Final Results

RNS Number : 2055N
Braemar Group PLC
08 June 2010
 

 

 

Braemar Group plc

8 June 2010

 

Audited final results for the year ended 31 March 2010

 

Chairman's Statement

 

I am pleased to report that the Group has made good progress in the year ended 31 March 2010, once more 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 2010 was £2,593,000 (2009: £2,610,000). Divisional turnover for the year is made up of £1,575,000 from corporate finance and fund management ("Braemar Securities") (2009: £1,513,000), £967,000 from property management ("Braemar Estates") (2009: £1,097,000) and £51,000 of unallocated revenue (2009: £Nil). 

 

Recurring income has increased to £1,327,000 (2009: £915,000). With the reduction in administration expenses to £1,747,000 (2009: £1,840,000), recurring income for the period covered 76% of administration expenses (2009: 50%), demonstrating significant progress in management's medium term goal of recurring income covering administration expenses in full.  This will be achieved by continuing to focus on building the size of each existing fund, on which the Group earns recurring income in both divisions, and gaining the benefit of economies of scale. 

 

These factors have contributed to a reduction in the loss before tax for the second half to £21,000 from the first half loss of £109,000, giving an overall loss before tax for the year of £130,000 (2009: £210,000 loss).

 

Cash balances at the year-end were £303,000 (2009: £206,000) and total equity of the Group stood at £2,657,000 (2009: £2,545,000). The increase in total equity has arisen due to the issue of new ordinary shares in the year as outlined in note 25.

 

Business Review

 

Strategy

 

Our strategy remains that of developing our fund management business, backed by the continued development of our support services in corporate finance and property management.  The medium-term aim of the Group is to ensure that recurring income is sufficient to cover all administrative costs and to build profitability thereafter.

 

Braemar Securities

 

During the year, we diversified our range of Open Ended Investment Companies ("OEIC's") to include Ground Rents, launched during the summer of 2009, adding to the existing UK Agricultural Land and Student Accommodation funds. Funds under management have increased by more than 20% to over £44m.

 

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.  In particular, the size of the Ground Rents fund will be a key driver in the profitability of Braemar Estates. 

 

Braemar Estates

 

When the Group joined the Alternative Investment Market ("AIM") in 2005, Braemar Estates' business plan was to service the funds created and managed by Braemar Securities, which remains the case. However, Braemar Estates has more recently attracted business from external clients. We have, therefore, invested further in personnel and systems to facilitate this growth.

 

On 1 April 2010, Braemar Estates took over as block and lettings manager for two landmark properties, both known as the Beetham Tower, in Manchester (Europe's tallest residential building) and in Birmingham.  These appointments, together with other contractual gains during the year, have increased the value of assets under management by more than 100% to over £500m. As most of the increase came at or close to the year end, the benefit of this increase will only begin to show in the current financial year. 

 

 

 

Current trading and prospects

 

The Directors are pleased that the above achievements, in particular the increase in recurring income, are providing a stable financial footing for the Group and a platform for solid profitable growth. Current trading is in line with Directors' expectations.

 



 

Martin Robinson

Chairman

8 June 2010

                           Consolidated statement of comprehensive income for the year ended 31 March 2010

 

 

 


Year ended

31 March 2010

Year ended

31 March 2009


Notes

£'000

£'000

Revenue

3

2,593

2,610





Cost of sales


(919)

(922)





Gross profit


1,674

1,688

Fair value adjustments to investment properties

15

-

(28)

Administrative expenses


(1,747)

(1,840)

 

Operating loss


 

(73)

 

(180)





Investment income

8

5

29

Finance costs

9

(62)

(59)

Loss before taxation


(130)

(210)

Taxation

10

-

8

 

Loss for the year


 

(130)

 

(202)

Other comprehensive expense




Losses on investments available for sale


-

(3)

Other comprehensive expense for the year


-

(3)

Total comprehensive expense for the year


(130)

(205)

Loss per share - basic and diluted

11

(0.08p)

(0.12p)

 

 

All results derive from continuing operations.

