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Full Year Results

16 May 2012 07:00

RNS Number : 4227D
Belvoir Lettings PLC
16 May 2012
 

`

For immediate release

16 May 2012

 

 

 

 

BELVOIR LETTINGS PLC

 

(the "Company" or "Belvoir")

 

Full Year Results for Belvoir's operating business

 

Belvoir Lettings PLC (AIM: BLV), one of the UK's largest lettings franchises which recently listed on AIM, is pleased to announce full year results for the financial year ended 31 December 2011 of its principal operating subsidiary and its former holding company.

 

As part of Belvoir's IPO process, the Belvoir group underwent a reconstruction whereby Belvoir, a newly incorporated entity, became the new group holding company with effect from 16 February 2012. This statement contains extracts from the audited financial statements of Belvoir Property Management (UK) Limited ("BPML"), the sole Belvoir group operating subsidiary, for the period to 31 December 2011. In addition, the unaudited management accounts of Kilima Holdings Limited ("Kilima") are included as an appendix. Kilima was the relevant holding company for BPML prior to reorganisation ahead of the Company's IPO. As part of the IPO group reconstruction process, Kilima underwent a solvent liquidation and has therefore ceased trading.

 

Highlights

 

·; Successful IPO on AIM on 19 February 2012 raising £6.3m net of expenses

·; As part of the flotation, the Belvoir group underwent a reconstruction whereby Belvoir, a newly incorporated entity, became the new group holding company with effect from 16 February 2012

·; These results comprise the unaudited results of Kilima, the former group holding company, and extracts from the audited results of BPML, the sole Belvoir group operating subsidiary, in each case for the period to 31 December 2011

·; All 2011 performance targets were either met or exceeded

·; 142 franchise outlets at 31 December 2011 (2010: 136)

·; Revenue of £3.35m (2010: £3.26m)

·; Excluding an exceptional charge relating to the costs of the Belvoir group's Admission to AIM and a £63k share based payment charge, BPML's operating profit as a percentage of turnover increased by 7% to 55% driven by an increase in MSF income and strong cost control by management

·; Cash generated from operations in Kilima before flotation costs was £1.99m (2010: £1.63m)

·; Appointment of a new senior manager to strengthen and accelerate franchise recruitment

·; Rental market continued to grow with an estimated 3 million private rented properties in England, representing 14% of all households

·; Some 60% of private rental properties are believed to be owned by landlords who use lettings agents. Management expect this percentage to grow further

 

 

 

 

Current Trading and Outlook

 

Following Belvoir's successful IPO in February we have been pleased with our progress and we are in line with achieving our objectives for the year, supported by favourable market conditions. The rental market has continued to grow and we are encouraged by the opportunities that are available. In particular the buy to let market continues to gather pace and tenant demand remains strong.

 

In line with our stated strategy of growing the business further, we are due to expand from our 142 offices that are currently in operation by opening another three in the near future in Chelsea, Leeds South and Evesham and our pipeline has further opportunities ongoing.

 

Also to expand our network further, since the IPO 3 of our franchisees have acquired competing agencies in St Helens, Wellingborough and Tunbridge Wells.

 

We look to forward to updating shareholders as we continue to develop the Belvoir brand.

 

Commenting on the results, Dorian Gonsalves, Managing Director, said:

 

"Belvoir lettings delivered a strong financial performance last year. During the period we grew the franchise business from 136 to 142 franchise outlets. Belvoir's debut on the AIM market of the London Stock Exchange in February this year will allow us to continue to expand the brand's national reach and strong market presence in the UK residential lettings market as we remain committed to providing a professional and personal service designed to exceed the expectations of landlords and tenants."

