Final Results

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