 

 


Consolidated statement of financial position at 31 March 2010



31 March 2010

31 March 2009


Notes

£'000

£'000

Non-current assets




Goodwill

12

2,736

2,736

Other intangible assets

13

118

99

Property, plant and equipment

14

142

141

Investment properties

15

607

607

Held-to-maturity investments

16

9

59

Other financial assets

17

-

67

Available for sale investments

18

-

8



3,612

3,717

 

Current assets




Trade and other receivables

19

200

327

Held-to-maturity investments

16

41

-

Other financial assets

17

56

-

Cash and cash equivalents

21

303

206



600

533





Total assets


4,212

4,250





Equity and liabilities




Issued capital

25

1,721

1,638

Share premium

27

3,092

2,945

Accumulated loss

27

(2,156)

(2,038)

Total equity


2,657

2,545

 

Non-current liabilities




Interest bearing loans and borrowings

22

308

533

Obligations under finance leases

22

-

11

Deferred tax

23

40

40



348

584

 

Current liabilities




Trade and other payables

24

657

587

Interest bearing loans and borrowings

22

537

512

Obligations under finance leases

22

13

22



1,207

1,121





Total liabilities


1,555

1,705





Total equity and liabilities


4,212

4,250

 

 

The consolidated financial statements for Braemar Group plc (company number 5084921) were approved and authorised for issue by the Board and were signed on its behalf on 8 June 2010.

W M Robinson          J S Murphy

Chairman                    Director


Consolidated statement of cash flows for year ended 31 March 2010



Year ended

31  March 2010

Year ended

31 March 2009


Notes

£'000

£'000

Cash generated/(absorbed) from operating activities

20

188

(195)

Interest paid


(35)

(24)

Net cash inflow/(outflow) from operating activities


153

(219)





Cash flows from investing activities




Interest received


5

29

Purchase of property, plant and equipment


(29)

(21)

Purchase of intangible assets


(34)

(6)

Purchase of held-to-maturity investments


-

(41)

Sale of available for sale investments


22

-

Acquisition of subsidiary


-

(107)

Net cash used in investing activities


(36)

(146)





Cash flows from financing activities




Proceeds from issue of share capital


-

-

Transaction costs of issue of share capital


-

-

Proceeds from borrowings


-

308

Repayment of borrowings


(20)

(26)

Net cash (used)/from financing activities


(20)

282





Net increase/(reduction) in cash and cash equivalents


97

(83)

Cash and cash equivalents at 1 April 2009


206

289

Cash and cash equivalents at 31 March 2010

21

303

206

 

 

 

 

  

Consolidated statement of changes in equity for the year ended 31 March 2010  

 

 






 

 

Ordinary Shares

Share Premium

Accumulated loss

Total equity


£'000

£'000

£'000

£'000

Balance at 1 April 2008

1,638

2,945

(1,845)

2,738

Changes in equity for the year ended 31 March 2009





Total comprehensive expenditure for the year

-

-

(202)

(202)

Available-for-sale investments fair value movement

-

-

(3)

(3)

Credit arising on share options

-

-

12

12

Balance at 31 March 2009

1,638

2,945

(2,038)

2,545






Changes in equity for the year ended 31 March 2010





Total comprehensive expenditure for the year

-

-

(130)

(130)

Credit arising on share options

-

-

12

12

Issue of share capital

83

147

-

230

Balance at 31 March 2010

1,721

3,092

(2,156)

2,657








1.             Basis of preparation

The Group's financial statements for the year ended 31 March 2010 have been prepared in accordance with IFRS's as adopted by the European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS's. 

The preparation of financial statements in conformity with IFRS's requires management to make judgements, estimates and assumptions that affect 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 adopted during the year

IAS 1 Presentation of Financial Statements (revised 2007)

The Group has adopted this standard in its consolidated financial statements, which has been applied retrospectively.  The adoption of the standard does not affect the financial position or losses of the Group, but gives rise to additional disclosures.