 

For further details:

 

Belvoir Lettings PLC

Dorian Gonsalves, Managing Director

Carl Chadwick, Finance Director

 

01476 584900

Seymour Pierce

Guy Peters or Sarah Jacobs, Corporate Finance

Jeremy Stephenson or Katie Ratner, Corporate Broking

020 7107 8000

 

Buchanan

Charles Ryland, Suzanne Brocks, Catherine Breen

0207 466 5000

 

The following statement contains extracts from the audited financial statements of Belvoir Property Management (UK) Limited ("BPML"), the sole Belvoir group operating subsidiary, for the period to 31 December 2011.  In addition, the unaudited management accounts of Kilima Holdings Limited ("Kilima") are included as an appendix.  Kilima was the relevant holding company for BPML prior to reorganisation ahead of Belvoir's IPO.  As part of the IPO group reconstruction process, Kilima underwent a solvent liquidation and has therefore ceased trading.  

 

BELVOIR PROPERTY MANAGEMENT (UK) LIMITED

 

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2011

 

 

The directors present their report with the financial statements of the company for the year ended 31 December 2011.

 

BUSINESS REVIEW

 

2011 was a solid year for BPML, where all of the performance targets set in the previous year were met or exceeded. With the company's focus on the UK residential lettings market the company benefited from the steady growth in the numbers of properties being introduced to the market. It was recently estimated by industry experts that there are nearly three million private rented properties in England which represents 14% of all households. This is up by 40% from the same statistic 10 years ago and the Directors believe the percentage of households will grow to 20% over the next five years. It is further estimated by industry experts that approximately 60% of private rented properties are owned by landlords who use lettings agents and the Directors believe this will grow as the market becomes more government regulated. Although market conditions were buoyant for the 142 franchise lettings agents who make up the Belvoir network, competition was also intense. The total number of lettings agents in the UK increased to over 10,000 in 2011 largely as a result of estate agents turning to lettings to supplement low incomes from house sales. There were also an increased number of private lettings agents. Belvoir added six new franchisees to their network during the year.

 

The network of Belvoir lettings agents has steadily increased from the formation of the company 16 years ago in Grantham with the longest standing franchisees having been with the company from the outset. Some of the franchisees are recently started and overall this portfolio of agents succeeded in increasing their combined income by 9.24 %. In turn the management service fee (MSF) of BPML, which represents 12% of these sales rose by 9.24%.

 

The company's only owned outlet in Grantham had a relatively stable year with turnover decreasing by 5.35%. It has not been the absolute priority of management to grow the Grantham shop, since it is more important that it is used as a showcase for the company's systems, procedures and shop fit styles as part of the training for new franchisees. The Grantham shop does not enjoy the same catchment area as the franchise areas and therefore demonstrates that the Belvoir model can work well even when the available area is small.

 

During the year BPML strengthened the franchise recruitment department through the appointment of a new senior manager and in the senior management team a new Finance Director was taken on to ensure that the company floated successfully and raised further funds for expansion. Work on this commenced in August 2011 and the Company was successfully admitted to trading on AIM market in February of 2012. A significant reorganisation of the group was necessary in order to attract the tax incentivised investment that proved to be available. Pursuant to this reconstruction Belvoir Lettings PLC, a newly incorporated entity, became the new group holding company with effect from 16 February 2012.

 

 

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2011

2011

2010

Notes

£

£

CONTINUING OPERATIONS

Revenue

2

3,350,536

3,260,308

Administrative expenses

(1,573,682)

(1,704,664)

OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS

1,776,854

1,555,644

Flotation costs

3

(330,902)

 -

OPERATING PROFIT

1,445,952

1,555,644

Finance income

5

13,227

5,928

PROFIT BEFORE TAX

6

1,459,179

1,561,572

Taxation

7

(466,505)

(402,982)

PROFIT AND TOTAL COMPREHENSIVE INCOME FOR THE YEAR

992,674

1,158,590

STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2011

 

