |
|
|
|
|
|
|
(1,847) |
(728) |
Consolidated total liabilities |
|
|
|
|
|
|
1,705 |
2,760 |
The total revenue of the Group for the year has been derived wholly from activity undertaken in the United Kingdom.
|
Securities |
Estates |
Property investment and trading |
Consolidated |
||||
|
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
2009 £'000 |
2008 £'000 |
Depreciation and amortisation |
- |
- |
9 |
4 |
- |
- |
9 |
4 |
Unallocated depreciation and amortisation |
|
|
|
|
|
|
48 |
27 |
Total depreciation and amortisation |
|
|
|
|
|
|
57 |
31 |
Capital expenditure |
2 |
- |
9 |
205 |
- |
- |
11 |
205 |
Unallocated capital expenditure |
|
|
|
|
|
|
16 |
249 |
Total capital expenditure |
|
|
|
|
|
|
27 |
454 |
Impairment loss |
21 |
- |
- |
- |
28 |
- |
49 |
- |
4. Operating loss
The operating loss is stated after charging:
|
Year ended 31 March 2009 |
Year ended 31 March 2008 |
|
£'000 |
£'000 |
Amortisation of intangible assets |
28 |
9 |
Depreciation of property, plant and equipment |
29 |
22 |
Rentals under operating leases |
86 |
56 |
Change in fair value of investment property |
28 |
(82) |
Change in fair value of available for sale investments |
21 |
- |
Change in fair value of other financial assets |
(30) |
(37) |
Employee costs |
1,195 |
1,072 |
5. Auditor's remuneration
|
Year ended 31 March 2009 |
Year ended 31 March 2008 |
|
£'000 |
£'000 |
Fees payable to the Group's auditor for the audit of the Group's annual financial statements |
5 |
5 |
Fees payable to the Group's auditor and its associates for other services: |
|
|
- the audit of the Group's subsidiaries, pursuant to legislation |
20 |
11 |
- other services relating to tax |
5 |
4 |
|
30 |
20 |
6. Particulars of employees
|
2009 |
2008 |
|
No. |
No. |
The average number of employees including Directors during the year was: |
33 |
24 |
|
|
|
|
2009 |
2008 |
The aggregate payroll costs of the above were: |
£'000 |
£'000 |
Wages and salaries |
1,020 |
955 |
Social security costs |
112 |
88 |
Other pension costs |
51 |
10 |
Share option charge |
12 |
19 |
|
1,195 |
1,072 |
7. Directors' emoluments
The total amounts for Directors' remuneration and other benefits were as follows:
|
Salary |
Bonus |
Pension contributions |
2009 |
2008 |
Executive |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
M J Duschenes |
111 |
3 |
28 |
142 |
124 |
W M Robinson |
95 |
2 |
11 |
108 |
95 |
J S Murphy |
90 |
10 |
10 |
110 |
85 |
Non executive |
|
|
|
|
|
A B S McFarland |
23 |
- |
- |
23 |
21 |
|
319 |
15 |
49 |
383 |
325 |
In addition to the above the charge to income in the year in respect of share options for Directors was £10,000 (2008: £12,000).
8. Investment income
|
2009 |
2008 |
|
£'000 |
£'000 |
Bank interest receivable |
15 |
42 |
Interest receivable on government securities |
14 |
- |
|
29 |
42 |
9. Finance costs
|
2009 |
2008 |
|
£'000 |
£'000 |
Interest and other similar charges payable on bank borrowings |
18 |
12 |
Finance lease interest payable |
6 |
6 |
Other |
35 |
35 |
|
59 |
53 |
10. Income tax expense
|
2009 |
2008 |
|
£'000 |
£'000 |
Current tax: |
|
|
UK Corporation tax |
- |
- |
Adjustment in respect of prior year |
- |
- |
|
- |
- |
Deferred tax: |
|
|
Origination and reversal of temporal differences |
8 |
(23) |
|
8 |
(23) |
The differences between the total current tax shown above and the amount calculated by applying the standard rate of UK corporation tax of 28% (2008: 30%) to the loss is as follows:
|
2009 |
2008 |
|
£'000 |
£'000 |
Loss for the year from continuing operations |
(202) |
(450) |
Loss for the year from discontinued operations |
- |
(471) |
Loss for the year from operations |
(202) |
(921) |
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 28%/30% |
(57) |
(276) |
Effects of: |
|
|
|
|
|
Expenses not deductible for tax purposes |
1 |
8 |
Amortisation/impairment of intangible assets and goodwill |
6 |
86 |
Income not taxable |
(9) |
(58) |
Movement in tax losses |
67 |
217 |
|
8 |
(23) |
No adjustment has been made to the financial statements to reflect a potential deferred tax asset that would arise from future utilisation of the Group's available losses for tax purposes, due to the uncertainty over the timing of such utilisation. The potential deferred tax asset that would arise on full utilisation would amount to approximately £466,897.