 

IFRS 8 Operating Segments

The Group has adopted this standard in its consolidated financial statements, which has been applied retrospectively.  The adoption of the standard does not affect the financial position or losses of the Group, but gives rise to additional disclosures.  The Group has updated its accounting policy to comply with this standard and its operating segments are now recognised based on internal management reporting and not on geography or business type.  The revised operating segments are disclosed in note 3 and the comparative information has been restated where appropriate.

 

1.2           IFRS's effective during the year but not relevant

The following interpretations were mandatory for the Group's accounting period, but had no impact on the financial statements in the year:

IFRS 3 (revised) Business Combinations

IAS 27 (revised) Consolidated and separate financial statements

IAS 39 (Amended) Share based payments - Group cash-settled share-based payment transactions

IFRIC 12 Service concession arrangements

 

1.3           EU adopted IFRS's 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 Group's financial statements.

 

 

 

2.             Accounting policies

The principal accounting policies adopted by the Group are as follows:

2.1           Basis of consolidation

The consolidated statement of comprehensive income and consolidated statement of financial position includes the financial statements of the Company and its subsidiary undertakings made up to 31 March 2010.  The results of subsidiaries sold or acquired are included in the statement of comprehensive income 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 statement of comprehensive income comprises 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 investment vehicles 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 (revised) Business Combinations.

2.4           Operating segments

Operating segments are identified in line with the internal management information reporting to the chief operating decision maker.  The Directors consider the chief operating decision maker to be the Board collectively and as such have adopted the reporting as included in monthly board meeting papers for the purposes of segmental reporting. 

2.5           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.

2.6           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 recognised in the statement of comprehensive income and is not subsequently reversed.  Goodwill is carried at cost less accumulated impairment losses.

2.7           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 on a straight line basis as follows:

Customer contracts                                               20 years

Software                                                                 4 years

 

 

 

 

2.8           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 life 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

2.9           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 statement of comprehensive income in the period in which the change arises.   

2.10         Financial instruments

The Group classifies financial instruments, or their component parts, on initial 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.

2.11          Held-to-maturity investments

Held-to-maturityinvestments are measured at amortised cost.

2.12         Other financial assets

Other financial assets are recognised at their fair value. Movement in fair values are taken directly to the statement of comprehensive income.

2.13         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 statement of comprehensive income to the extent that it reflects the difference between acquisition cost and fair value, with the balance taken direct to equity.

2.14         Cash and cash equivalents

Cash comprises cash in hand and cash on demand deposits which may be accessed without penalty. Cash equivalents comprise short term highly liquid investments with a maturity of less than three months from the date of acquisition.

2.15         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.

2.16         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.

 

2.17         Interest-bearing borrowings

Interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the statement of comprehensive income over the period of the borrowings on an effective interest rate basis. Transaction costs are amortised, as a finance cost, over the expected term of the facility, using the effective interest rate method.  Borrowings are classified as either current or non-current liabilities, dependent on the maturity date and terms of the loan.

2.18         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.

2.19         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 statement of comprehensive income so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

2.20         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.

2.21         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.

2.22         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 statement of comprehensive income.

2.23         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's 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 £83,000 movement in the fair value assessment for the goodwill arising from the acquisition of The Braemar Group Limited, approximately a £25,000 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 £5,000.  

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 2010 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 (£435,000 at 31 March 2010) could have a significant impact on the presentation of the financial statements.  There would be no impact on the statement of comprehensive income.



 

3.             Segmental reporting

For management purposes the Group is organised into two divisions: corporate finance and fund management (Braemar Securities) and property management (Braemar Estates).  These divisions are the basis on which the Group reports its major income generating and cash flow results to its chief operating decision maker.  This has resulted in a reduction of operating segments from three to two and all comparative financial information has been restated.