2011

2010

2009

Notes

£

£

£

ASSETS

NON-CURRENT ASSETS

Intangible assets

41,992

55,996

73,693

Property, plant and equipment

430,452

450,900

475,063

Trade and other receivables

86,254

51,955

69,529

558,698

558,851

618,285

CURRENT ASSETS

Trade and other receivables

440,007

1,141,923

640,626

Cash and cash equivalents

857,357

593,942

576,689

1,297,364

1,735,865

1,217,315

TOTAL ASSETS

1,856,062

2,294,716

1,835,600

EQUITY

SHAREHOLDERS' EQUITY

Share capital

9

242,000

242,000

242,000

Share premium

29,000

29,000

29,000

Share-based payments reserve

63,440

 -

 -

Other components of equity

214,835

214,835

214,835

Retained earnings

186,159

954,203

626,813

TOTAL EQUITY

735,434

1,440,038

1,112,648

LIABILITIES

NON-CURRENT LIABILITIES

Deferred tax

9,600

11,400

14,600

9,600

11,400

14,600

CURRENT LIABILITIES

Trade and other payables

642,723

434,986

366,574

Tax payable

468,305

408,292

341,778

1,111,028

843,278

708,352

TOTAL LIABILITIES

1,120,628

854,678

722,952

TOTAL EQUITY AND LIABILITIES

1,856,062

2,294,716

1,835,600

 

 

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2011

 

 

Other components of equity

 

Share-based

Share

Share

payments

Retained

Total

capital

premium

reserve

Earnings

Equity

£

£

£

£

£

£

Balance at 1 January 2010

242,000

29,000

-

214,835

626,813

1,112,648

Changes in equity

Dividends

-

-

-

-

(831,200)

(831,200)

Transaction with owners

242,000

29,000

-

214,835

(204,387)

(281,448)

Profit and total comprehensive income for the year

-

-

-

-

1,158,590

1,158,590

Balance at 31 December 2010

242,000

29,000

-

214,835

954,203

1,440,038

Changes in equity

Share-based payments charge

-

-

63,440

-

-

63,440

Dividends

-

-

-

-

(1,760,718)

(1,760,718)

Transaction with owners

-

-

63,440

-

(1,760,718)

(1,697,278)

Profit and total comprehensive income for the year

-

-

-

-

992,674

992,674

Balance at 31 December 2011

242,000

29,000

63,440

214,835

186,159

735,434

 

 

 

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2011

 

Cashflow

2011

2010

notes

£

£

Cash flows from operating activities

Cash generated from operations

1

2,419,198

1,182,572

Tax paid

(408,292)

(339,668)

Net cash from operating activities

2,010,906

842,904

Cash flows from investing activities

Purchase of property, plant and equipment

 -

(379)

Interest received

13,227

5,928

Net cash from investing activities

13,227

5,549

Cash flows from financing activities

Equity dividends paid

(1,760,718)

(831,200)

Net cash used in financing activities

(1,760,718)

(831,200)

Increase in cash and cash equivalents

263,415

17,253

Cash and cash equivalents at beginning of

year

2

593,942

576,689

Cash and cash equivalents at end of year

2

857,357

593,942

 

 

BELVOIR PROPERTY MANAGEMENT (UK) LIMITED

 

NOTES TO THE STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2011

 

1. RECONCILIATION OF PROFIT BEFORE TAX TO CASH GENERATED FROM OPERATIONS

 

 

2011

2010

£

£

Profit before tax

1,459,179

1,561,572

Depreciation and amortisation charges

34,452

42,239

Share-based payments charge

63,440

Finance income

(13,227)

(5,928)

1,543,844

1,597,883

Decrease/(increase) in trade and other receivables

667,617

(483,723)

Increase in trade and other payables

207,737

68,412

Cash generated from operations

2,419,198

1,182,572

 

2. CASH AND CASH EQUIVALENTS

 

The amounts disclosed on the statements of cash flow in respect of cash and cash equivalents are in respect of these statements of financial position amounts:

 

Year ended 31 December 2011

31.12.11

1.1.11

£

£

Cash and cash equivalents

857,357

593,942

Year ended 31 December 2010

31.12.10

1.1.10

£

£

Cash and cash equivalents

593,942

576,689

 

 

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2011

 

1. ACCOUNTING POLICIES

 

Basis of preparation

The financial information has been prepared under the historical cost convention and in accordance with International Financial Reporting Standards adopted by the European Union ("IFRSs") and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. These are the company's first financial statements prepared in accordance with IFRSs. The following principal accounting policies have been applied consistently in dealing with items which are considered material in relation to the financial statements.