11. Loss per share
The calculation of loss per share is based on the following losses and numbers of shares:
|
2009 |
2008 |
|
£'000 |
£'000 |
Loss for the year - continuing operations |
202 |
473 |
Loss for the year - discontinued operations |
- |
471 |
Loss for the year - continuing and discontinued operations |
202 |
944 |
Weighted average number of ordinary shares |
163,786,903 |
150,392,492 |
Loss per ordinary shares - continuing operations - basic and diluted |
0.12p |
0.31p |
Loss per ordinary shares - discontinued operations - basic and diluted |
- |
0.31p |
Loss per ordinary shares - continuing and discontinued operations - basic and diluted |
0.12p |
0.62p |
There are 34,536,586 potentially issuable shares that have not been included in a diluted EPS calculation as they are anti-dilutive.
12. Goodwill
|
2009 |
2008 |
Net book value |
£'000 |
£'000 |
At 1 April |
2,694 |
2,244 |
Additions - current period acquisitions at cost |
42 |
569 |
Impairment charge |
- |
(119) |
At 31 March |
2,736 |
2,694 |
Goodwill was allocated for impairment testing purposes to cash generating units which contained carrying amounts of goodwill allocated as follows:
|
2009 |
2008 |
|
£'000 |
£'000 |
Braemar Group Limited |
2,244 |
2,244 |
Block management division of Main & Main (Developments) Limited |
450 |
450 |
The Manchester Ground Rent Company Limited |
42 |
- |
|
2,736 |
2,694 |
The recoverable amounts of the cash generating units noted above are determined based on a value in use calculation using discounted cash flow forecasts. Cash flow forecasts were prepared for each cash generating unit, based on the financial projections included in the Group's forecasts to March 2010 and extended to five years based on broadly consistent growth assumptions. The five year cash flows were discounted at an assumed cost of capital of 14% based on an assumed risk free rate of 4% and a risk premium of 10%.
13. Other intangible assets
|
2009 |
2008 |
2009 |
2008 |
2009 |
2008 |
2009 |
2008 |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Cost |
|
|
|
|
|
|
|
|
At 1 April |
- |
- |
160 |
- |
110 |
- |
270 |
- |
Reclassification |
24 |
- |
- |
|
- |
- |
24 |
- |
Additions |
6 |
- |
- |
160 |
- |
110 |
6 |
270 |
Disposals |
- |
- |
(160) |
|
- |
|
(160) |
- |
At 31 March |
30 |
- |
- |
160 |
110 |
110 |
140 |
270 |
Amortisation |
|
|
|
|
|
|
|
|
At 1 April |
- |
- |
160 |
- |
9 |
- |
169 |
- |
Reclassification |
4 |
- |
- |
- |
- |
- |
4 |
- |
Impairment charge |
- |
- |
- |
160 |
- |
- |
- |
160 |
Charge for the year |
6 |
- |
- |
- |
22 |
9 |
28 |
9 |
Disposals |
- |
- |
(160) |
- |
- |
- |
(160) |
- |
At 31 March |
10 |
- |
- |
160 |
31 |
9 |
41 |
169 |
Net book value |
|
|
|
|
|
|
|
|
At 31 March |
20 |
- |
- |
- |
79 |
101 |
99 |
101 |
Customer contracts
These are the customer contracts acquired as part of the acquisition of the block management division of Main & Main (Developments) Limited.
Customer databases
These are the customer databases acquired as part of the acquisition of The Armchair Property Investor Limited.
Software Costs
These are costs of acquisition and development of software utilised by companies within the Group. Included within software costs are assets with a book value of £11,000 subject to finance leases.