 


Securities

Estates

Unallocated

Consolidated


2010

£'000

2009

£'000

2010

£'000

2009

£'000

2010

£'000

2009

£'000

2010

£'000

2009

£'000

Revenue

1,575

1,513

967

1,097

51

-

2,593

2,610

Segment result (EBITDA)

200

318

(85)

(73)

42

(11)

157

234

Central costs







(187)

(357)

EBITDA







(30)

(123)

Depreciation and amortisation

(3)

-

(9)

(9)

(31)

(48)

(43)

(57)

Operating loss







(73)

(180)

Investment income







5

29

Finance costs







(62)

(59)

Loss before tax







(130)

(210)

 

There is no inter-group revenue between the segments recorded in the year.


Securities

Estates

Unallocated

Consolidated


2010

£'000

2009

£'000

2010

£'000

2009

£'000

2010

£'000

2009

£'000

2010

£'000

2009

£'000

Segment assets

1,496

1,246

811

847

1,905

2,157

4,212

4,250

Segment liabilities

363

346

1,055

974

137

385

1,555

1,705

 

The total revenue of the Group for the year has been derived wholly from activity undertaken in the United Kingdom.    Therefore a geographical segmental analysis is not appropriate.  No one customer accounts for more than 10% of Group revenue.

4.      Operating loss

 

         The operating loss is stated after charging:



 

5.      Auditor's remuneration                                                           

 

6.             Particulars of employees

 

7.             Directors' emoluments

         The total amounts for Directors' remuneration and other benefits were as follows:

 


Salary

Bonus

Pension contributions

2010

2009

Executive

£'000

£'000

£'000

£'000

£'000

M J Duschenes

119

-

13

132

142

W M Robinson

95

-

10

105

108

J S Murphy

95

-

10

105

110

Non-executive






A B S McFarland

23

-

-

23

23


332

-

33

365

383

 

Details of the Directors' emoluments can be found in the Directors' Report on page 7.  The section of the report that is subject to audit by PricewaterhouseCoopers LLP is indicated with an asterisk (*). This information includes executive share options.

In addition to the above the charge to income in the year in respect of share options for Directors was £10,000 (2009: £10,000).



 

8.             Investment income            


2010

2009


£'000

£'000

Bank interest receivable

5

15

Interest receivable on government securities

-

14


5

29

 

9.             Finance costs      


2010

2009


£'000

£'000

Interest and other similar charges payable on bank borrowings

26

18

Finance lease interest payable

4

6

Interest on loan notes

27

35

Other

5

-


62

59

 

10.           Income tax expense


2010

2009


£'000

£'000

Current tax:



On profit for the year

-

-

Adjustment in respect of prior year

-

-


-

-

Deferred tax:



Origination and reversal of temporal differences

-

8


-

8

 

The differences between the total current tax shown above and the amount calculated by applying the standard rate of UK corporation tax of 28% (2009: 28%) to the loss are as follows:


2010

2009


£'000

£'000

Loss for the year from operations

(130)

(202)

Loss on ordinary activities multiplied by the standard rate of corporation tax in the UK of 28% (2009:28%)

(36)

(57)

 

Effects of:






Expenses not deductible for tax purposes                   

18

57

Income not taxable

-

(9)

Tax losses not recognised

18

17


-

8

 

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 £483,000 (2009: £467,000).



 

11.            Loss per share

   The calculation of loss per share is based on the following losses and numbers of shares:


2010

2009


£'000

£'000

Loss for the year

130

202

Weighted average number of ordinary shares

169,881,136

163,786,903

Loss per ordinary shares- basic and diluted

0.08p

0.12p

 

There are 28,788,884 potentially issuable shares that have not been included in a diluted EPS calculation as they are anti-dilutive.