 

The company has elected to use a previous revaluation of the freehold property before the date of transition as the deemed cost at the date of transition. The buildings element of this cost is subsequently depreciated from this date. The net book value of the property as at the date of transition was £375,892.

 

Standards, amendments and interpretations to existing standards that are not yet effective

The directors anticipate that the adoption of those standards and interpretations which, at the date of authorisation of these financial statements, were in issue but not yet effective will have little or no impact on the financial statements when they come into effect.

 

Revenue recognition

Revenue represents income from the sale of franchise licences, provision of training and ongoing support of the franchisees. Recharged income is recognised when costs are incurred. Service fees are invoiced to individual franchisees on a monthly basis in relation to a percentage of their turnover for any given month.

Revenue also includes fees generated by franchises operated within the company. These internal franchises invoice landlords on a monthly basis and so recognise the income during the period in which the work is carried out.

Initial franchise fees are recognised upon signing of the contract as it is at this point that the new franchisee has a legal obligation to make good the terms of the contract. The initial fees are for the use of the brand along with initial training and support and promotion during the opening phase of the new office. As such the company regard this as a separate initial transaction for which they have fulfilled their obligations.

National Promotional Fund recharge is invoiced to franchise owners on a monthly basis and is calculated based on a percentage of the turnover of individual franchises. The fund is held internally (as agent for the franchise) for the purposes of promoting the brand to the benefit of all franchises. An element of the National Promotional Fund is recognised as income each month in respect of management fees for promoting the brand. No other element of receipt is recognised as revenue.

 

Taxes

Current tax is the tax currently payable based on the taxable profit for the year.Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amount of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Tax losses available to be carried forward as well as other income tax credits to the company are assessed for recognition as deferred tax assets.Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date.Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.

Share-based employee remuneration

The group operates an equity-settled share-based remuneration plan for its senior management. The fair value of awards to employees that take the form of shares or rights to shares in the parent company is recognised as an expense within this company, as the employer, with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using an option valuation model, taking into account the terms and conditions upon which the options were granted.

 

2. Revenue

 

As the chief operating decision maker reviews financial information for and makes decisions about the group's overall franchising business, the directors have identified a single operating segment, that of property lettings franchising. Management do not report on a geographical basis and no customers represent greater than 10% of total revenue in any of the periods reported. The directors believe there to be three material income streams which are split as follows:

 

2011

2010

£

£

Management Service Fee

2,599,673

2,379,759

Own operated franchises

360,709

446,055

Initial fees and other income

390,154

434,494

3,350,536

3,260,308

3. FLOTATION COSTS

 

The costs represent the professional fees and associated costs incurred to 31 December 2011 in relation to the proposed listing of the group on the Alternative Investment Market following the year end.

 

4. EMPLOYEES AND DIRECTORS

 

2011

2010

£

£

Wages and salaries

718,667

763,746

Social security costs

74,937

84,443

793,604

848,189

The average monthly number of employees during the year was as follows:

2011

2010

£

£

Management and administration

29

27

2011

2010

 £

 £

Directors' remuneration

218,911

268,384

Key management personnel are defined as directors of the group. Details of the remuneration of the key management personnel are shown below:

Year to 31

Year to 31

December 2011

December 2010

Total

Total

 £

 £

Short term employee benefits:

Salaries including bonuses

211,021

268,384

Benefits in kind

7,890

-

Social security costs

24,406

31,199

Share-based payments

63,440

-

306,757

299,583

 

 

2011

2010

Emoluments of the highest paid director were as follows:

 £

 £

Short term employee benefits:

Salaries including bonuses

73,611

116,900

Benefits in kind

1,530

1,530

75,141

118,430

 

5. FINANCE INCOME

 

2011

2010

 £

 £

Deposit account interest

3,041

111

Other similar income

10,186

5,817

13,227

5,928

 

 

6. PROFIT BEFORE TAX

 

2011

2010

The profit before tax is stated after charging:

 £

 £

Depreciation - owned assets

20,448

24,542

Franchises and licences amortisation

14,004

17,697

Auditors' remuneration

audit

13,400

12,800

tax and other advisory

7,116

6,614

Operating lease expenditure

53,665

46,894

 