14. Property, plant and equipment
|
Long leasehold property |
Fixtures, fittings and office equipment |
Total |
|||
|
2009 |
2008 |
2009 |
2008 |
2009 |
2008 |
Cost |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
At 1 April |
91 |
- |
118 |
25 |
209 |
25 |
Reclassification |
- |
- |
(24) |
- |
(24) |
- |
Additions |
- |
91 |
21 |
93 |
21 |
184 |
Disposals |
- |
- |
(14) |
- |
(14) |
- |
At 31 March |
91 |
91 |
101 |
118 |
192 |
209 |
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
At 1 April |
- |
- |
26 |
4 |
26 |
4 |
Reclassification |
- |
- |
(4) |
- |
(4) |
|
Charge for the year |
2 |
- |
27 |
22 |
29 |
22 |
Disposals |
- |
- |
- |
- |
- |
- |
At 31 March |
2 |
- |
49 |
26 |
51 |
26 |
Net book value |
|
|
|
|
|
|
At 31 March |
89 |
91 |
52 |
92 |
141 |
183 |
The long leasehold property acquired in the year is a 996 year lease on office premises in Reading. The premises are occupied by Braemar Estates (Residential) Limited and are utilised as part of the Group's property management business.
Included within fixtures, fittings and office equipment are assets with a book value of £14,000 subject to finance leases.
15. Investment properties
|
2009 |
2008 |
|
£'000 |
£'000 |
|
|
|
At 1 April |
225 |
142 |
Additions |
410 |
1 |
Fair value adjustments |
(28) |
82 |
At 31 March |
607 |
225 |
The Directors have estimated the fair value of the Harrogate investment property at the balance sheet date. This property enjoys the benefit of a 15 year lease to a tenant and the value has been estimated based on an effective yield consistent with current conditions in the commercial property market.
The investment property acquired as part of the acquisition of The Manchester Ground Rent Company Limited was valued in March 2009 by an independent professionally qualified valuer, which was used as the basis for the Director's estimate of fair value at the balance sheet date.
Property with a fair value of £607,000 has been pledged as collateral for borrowings.
Amounts recognised in the income statement
|
2009 |
2008 |
|
£'000 |
£'000 |
Rental income |
17 |
13 |
There are no material operating costs associated with the investment properties in the year.
16. Acquisitions
On 6 March 2009 the company acquired the whole of the share capital of The Manchester Ground Rent Company Limited.
This acquisition is summarised as follows:
|
|
The Manchester Ground Rent Company Limited £'000 |
Investment Property |
|
410 |
Loan outstanding |
|
(315) |
Other payables |
|
(5) |
Deferred tax |
|
(25) |
Goodwill |
|
42 |
Consideration |
|
107 |
Comprising: |
|
|
Cash |
|
95 |
Acquisition costs |
|
12 |
|
|
107 |
Purchase consideration settled in cash |
|
107 |
Cash and cash equivalents acquired |
|
- |
Cash outflow on acquisitions |
|
107 |
No income or expenses have been recognised in the income statement in relation to this acquisition in the year to 31 March 2009.
17. Held to maturity investments
|
2009 |
2008 |
Cost |
£'000 |
£'000 |
At 1 April |
18 |
4 |
Additions |
41 |
14 |
At 31 March |
59 |
18 |
Held to maturity investments represent holdings in investment schemes and companies operated by the Group.
18. Other financial assets
|
2009 |
2008 |
Net book value |
£'000 |
£'000 |
At 1 April |
37 |
- |
Movements in fair value |
30 |
37 |
At 31 March |
67 |
37 |
Other financial assets represents the fair value of the warrant held by Braemar Securities Limited, which entitles the holder to subscribe for 3% of the share capital of Braemar UK Agricultural Land plc at par. The warrant has no expiry date.
19. Available for sale investments
|
2009 |
2008 |
|
£'000 |
£'000 |
Net book value |
|
|
At 1 April |
32 |
112 |
Market value movements taken directly to equity |
(3) |
(80) |
Impairment charge taken to income statement |
(21) |
- |
At 31 March |
8 |
32 |
The available for sale investments represents 2,350,000 shares in Regenesis Group plc, which represents a beneficial interest of 3.9% and is quoted on AIM, though it will cease to be admitted to trading on AIM on 29 June 2009. Following this announcement the Directors consider the asset to be impaired and have valued the asset based on its net asset value rather than the market value of its shares. The share price of Regenesis Group plc at 31 March 2009 was 0.375p.
20. Trade and other receivables
|
2009 |
2008 |
|
£'000 |
£'000 |
Trade receivables |
30 |
27 |
Related party receivables (see note 31) |
20 |
141 |
Prepayments and accrued income |
255 |
1,659 |
Other receivables |
22 |
92 |
|
327 |
1,919 |
|
|
|
Trade receivables do not carry interest. There are no impaired trade receivables (2008: £nil).