 

12.           Goodwill

        

2010

2009

Net book value

£'000

£'000

At 1 April

2,736

2,694

Additions - current period acquisitions at cost

-

42

At 31 March

2,736

2,736

 

Goodwill was allocated for impairment testing purposes to cash generating units which contained carrying amounts of goodwill allocated as follows:


2010

2009


£'000

£'000

The Braemar Group Limited

2,244

2,244

Block management division of Main & Main (Developments) Limited

450

450

The Manchester Ground Rent Company Limited

42

42


2,736

2,736

 

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 2013 and extended to five years based on a growth rate assumption of 3% (2009: 0%). The five year cash flows were discounted at an assumed cost of capital of 12% (2009: 15%) based on an assumed risk free rate of 4% (2009: 4%) and a risk premium of 8% (2009: 11%).



 

13.           Other intangible assets


2010
Software costs

2009
Software costs

2010
Customer databases

2009
Customer databases

2010
Customer contracts

2009
Customer contracts

2010
Total

2009
Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Cost









At 1 April

30

-

-

160

110

110

140

270

Reclassification


24

-

-

-

-

-

24

Additions

34

6

-

-

-

-

34

6

Disposals


-

-

(160)

-

-

-

(160)

At 31 March

64

30

-

-

110

110

174

140

Amortisation









At 1 April

10

-

-

160

31

9

41

169

Reclassification

-

4

-

-


-


4

Impairment charge

-

-

-

-


-


-

Charge for the year

12

6

-

-

3

22

15

28

Disposals

-

-

-

(160)


-


(160)

At 31 March

22

10

-

-

34

31

56

41

Net book value









At 31 March

42

20

-

-

76

79

118

99

 

At 31 March 2010 the average remaining useful economic life for software costs was 2.6 years (2009: 2.7 years) and for customer contracts was 17 years (2009: 4 years).  During the year the annual review of the useful economic life of the assets identified that customer contracts were being retained for a significantly longer period than the previous accounting policy of 5 years.  As a result a detailed analysis has been performed and a revised estimated useful economic life of 20 years has now been adopted.  This is subject to annual review.

 

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.  They were written off in full in the prior year following this business being discontinued.

 

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 £5,000 subject to finance leases.



 

14.           Property, plant and equipment


Property

Plant and equipment

Total


2010

2009

2010

2009

2010

2009

Cost

£'000

£'000

£'000

£'000

£'000

£'000

At 1 April

91

91

101

118

192

209

Reclassification

-

-

-

(24)

-

(24)

Additions

-

-

29

21

29

21

Disposals

-

-

-

(14)

-

(14)

At 31 March

91

91

130

101

221

192








Depreciation







At 1 April

2

-

49

26

51

26

Reclassification

-

-

-

(4)

-

(4)

Charge for the year

2

2

26

27

28

29

Disposals

-

-

-

-

-

-

At 31 March

4

2

75

49

79

51

Net book value







At 31 March

87

89

55

52

142

141

 

Property comprises a long leasehold interest in 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 plant and equipment are assets with a book value of £11,000 subject to finance leases.

 

15.           Investment properties


2010

2009


£'000

£'000




At 1 April

607

225

Additions

-

410

Fair value adjustments

-

(28)

At 31 March

607

607

 

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 of 8.5% (2009: 8.5%), which is 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 2010 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 statement of comprehensive income


2010

2009


£'000

£'000

Rental income

60

17

 

There are no material operating costs associated with the investment properties in the year.



 

16.           Held-to-maturity investments

Current

2010

2009

Net book value

£'000

£'000

At 1 April

-

-

Additions

-

-

Reclassification

50

-

Fair value adjustment

(9)

-

At 31 March

41

-




Non current



At 1 April

59

18

Additions

-

41

Reclassification

(50)

-

At 31 March

9

59

 

Held-to-maturity investments represent holdings in investment schemes and companies operated by the Group.