7. TAXATION

 

2011

2010

 £

 £

Current tax

468,305

406,182

Deferred tax

-(1,800)

-(3,200)

Total tax charge in the statement of comprehensive income

466,505

402,982

 

 

The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

 

2010

2011

£

£

Profit on ordinary activities before tax

1,459,179

1,561,572

Profit on ordinary activities multiplied by the standard

 rate of corporation tax in the UK of 26% (2010 - 28%)

379,387

437,240

Effects of:

Expenses not deductible for tax purposes

106,764

5,659

Tax chargeable at different rates

 -

-(689)

Depreciation in excess of (less than) capital allowances

1,775

-(2,024)

Adjustment in respect of prior periods

 -

-(2,110)

Amortisation not deductible for tax purposes

 -

2,340

Group relief

-(27,517)

-(37,434)

Effect of change in tax rate

6,096

 -

Total tax charge in income statement

466,505

402,982

 

 

 

8. DIVIDENDS

 

2011

2010

 £

 £

Ordinary shares of £1 each

Interim

1,760,718

831,200

Interim dividends per share were paid as follows:

Dividend

Dividend per

share

Date:

£

£

31 January 2011

167,498

0.692

28 April 2011

67,499

0.279

30 June 2011

20,001

0.083

31 July 2011

100,002

0.413

29 September 2011

300,000

1.240

29 September 2011

900,001

3.719

23 December 2011

205,717

0.850

1,760,718

 

At the time of payment of each dividend, the directors reviewed the financial performance and position of the company in order to satisfy themselves that there were sufficient distributable reserves at the time of distribution of the above dividends.

 

The directors recommend that no final dividend be paid.

 

9. CALLED UP SHARE CAPITAL

 

Authorised:

Number:

Class:

Nominal

2011

2010

2009

value:

 £

 £

 £

 1,000,000

Ordinary shares

£1

 1,000,000

1,000,000

1,000,000

Allotted issued and fully paid:

Number:

Class:

Nominal

2011

2010

2009

value:

 £

 £

 £

242,000

Ordinary shares

£1

242,000

242,000

242,000

 

10. RELATED PARTY DISCLOSURES

 

During the period the company paid sponsorship fees of £4,800 (2010 - £4,800) to James Goddard, son of M J S Goddard, company director. At the period end £Nil (2010 - £Nil) remained outstanding.

 

During the period the company paid professional fees of £79,806 (2010 - £Nil) to Sunaxis Limited, a company wholly owned by company director Carl Chadwick. At the period end £Nil (2010 - £Nil) remained outstanding.

 

During the year dividends amounting to £1,760,718 were paid to Kilima Holdings Limited, the parent company. The year end balance owing by that company was £Nil (2010: £761,718 owing by Kilima).

 

11. SHARE BASED EMPLOYEE REMUNERATION

 

Enterprise Management Incentive Share Option Scheme ("EMI")

During the year to 31 December 2011, the company's parent (Kilima Holdings Limited) implemented an Enterprise Management Incentive ("EMI") scheme which will be settled in equity. Although the obligation to settle the share options lies with Kilima Holdings Limited, a charge has been recognised in Belvoir Property Management (UK) Limited income statement as it relates to employees of this company. The EMI is part of the remuneration package of the company's senior management. Options granted under the EMI Share Option Scheme have no performance conditions, however certain criteria, as set out in the scheme must be met.

The criteria are based on the Group successfully listing on the Alternative Investment Market and allow the option to be exercised at a placing after listing or during the exercise period which is from the second anniversary of listing to the end of the option period. There were options in respect of 7 ordinary shares, granted during the year to 31 December 2011 and 2 of these have no vesting period and are not reliant upon listing therefore their fair value is taken to profit and loss immediately.

The maximum term of the options granted under the EMI Scheme is 10 years from the grant date. Upon vesting, each option allows the holder to purchase one ordinary share at a discounted exercise price of £28,500.