Ageing of past due but not impaired trade and related party receivables: |
2009 £'000 |
2008 £'000 |
0-30 days past due |
15 |
150 |
31-60 days past due |
1 |
1 |
Over 60 days past due |
34 |
17 |
|
50 |
168 |
21. Reconciliation of operating loss to net cash flow from operations
|
Year ended 31 March 2009 |
Year ended 31 March 2008 |
|
£'000 |
£'000 |
Operating activities |
|
|
Loss before tax from continuing operations |
(210) |
(450) |
Loss before tax from discontinued operations |
- |
(471) |
Depreciation of property, plant and equipment |
29 |
22 |
Amortisation of intangible assets |
28 |
9 |
Impairment of intangible assets |
- |
160 |
Impairment of available for sale assets |
21 |
- |
Goodwill impairment charge |
- |
119 |
Share option charge |
12 |
19 |
Share-based income |
(29) |
(37) |
Loss on sale of fixed assets |
9 |
- |
Decrease/(increase) in fair value of investment properties |
28 |
(82) |
Interest income |
(29) |
(42) |
Interest expense |
59 |
53 |
Operating cash flows before movements in working capital |
(82) |
(700) |
Decrease/(increase) in trade and other receivables |
1,593 |
(1,622) |
(Decrease)/increase in trade and other payables |
(1,706) |
1,444 |
Cash absorbed by operations |
(195) |
(878) |
22. Cash and cash equivalents
|
2009 |
2008 |
|
£'000 |
£'000 |
Cash and cash equivalents |
206 |
289 |
Cash and cash equivalents comprises short-term deposits, the effective rate of interest earned on these deposits for the year ended 31 March 2009 was 3.15%.
23. Borrowings
|
2009 |
2008 |
Current |
£'000 |
£'000 |
Interest bearing loans and borrowings - Convertible loan notes |
512 |
512 |
Obligations under finance leases |
22 |
22 |
|
534 |
534 |
Non-current |
|
|
Interest bearing loans and borrowings - from Northern Rock plc |
225 |
225 |
Interest bearing loans and borrowings - from Royal Bank of Scotland plc |
308 |
- |
Obligations under finance leases |
11 |
29 |
|
544 |
254 |
Total borrowings |
1,078 |
788 |
The convertible loan notes are redeemable on the earlier of the date on which the Group has sufficient working capital to enable payment and five years from the date of issue, subject to the approval of the holders of the loan notes. The loan notes accrue interest at a fixed rate of 2% above bank base rate on the date of issue, payable upon redemption or conversion of the loan notes. The loan notes are convertible into ordinary shares at 3p per share at any time or before the fifth anniversary of issue provided the holders of the loan notes and their concert parties do not hold more than 29.99% of the entire issued share capital of the Company. The option to convert to ordinary shares is at the discretion of the holders of the loan notes.
The loan from Northern Rock plc is secured by a fixed charge on an investment property for an amount of £225,000. The interest rate has been fixed at 7.05% for the full five year term of the loan and the loan is repayable in full on the fifth anniversary of the loan in October 2012.
The loan from the Royal Bank of Scotland plc is secured by a fixed charge on investment property for an amount of £308,000. The loan is due for repayment in full on the 13 January 2014 and the interest rate has been set at 2.75% p.a. above the Royal Bank of Scotland plc's Base Rate.
23.1 Obligations under finance leases
Obligations under finance leases are as follows:
|
2009 |
2008 |
|
£'000 |
£'000 |
Within one year |
22 |
22 |
Between one and two years |
11 |
29 |
|
33 |
51 |
Obligations under finance leases had an effective borrowing rate during the year of 11.5%. Interest rates are fixed at the contract date. All finance lease obligations are denominated in sterling and the value of the Group's obligations are secured by the lessor's rights over the leased assets.