The fair value adjustment and reclassification relates to the 50,000 £1 shares held by the Group in Braemar UK Agricultural Land plc, which is expected to enter into a solvent members' voluntary liquidation.  The fair value adjustment reflects the amount expected to be received and the classification as current reflects the likely timing of the receipt.

 

17.           Other financial assets

Current

2010

2009

Net book value

£'000

£'000

At 1 April

-

-

Additions

-

-

Reclassification

67

-

Fair value adjustment

(11)

-

At 31 March

56

-




Non current



At 1 April

67

37

Additions

-

30

Reclassification

(67)

-

At 31 March

-

67

 

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.  The fair value adjustment reflects the amount expected to be received and the classification as current reflects the likely timing of the exercising of the warrant and the resultant receipt.



 

18.     Available for sale investments


2010

2009


£'000

£'000

Net book value



At 1 April

8

32

Additions

8

-

Market value movements taken directly to equity

-

(3)

Fair value adjustment

6

(21)

Disposal

(22)

-

At 31 March

-

8

 

The available for sale investments represented shares in Regenesis Group Limited, which was liquidated during the year with gross proceeds of £22,000. 

                                                                                                               

19.           Trade and other receivables            


2010

2009


£'000

£'000

Trade receivables

102

30

Related party receivables (see note 30)

4

20

Prepayments and accrued income

94

255

Other receivables

-

22


200

327




Trade receivables do not carry interest. There are no impaired trade receivables (2009: £nil).

 

Ageing of past due but not impaired trade and related party receivables:

2010

£'000

2009

£'000

26

15

31-60 days past due

1

1

Over 60 days past due

7

 34


34

50

 

 

20.           Reconciliation of operating loss to net cash flow from operations


Year ended

31 March

2010

Year ended

31 March

2009


£'000

£'000

Loss before tax

(130)

(210)

Depreciation of property, plant and equipment

28

29

Amortisation of intangible assets

15

28

Impairment of available for sale assets

-

21

Share option charge

12

12

Share based payments

31

-

Share-based expense/(income)

6

(29)

Loss on sale of fixed assets

-

9

Decrease in fair value of investment properties

-

28

Interest income

(5)

(29)

Interest expense

62

59

Operating cash inflow/(outflow) before movements in working capital

19

(82)

Decrease in trade and other receivables

127

1,593

Increase/(decrease) in trade and other payables

42

(1,706)

Cash generated/(absorbed) by operations

188

(195)

 

21.           Cash and cash equivalents


2010

2009


£'000

£'000

Cash and cash equivalents

303

206

 

Cash and cash equivalents comprises short-term deposits, the effective rate of interest earned on these deposits for the year ended 31 March 2010 was 1.22% (2009: 3.15%).

 



 

22.           Borrowings


2010

2009

Current

£'000

£'000

Interest bearing loans and borrowings - Convertible loan notes

312

512

Interest bearing loans and borrowings - from Northern Rock plc

225

-

Obligations under finance leases

13

22


550

534

Non-current



Interest bearing loans and borrowings - from Northern Rock plc

-

225

Interest bearing loans and borrowings - from Royal Bank of Scotland plc

308

308

Obligations under finance leases

-

11


308

544

Total borrowings

858

1,078

 

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 fifth anniversary of the loan notes and the final date for their repayment is December 2010.  The Group has received an irrevocable undertaking from all the holders of the loan notes that in the event that they are not repaid prior to this date then they will be extended for a further five years on the same terms as are currently in place.

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 has been classified as current as the market value of the property has been estimated at below the level that would constitute a breach under the terms of the loan.  The Group has not received any notification from the lender in this regard.

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.

 

Obligations under finance leases Obligations under finance leases are as follows:


2010

2009


£'000

£'000

Within one year

13

22

Between one and two years

-

11


13

33

 

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.