The fair values of options granted were determined using the Black-Scholes option pricing model which takes into account factors specific to share incentive plans, such as the vesting period. The following principal assumptions were used in the valuation:

 

Grant date

28.09.11

Vesting period ends

31.12.13

Share price at grant date

£28,500

Volatility

11.70%

Option life

10 years

Dividend yield

6.37%

Risk free interest rate

0.55%

Exercise price

£28,500

The underlying expected volatility was determined by reference to the historical data of a similar listed company. In total, £63,440 of employee remuneration expense (all of which related to equity-settled share-based payment transactions) has been included in the statement of total comprehensive income and credited to equity.

 

Movements in the number of share options were as follows:

2011

2010

Number of share options:

Outstanding at the beginning of the year

 -

 -

Granted

7

 -

Forfeited

 -

 -

Exercised

 -

 -

Expired

 -

 -

Outstanding at the end of the year

7

 -

Exercisable at the end of the year

2

 -

Weighted average exercise price*

Outstanding at the beginning of the year

 -

 -

Granted

£28,500

 -

Forfeited

 -

 -

Exercised

 -

 -

Expired

 -

 -

Outstanding at the end of the year

£28,500

 -

Exercisable at the end of the year

£28,500

 -

* The exercise price specified is the price of shares in the parent company, Kilima Holdings Limited.

 

The following table summarises information relating to options outstanding and exercisable under all share option plans at 31 December 2011, together with their exercise prices and dates:

 

Normal dates of vesting and exercise (based on calendar years):

Exercise price per share

Number of outstanding options

Number of exercisable options

Year ended 31 December 2011

£28,500

7

2

 

The weighted average contractual life remaining at 31 December 2011 was 10 years, but all of the above options were exercised after the balance sheet date.

 

 

 

 

12. CONTINGENT LIABILITIES

 

Belvoir Property Management (UK) Limited and its parent undertaking, Kilima Holdings Limited, have a cross company guarantee, which creates a fixed and floating charge on the assets of each company. As at 31 December 2011, the outstanding contingent liability under this agreement amounted to £1,747,767 (2010 - £1,143,279).

 

13. POST BALANCE SHEET EVENTS

 

Following the year end, Kilima Holdings Limited (the parent undertaking) was voluntarily wound up, and the entire company's share capital distributed to Belvoir Property Solutions Limited. Belvoir Property Solutions Limited is a 100% subsidiary of Belvoir Lettings Plc, the ultimate controlling party. Belvoir Lettings Plc is a company registered in England and Wales and trades on the Alternative Investment Market.

 

Immediately prior to the voluntary wind up of Kilima Holdings Limited, both Carl Chadwick and Dorian Gonsalves exercised their share options. The exercise price for each of the share options was £28,500 per ordinary share in Kilima. The option exercise monies paid by Carl Chadwick and Dorian Gonsalves totalled £199,500.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KILIMA HOLDINGS LIMITED

UNAUDITED MANAGEMENT ACCOUNTS

 

The financial information set out in these consolidated management accounts of Kilima Holdings Limited for the year ended 31 December 2011 and the comparative figures for the twelve months ended 31 December 2010 are unaudited. They have been prepared taking into account the requirements of International financial reporting standards (IFRS). They do not contain all the information required for full annual financial statements.

 

The financial information for the year ended 31 December 2011 set out in these unaudited management accounts does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The company's statutory financial statements for the year ended 31 December 2010 have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain statements under section 498 of the Companies Act 2006.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

Year Ended

Year Ended

31.12.11

31.12.10

Notes

£

£

CONTINUING OPERATIONS

Revenue

3,350,536

3,260,308

Administrative expenses

(1,577,602)

(1,713,302)

OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS

1,772,934

1,547,006

Flotation costs

(330,902)

 -

OPERATING PROFIT

1,442,032

1,547,006

Finance costs

(101,918)

(125,054)

Finance income

13,227

5,928

PROFIT BEFORE TAX

1,353,341

1,427,880

Taxation

(466,505)

(402,982)

PROFIT AND TOTAL COMPREHENSIVE INCOME FOR THE YEAR

886,836

1,024,898

Profit attributable to:

Owners of the parent

886,836

1,024,898

Total comprehensive income attributable to:

Owners of the parent

886,836

1,024,898

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

As at

As at

31.12.11

31.12.10

Notes

£

£

ASSETS

NON-CURRENT ASSETS

Goodwill

1

999,591

999,591

Intangible assets

41,992

55,996

Property, plant and equipment

430,452

450,900

Trade and other receivables

86,254

51,955

1,558,289

1,558,442

CURRENT ASSETS

Trade and other receivables

457,894

386,872

Cash and cash equivalents

872,004

595,777

1,329,898

982,649

TOTAL ASSETS

2,888,187

2,541,091

EQUITY

SHAREHOLDERS' EQUITY

Share capital

2

95

100

Share-based payments reserve

63,440

 -

Capital redemption reserve

5

 -

Retained earnings

(13,989)

558,675

TOTAL EQUITY

49,551

558,775

LIABILITIES

NON-CURRENT LIABILITIES

Financial liabilities - borrowings

Interest bearing loans and borrowings

3

1,229,725

632,139

Deferred tax

9,600

11,400

1,239,325

643,539

CURRENT LIABILITIES

Trade and other payables

661,482

434,986

Financial liabilities - borrowings

Interest bearing loans and borrowings

3

469,524

495,499

Tax payable

468,305

408,292

1,599,311

1,338,777

TOTAL LIABILITIES

2,838,636

1,982,316

TOTAL EQUITY AND LIABILITIES

2,888,187

2,541,091

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Share-based

Capital

Share

payments

redemption

Retained

Total

capital

reserve

reserve

earnings

equity

£

£

£

£

£

Balance at 1 January 2010

100

-

-

264,977

265,077

Profit and total comprehensive income

-

-

-

1,024,898

1,024,898

Dividends

-

-

-

(731,200)

(731,200)

Balance at 31 December 2010

100

-

-

558,675

558,775

Profit and total comprehensive income

-

-

-

886,836

886,836

Reserve credit for equity-settled

share-based payment

-

63,440

-

 -

63,440

Dividends

-

-

-

(555,000)

(555,000)

Purchase of own shares

(5)

-

5

(904,500)

(904,500)

Balance at 31 December 2011

95

63,440

5

(13,989)

49,551

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

Year Ended

Year Ended

31.12.11

31.12.10

£

£

Operating activities

Profit before income tax

1,353,341

1,427,880

Depreciation and amortisation charges

34,452

42,239

Share-based payments charge

63,440

 -

Finance costs

101,918

125,054

Finance income

(13,227)

(5,928)

Operating cash inflow before changes in working capital

1,539,924

1,589,245

(Increase)/Decrease in trade and other receivables

(105,321)

(26,728)

(Decrease)/Increase in trade and other payables

226,496

68,412

Cash generated from operations

1,661,099

1,630,929

Interest paid

(101,918)

(108,134)

Tax paid

(408,292)

(339,668)

Net cash from operating activities

1,150,889

1,183,127

Cash flows from investing activities

Purchase of property, plant and equipment

 -

(379)

Interest received

13,227

5,928

Net cash from investing activities

13,227

5,549

Cash flows from financing activities

New loans in the period

1,700,000

 -

Loan repayments in the period

(1,128,389)

(467,496)

Share buyback

(5)

 -

Share buyback

(904,495)

 -

Equity dividends paid

(555,000)

(731,200)

Net cash used in financing activities

(887,889)

(1,198,696)

Increase (decrease) in cash and cash equivalents

276,227

(10,020)

Cash and cash equivalents at beginning of

period

595,777

605,797

Cash and cash equivalents at end of period

872,004

595,777

 

 

KILIMA HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION

 

1. GOODWILL

Group

£

COST

At 1 January 2010, 31 December 2010 and 31 December 2011

999,591

NET BOOK VALUE

At 31 December 2010

999,591

At 31 December 2011

999,591

The carrying amount of goodwill relates entirely to one cash generating unit, which arose on the purchase of Belvoir Property Management (UK) Limited and reflects the difference between the fair value of consideration transferred and the fair value of assets and liabilities purchased. Goodwill is assessed for impairment by comparing the carrying value to value in use calculations. Values have been estimated using cash flow projections based on detailed budgets and four year forecasts. The budgets/forecasts are based on historical data and the past experience of the directors in this sector as well as the future plans of the business. The discount rate applied was 13% (2010 - 10%), which the directors deem to be the weighted average cost of capital. The directors do not consider goodwill to be impaired. The directors believe that no reasonably possible change assumptions will cause the value in use to fall below the carrying value and hence impair the goodwill.