24. Deferred tax
Deferred tax liabilities comprise
|
2009 |
2008 |
|
£'000 |
£'000 |
Fair value gains |
40 |
23 |
|
2009 |
2008 |
|
£'000 |
£'000 |
At 1 April |
23 |
- |
Liability assumed following acquisitions |
25 |
- |
Recognised in the income statement |
(8) |
23 |
At 31 March |
40 |
23 |
25. Trade and other payables
|
2009 |
2008 |
|
£'000 |
£'000 |
Trade payables |
52 |
159 |
Taxes and social security costs |
72 |
119 |
Accruals and deferred income |
450 |
1,664 |
Other payables |
13 |
7 |
|
587 |
1,949 |
26. Share capital
|
2009 |
2008 |
Authorised share capital: |
£'000 |
£'000 |
600,000,000 (2008: 600,000,000) ordinary shares of 1p each |
6,000 |
6,000 |
|
2009 |
2008 |
|||
Issued capital: |
No: |
£'000 |
No: |
£'000 |
|
Ordinary shares of 1p each |
163,786,903 |
1,638 |
163,786,903 |
1,638 |
|
2009 |
2008 |
Issued capital: |
£'000 |
£'000 |
At 1 April |
1,638 |
1,140 |
Issued in the year: |
|
|
Acquisitions |
- |
61 |
Fund raising |
- |
437 |
At 31 March |
1,638 |
1,638 |
27. Share options
Other than for the Directors, or disclosed in the Directors' report, no performance criteria are in place for this scheme.
27.1 Approved options
The Company operates an approved Company Share Option Plan.
Date options granted |
Options held at 1 April 2008 |
Options granted during the year |
Options exercised during the year |
Options lapsed during the year |
Options held at 31 March 2009 |
Exercise Price |
Earliest date for exercise |
Expiry date |
13/06/2007 |
2,956,925 |
- |
- |
(416,666) |
2,540,259 |
3.25p |
Jun-10 |
Jun-17 |
18/06/2008 |
- |
2,405,165 |
- |
(205,000) |
2,200,165 |
1.25p |
Jun-11 |
Jun-18 |
06/11/2008 |
- |
550,000 |
- |
(50,000) |
500,000 |
1.00p |
Nov-11 |
Nov-18 |
|
2,956,925 |
2,955,165 |
- |
(671,666) |
5,240,424 |
|
|
|
27.2 Unapproved options
Date options granted |
Options held at 1 April 2008 |
Options granted during the year |
Options exercised during the year |
Options lapsed during the year |
Options held at 31 March 2009 |
Exercise Price |
Earliest date for exercise |
Expiry date |
13/06/2007 |
568,975 |
- |
- |
- |
568,975 |
3.25p |
Jun-10 |
Jun-17 |
18/06/2008 |
- |
8,459,835 |
- |
- |
8,459,835 |
1.25p |
Jun-11 |
Jun-18 |
|
568,975 |
8,459,835 |
- |
- |
9,028,810 |
|
|
|
27.3 Share option charges
Charges to the income statement are summarised as follows:
|
2009 |
2008 |
|
£'000 |
£'000 |
Total |
12 |
19 |
Options are valued using the Black-Scholes option-pricing model and the principal inputs into the model were as follows:
|
2009 |
2008 |
Weighted average exercise price |
3.25p |
3.25p |
Expected volatility weighted average |
40% |
40% |
Expected life weighted average |
3 years |
3 years |
Risk-free rate |
5.75% |
5.75% |
Expected dividend rate |
nil |
nil |
The volatility rate applied reflects the published industry norm for a financial services company as recorded in widely available studies on market volatility. Given the low level of volume in the Company's shares this is considered a more statistically reliable benchmark than the actual volatility in the Company's shares.
28. Reserves
|
Share premium account |
Accumulated loss |
Share premium account |
Accumulated loss |
|
2009 |
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
£'000 |
Balance brought forward |
2,945 |
(1,845) |
1,957 |
(840) |
Retained loss for the year |
- |
(202) |
- |
(944) |
Issue of ordinary shares |
- |
- |
1,004 |
- |
Share issue costs |
- |
- |
(16) |
- |
Credit arising on share options |
- |
12 |
- |
19 |
Available for sale investments fair value movement |
- |
(3) |
- |
(80) |
Balance carried forward |
2,945 |
(2,038) |
2,945 |
(1,845) |
29. Operating leases
Operating lease costs incurred during the year were:
|
2009 |
2008 |
|
£'000 |
£'000 |
Land and buildings |
81 |
50 |
Plant and equipment |
5 |
5 |
At 31 March 2009 the Group had total commitments under non-cancellable operating leases as set out below:
|
Land and buildings |
Plant and equipment |
||
|
2009 |
2008 |
2009 |
2008 |
|
£'000 |
£'000 |
£'000 |
£'000 |
Within one year |
77 |
76 |
3 |
3 |
Between two and five years inclusive |
251 |
195 |
- |
- |
At 31 March 2009 the Group had total amounts receivable under non-cancellable operating leases as set out below:
|
Land and buildings |
||
|
2009 |
2008 |
|
|
£'000 |
£'000 |
|
Within one year |
17 |
17 |
|
Between two and five years inclusive |
69 |
69 |
|
More than five years |
138 |
155 |
30. Capital commitments and contingent liabilities
The Group had no material capital commitments or contingent liabilities at 31 March 2009 (2008: £Nil).