 

23.           Deferred tax

Deferred tax liabilities comprise


2010

2009


£'000

£'000

Fair value gains

40

40

 


2010

2009


£'000

£'000

At 1 April

40

23

Liability assumed following acquisitions

-

25

Recognised in the statement of comprehensive income

-

(8)

At 31 March

40

40

 

24.           Trade and other payables 


2010

2009


£'000

£'000

Trade payables

258

52

Taxes and social security costs

64

72

Accruals and deferred income

335

450

Other payables

-

13


657

587

 

25.           Issued capital


2010

2009

Authorised share capital:

£'000

£'000

600,000,000 (2009: 600,000,000) ordinary shares of 1p each

6,000

6,000

 


         2010

         2009

Issued capital:

No:

£'000

No:

£'000

Ordinary shares of 1p each

172,126,380

1,721

163,786,903

1,638

 

 

 


2010

2009

Issued capital:

£'000

£'000

At 1 April

1,638

1,638

Issued in the year:

83

-

At 31 March

1,721

1,638

 

On 8 July 2009 the Group agreed with Marc Duschenes, a Director, to convert £200,000 of the convertible loan notes issued to him as part of the consideration of the acquisition of The Braemar Group Limited into equity at a price of 2.75 pence per share, which resulted in 7,272,727 new ordinary shares of 1 pence each being issued to Marc Duschenes. 

On the same day pursuant to an agreement with a supplier, who had been promoting the Group's funds, a further 1,066,750 new ordinary shares of 1 pence each were issued at a price of 2.875p per share.



 

26.           Share options

Other than for the Directors, or disclosed in the Directors' report, no performance criteria are in place for this scheme.

26.1         Approved options

The Company operates an approved Company Share Option Plan.

 

Date options granted

Options held at 1 April

2009

Options granted during the year

Options exercised during

the year

Options lapsed during the year

Options held at 31 March 2010

Exercise Price

Earliest date for exercise

Expiry date

13/06/2007

2,540,259

-

-

-

2,540,259

3.25p

Jun-10

Jun-17

18/06/2008

2,200,165

-

-

(165,000)

2,035,165

1.25p

Jun-11

Jun-18

06/11/2008

500,000

-

-

(60,000)

440,000

1.00p

Nov-11

Nov-18

13/08/2009

-

400,000

-

-

400,000

2.75p

Aug-12

Aug-19


5,240,424

400,000

-

(225,000)

5,415,424




 

26.2         Unapproved options

Date options granted

Options held at 1 April

2009

Options granted during the year

Options exercised during the year

Options lapsed during the year

Options held at 31 March 2010

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


9,028,810

-

-

-

9,028,810




 

 



 

26.3         Share option charges

Charges to the statement of comprehensive income are summarised as follows:

 


2010

2009


£'000

£'000

Total

12

12

 

Options are valued using the Black-Scholes option-pricing model and the principal inputs into the model were as follows:


2010

2009

Weighted average exercise price

2.75p

3.25p

Expected volatility weighted average

40%

40%

Expected life weighted average

3 years

3 years

Risk-free rate

4%

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.

 

27.           Reserves

 


Share premium account

Accumulated loss

Share premium account

Accumulated loss


2010

2010

2009

2009


£'000

£'000

£'000

£'000

Balance brought forward

2,945

(2,038)

2,945

(1,845)

Retained loss for the year

-

(130)

-

(202)

New shares issued

147

-

-

-

Credit arising on share options

-

12

-

12

Available for sale investments fair value movement

 

-

 

-

 

-

 

(3)

Balance carried forward

3,092

(2,156)

2,945

(2,038)

 



 

28.           Operating leases

Operating lease costs incurred during the year were:

 


2010

2009


£'000

£'000

Land and buildings

77

81

Plant and equipment

4

5

 

At 31 March 2010 the Group had total commitments under non-cancellable operating leases as set out below:


Land and buildings

Plant and equipment


2010

2009

2010

2009


£'000

£'000

£'000

£'000

Within one year

77

77

4

3

Between two and five years inclusive

180

251

-

-

 

At 31 March 2010 the Group had total amounts receivable under non-cancellable operating leases as set out below:


Land and buildings


2010

2009


£'000

£'000

Within one year

17

17

Between two and five years inclusive

69

69

More than five years

121

138

 

29.           Capital commitments and contingent liabilities

The Group had no material capital commitments or contingent liabilities at 31 March 2010 (2009: £Nil).