 

2. CALLED UP SHARE CAPITAL

 

Authorised:

Number:

Class:

Nominal

31.12.11

31.12.10

value:

 £

 £

100

Ordinary shares

£1

100

100

Allotted issued and fully paid:

Number:

Class:

Nominal

31.12.11

31.12.10

value:

 £

 £

95 (2010: 100)

Ordinary shares

£1

95

100

In the year to 31 December 2011 a shareholder of the company made his shareholding available for purchase. As a result of this the company acquired 5 £1 Ordinary shares, representing 5% of all issued share capital, for consideration totalling £900,000 plus costs totalling £4,495.

 

 

3. FINANCIAL LIABILITIES - BORROWINGS

 

 

Group

31.12.11

31.12.10

Current:

 £

 £

Bank loans

469,524

495,499

469,524

495,499

Non-current:

Bank loans

1,229,725

632,139

1,229,725

632,139

Terms and debt repayment schedule:

Group

31.12.11

31.12.10

 £

 £

In less than one year:

Bank borrowings

469,524

495,499

In more than one year but less than two years:

Bank borrowings

470,793

538,294

In more than two years but less than five years:

Bank borrowings

807,450

109,486

In more than five years:

Bank borrowings

 -

 -

1,747,767

1,143,279

Deferred arrangement costs

-(48,518)

-(15,641)

1,699,249

1,127,638

 

The bank loans and overdrafts are secured with fixed and floating charges over the group assets. The loans are being repaid over varying periods between 4 and 14 years, in equal instalments. Interest is charged monthly on the outstanding amount of the loans, at rates which track 2.3% - 2.5% above Bank of England base rate and 4.5% above LIBOR. The bank loans are shown net of associated loan arrangement costs which are being amortised over the term of the loans. In the event of a change of control, sale or flotation, the bank have the right to demand full repayment of the loans.

 

 

4. SHARE BASED EMPLOYEE REMUNERATION

 

Enterprise Management Incentive Share Option Scheme ("EMI")

During the year to 31 December 2011, the group implemented an Enterprise Management Incentive ("EMI") scheme which will be settled in equity. The EMI is part of the remuneration package of the Group's senior management. Options granted under the EMI Share Option Scheme have no performance conditions, however certain criteria, as set out in the scheme must be met.

 

The criteria are based on the Group succesfully listing on the Alternative Investment Market and allow the option to be exercised at a placing after listing or during the exercise period which is from the second anniversary of listing to the end of the option period. There were options in respect of 7 ordinary shares, granted during the year to 31 December 2011 and 2 of these have no vesting period and are not reliant upon listing therefore their fair value is taken to profit and loss immediately.

 

The maximum term of the options granted under the EMI Scheme is 10 years from the grant date. Upon vesting, each option allows the holder to purchase one ordinary share at a discounted exercise price of £28,500.

 

The fair values of options granted were determined using the Black-Scholes option pricing model which takes into account factors specific to share incentive plans, such as the vesting period. The following principal assumptions were used in the valuation:

 

Grant date

28.09.11

Vesting period ends

31.12.13

Share price at grant date

£28,500

Volatility

11.70%

Option life

10 years

Dividend yield

6.37%

Risk free interest rate

0.55%

Exercise price at grant date

£28,500

 

The underlying expected volatility was determined by reference to the historical data of a similar listed company.

 

In total, £63,440 of employee remuneration expense (all of which related to equity-settled share-based payment transactions) has been included in profit or loss and credited to equity.

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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