31. Related party transactions
The Group's wholly-owned subsidiaries, Coronation General Partner Limited, Coronation II General Partner Limited, Coronation III General Partner Limited, Coronation IV General Partner Limited, Coronation VI General Partner Limited, ReGen General Partner Limited, OEG General Partner Limited and OEG II General Partner Limited have a nominal holding in and managerial authority over certain aspects of the operation of: Coronation Limited Partnership, Coronation II Limited Partnership, Coronation III Limited Partnership, Coronation IV Limited Partnership, Coronation V Limited Partnership, Coronation VI Limited Partnership, ReGen Limited Partnership, OEG Limited Partnership and OEG II Limited Partnership.
The value of transactions between the Group and the following limited partnerships during the year and the amounts outstanding at the year-end were as follows:
|
Revenue |
Amounts outstanding at 31 March |
Revenue |
Amounts outstanding at 31 March |
|
2009 |
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
£'000 |
Coronation Limited Partnership |
56 |
- |
51 |
5 |
Coronation II Limited Partnership |
44 |
- |
40 |
6 |
Coronation III Limited Partnership |
62 |
- |
63 |
6 |
Coronation IV Limited Partnership |
94 |
- |
225 |
90 |
Coronation V Limited Partnership |
88 |
- |
57 |
7 |
Coronation VI Limited Partnership |
62 |
- |
50 |
50 |
OEG Limited Partnership |
289 |
- |
209 |
209 |
OEG II Limited Partnership |
162 |
- |
- |
- |
ReGen Limited Partnership |
173 |
- |
105 |
105 |
Braemar Securities Limited, a wholly-owned subsidiary of Braemar Group plc, provides administrative and corporate finance services to Braemar UK Agricultural Land plc. Martin Robinson and Marc Duschenes are both Directors of Braemar UK Agricultural Land plc. During the year invoices were raised of £153,000 (2008: £81,900) of which none (2008: £81,900) were outstanding at the year-end.
Braemar Group plc provides administrative services and office space to Regenesis Group plc. Martin Robinson and Marc Duschenes are both Directors of Regenesis Group plc. During the year invoices were raised of £19,680 of which £19,680 were outstanding at the year-end. These amounts outstanding are shown as related party receivables in note 20.
31.1 Amounts owed to key management
Amounts outstanding to key management at the balance sheet date were £608,000 (2008: £573,000) in the form of loan notes and accrued interest arising from the acquisition of The Braemar Group Limited in 2005. The terms of these loans are set-out in note 23.
31.2 Key management compensation
The remuneration of Directors, who are key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 'Related Party Disclosures'. Further information about the remuneration of individual Directors is provided in note 7 to the financial statements.
|
2009 |
2008 |
|
£'000 |
£'000 |
Short term employee benefits |
334 |
316 |
Post employment benefits |
49 |
9 |
|
383 |
325 |
The charge to income in the year in respect of share options for key management personnel was £10,000 (2008: £12,000).
32. Post balance sheet events
There have been no material events from the date of the balance sheet until the date of this report.
33. Pensions
The Group provides pension arrangements to the majority of full-time employees through a defined contribution scheme. The pension charge for the year was £51,000 (2008: £10,000).
34. Financial instruments
The Group's financial instruments are summarised below.
34.1 Financial assets
|
Assets at fair value through profit and loss |
Loans and receivables |
Held to maturity |
Available for sale |
Total |
|||||
|
2009 |
2008 |
2009 |
2008 |
2009 |
2008 |
2009 |
2008 |
2009 |
2008 |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Held to maturity investments |
- |
- |
- |
- |
- |
- |
59 |
18 |
59 |
18 |
Other financial assets |
67 |
37 |
- |
- |
- |
- |
- |
- |
67 |
37 |
Available for sale investment |
- |
- |
- |
- |
- |
- |
8 |
32 |
8 |
32 |
Trade receivables |
- |
- |
50 |
168 |
- |
- |
- |
- |
50 |
168 |
Other receivables |
- |
- |
186 |
1,689 |
- |
- |
- |
- |
186 |
1,689 |
|
67 |
37 |
236 |
1,857 |
- |
- |
67 |
50 |
370 |
1,944 |
The Group's held to maturity investments include nominal stakes in unlisted limited partnerships formed for the purposes of investment in residential property and an investment in Braemar UK Agricultural Land plc which was formed for the purposes of acquiring and farming agricultural land. These are not traded and are intended to be held until the maturity of the investment, which is in more than five years. Under IAS 39 (Financial Instruments: Recognition and Measurement) as these are equity instruments they are required to be classified as 'Available for Sale' financial instruments.
The Group's other financial asset represents the warrant held by Braemar Securities Limited, which entitles the holder to subscribe at par for up to 3% of the share capital of Braemar UK Agricultural Land plc. This has been recognised at fair value based on the value of shares in the recently launched offer for subscription.
The cash at bank and in hand at the year-end was £206,000 (2008: £289,000), which was all held in instant access variable interest bearing accounts linked to bank base rate.
The available for sale investments represents 2,350,000 shares in Regenesis Group plc, which is quoted on AIM, though it will cease to be admitted to trading on AIM on 29 June 2009. Following the announcement of this the Directors consider the asset to be impaired and have valued the asset based on its net asset value rather than the market value of its shares.
Trade receivables represent amounts invoiced for services provided in accordance with the Group's usual contractual arrangements. Other receivables represents accrued income but not yet invoiced, recoverable VAT and other sundry amounts due.
34.2 Financial liabilities
|
Other financial liabilities |
|
|
2009 |
2008 |
|
£'000 |
£'000 |
Interest bearing loans and borrowings |
533 |
225 |
Convertible Loan Notes - principal |
512 |
512 |
Convertible Loan Notes -accrued interest |
96 |
61 |
Obligations under finance leases |
33 |
45 |
Trade payables |
52 |
159 |
Other payables |
413 |
1,990 |
|
1,639 |
2,992 |
The Group's interest bearing loans and borrowings comprise a loan of £225,000 from Northern Rock plc and a loan of £308,000 from the Royal Bank of Scotland plc.
The loan from Northern Rock plc is secured by a fixed charge on an investment property. The interest rate has been fixed at 7.05% for the full five year term of the loan and the loan is repayable in full on the fifth anniversary of the loan in October 2012.
The loan from the Royal Bank of Scotland plc is secured by a fixed charge on an investment property. The loan is due for repayment in full on the 13 January 2014 and the interest rate has been set at 2.75% p.a. above the Royal Bank of Scotland plc's Base Rate.
The Convertible Loan Notes are redeemable on the earlier of the date on which the Group has sufficient working capital to enable payment and December 2010, subject to the approval of the holders of the loan notes. The loan notes accrue interest at a fixed rate of 2% above bank base rate on the date of issue, payable upon redemption or conversion of the loan notes. The loan notes are convertible into ordinary shares at 3p per share at any time or before the fifth anniversary of issue provided the holders of the loan notes and their concert parties do not hold more than 29.99% of the entire issued share capital of the Company. The option to convert to ordinary shares is at the discretion of the holders of the loan notes.
Interest due on these notes is accrued and paid on redemption or conversion. The value of the loan notes including accrued interest outstanding, which are all at a fixed rate, at the year-end was £608,000 (2008: £573,000).
The Convertible Loan Notes have been classified as a debt instrument as at the date of issue it was expected that the loans would be held until the full-term of the loan agreement and then repaid in full by the Group.
Obligations under finance leases comprise various leases used to fund the acquisition of office equipment and software used by the Group. These leases are all on fixed interest rates, with an average effective interest rate of 11.5% and will be fully repaid by December 2010.
Trade payables represents amounts invoiced for services received in the ordinary course of business. Other payables represents accruals, VAT and employment taxes payable and other sundry amounts payable.
34.3 Fair Value of Financial Instruments
The fair value of the Group's financial instruments is summarised below:
Financial assets
|
Carrying amount |
Fair value |
Carrying amount |
Fair value |
|
2009 |
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
£'000 |
Held to maturity investments |
59 |
59 |
18 |
18 |
Other financial assets |
67 |
67 |
37 |
37 |
Available for sale investments |
8 |
8 |
32 |
32 |
Trade receivable |
50 |
50 |
168 |
168 |
Other receivables |
186 |
186 |
1,689 |
1,689 |
Total |
370 |
370 |
1,944 |
1,944 |
Financial liabilities
|
Carrying amount |
Fair value |
Carrying amount |
Fair value |
|
2009 |
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
£'000 |
Interest bearing loans and borrowings |
533 |
555 |
225 |
225 |
Convertible Loan Notes - principal |
512 |
549 |
512 |
512 |
Convertible Loan Notes - accrued interest |
96 |
96 |
61 |
61 |
Obligations under finance leases |
33 |
33 |
45 |
45 |
Trade payables |
52 |
52 |
159 |
159 |
Other payables |
413 |
413 |
1,990 |
1,990 |
Total |
1,639 |
1,698 |
2,992 |
2,992 |
34.4 Risk Management for Financial Instruments
The main risks arising from the Group's financial instruments are credit risk and liquidity risk. There is limited currency risk as the Group trades only in Sterling, with the exception of one non-material transaction denominated in Euros during the year.
Liquidity risk
The Group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the Group has sufficient liquid resources to meet the operating needs of the business. In the current credit constrained environment the Group's primary focus has been on maximising the liquidity for the Group.
The Group's liabilities have contractual maturities summarised as follows:
|
Within 6 months |
6 to 12 months |
1 to 5 years |
Within 6 months |
6 to 12 months |
1 to 5 years |
|
2009 |
2009 |
2009 |
2008 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Bank loans |
- |
- |
533 |
- |
- |
225 |
Hire purchase obligations |
12 |
10 |
11 |
12 |
10 |
29 |
Other loans |
512 |
- |
- |
512 |
- |
- |
Trade payables |
52 |
- |
- |
1,949 |
- |
- |
|
576 |
10 |
544 |
2,473 |
10 |
254 |
Other loans comprise Convertible Loan Notes, the terms of which are disclosed above. There is no fixed repayment term for these notes and as a result they have been analysed as due within six months. It should be noted that the Company has not received notification from the holders that they intend to redeem them in this timeframe. Any repayment is subject to the Group having sufficient working capital to meet its ongoing requirements for the next 12 months following repayment.
Interest rate risk
The Group is exposed to interest rate risk on its surplus cash available for short-term investment and its borrowings to finance the acquisition of The Manchester Ground Rent Company Limited. All other borrowings are on a fixed rate basis.
Interest rate sensitivity
The following table illustrates the sensitivity of the net results for the year and equity to a reasonably possible change in interest rates of +5% and -0.5% with effect from the beginning of the year. The calculations are based on the Group financial instruments held at the balance sheet date. All other variables are assumed to be constant.
|
2009 |
2009 |
|
£'000 |
£'000 |
|
-0.5% |
+5% |
Net result for the year |
1 |
(5) |
Equity |
1 |
(5) |
Credit risk
Investments of cash surpluses are made through banks that the Board considers a suitable credit risk. The Group invested surplus cash balances in the year through the Royal Bank of Scotland plc and Anglo-Irish Bank plc, both of which are fully supported by their respective national Governments. During the year, and at the height of the uncertainty that existed in the banking sector, the Directors invested some of the Group's funds in UK long-dated Gilts. These were all sold by the year-end.
All customers who wish to trade on current terms are subject to credit verification procedures and trade receivables are reviewed on a regular basis and credit control procedures are in place to minimise the risk of non-recovery. The level of risk suffered in relation to trade receivables is relatively low for the Group as the majority of its transactions are with related companies and funds where the Group either has control over the payments of that entity or has full financial information on that entity.
The Group's maximum exposure to credit risk, without taking into account any collateral held or other credit enhancements, is as follows:
|
2009 |
2008 |
|
£'000 |
£'000 |
Held to maturity investments |
59 |
18 |
Other financial assets |
67 |
37 |
Available for sale investments |
8 |
32 |
Trade receivables |
50 |
168 |
Other current assets |
186 |
1,689 |
Cash and cash equivalents |
206 |
289 |
35. Capital management
The Group manages its capital to ensure that the entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group does not seek to maintain any particular debt to equity ratio, but reviews the funding for investment opportunities on their merits and funds them in the most effective manner. In the year to March 2009, this approach resulted in the use of debt for the partial funding of the acquisition of The Manchester Ground Rent Company Limited, but at a level that left a substantial surplus for projected income over projected interest costs. Other levels of borrowings have been reduced in accordance with their agreed payment profiles. The limited amount of capital expenditure committed during the year was funded from cash resources given the relatively high costs of finance lease credit given the current low interest rate environment.
Notes
Copies of the Audited Accounts for the Year to 31 March 2009 and a notice of the AGM will be posted to shareholders in due course.
For further information please contact:
Marc Duschenes, Chief Executive, Braemar Group plc
Tel: 0161 929 4969
Alex Clarkson, Zeus Capital Limited
Tel: 0161 831 1512
END