 



 

30.           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


2010

2010

2009

2009


£'000

£'000

£'000

£'000

Coronation Limited Partnership

50

-

56

-

Coronation II Limited Partnership

38

-

44

-

Coronation III Limited Partnership

58

-

62

-

Coronation IV Limited Partnership

162

2

94

-

Coronation V Limited Partnership

34

-

88

-

Coronation VI Limited Partnership

85

-

62

-

OEG Limited Partnership

223

1

289

-

OEG II Limited Partnership

70

1

162

-

ReGen Limited Partnership

215

-

173

-

 

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 £43,000 (2009: £153,000) of which none (2009: none) were outstanding at the year-end.

Braemar Group plc provides administrative services and office space to Regenesis Group Limited. Martin Robinson and Marc Duschenes are both Directors of Regenesis Group Limited.  During the year invoices were raised of £26,000 (2009: £20,000) of which none (£2009: £20,000) were outstanding at the year-end. 

 

30.1         Amounts owed to key management

Amounts outstanding to key management at the balance sheet date were £435,000 (2009: £608,000) 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 22. 



 

30.2         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.


2010

2009


£'000

£'000

Short term employee benefits

332

334

Post employment benefits

33

49


365

383

 

The charge to income in the year in respect of share options for key management personnel was £10,000 (2009: £10,000).

31.           Post balance sheet events

There have been no material events from the date of the balance sheet until the date of this report.

32.           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 £35,000 (2009: £51,000).

33.           Financial instruments

The Group's financial instruments are summarised below.

33.1         Financial assets


Assets at fair value through profit and loss

Loans and receivables

Held-to-maturity

Available for sale

Total


2010

2009

2010

2009

2010

2009

2010

2009

2010

2009


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Held-to-maturity investments

-

-

-

-

-

-

50

59

50

59

Other financial assets

56

67

-

-

-

-

-

-

56

67

Available for sale investments

-

-

-

-

-

-

-

8

-

8

Trade receivables

-

-

106

50

-

-

-

-

106

50

Other receivables

-

-

34

186

-

-

-

-

34

186


56

67

140

236

-

-

50

67

246

370

 

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.  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, which has been estimated from the most recent management accounts available for Braemar UK Agricultural Land plc.

The cash at bank and in hand at the year-end was £303,000 (2009: £206,000), which was all held in instant access variable interest bearing accounts linked to bank base rate.

The available for sale investments at 31 March 2009 represented 2,350,000 shares in Regenesis Group Limited, which have been realised in full during the year.

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.

33.2         Financial liabilities


Other financial liabilities


2010

2009


£'000

£'000

Interest bearing loans and borrowings

533

533

Convertible Loan Notes - principal

312

512

Convertible Loan Notes -accrued interest

123

96

Obligations under finance leases

13

33

Trade payables

258

52

Other payables

381

413


1,620

1,639

 

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 £435,000 (2009: £608,000). 

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.



 

33.3         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


2010

2010

2009

2009


£'000

£'000

£'000

£'000

Held-to-maturity investments

50

50

59

59

Other financial assets

56

56

67

67

Available for sale investments

-

-

8

8

Trade receivable

106

106

50

50

Other receivables

34

34

186

186

Total

246

246

370

370

 

Financial liabilities


Carrying amount

Fair         value

Carrying amount

Fair           value


2010

2010

2009

2009


£'000

£'000

£'000

£'000

Interest bearing loans and borrowings

533

537

533

555

Convertible Loan Notes - principal

312

319

512

549

Convertible Loan Notes - accrued interest

123

121

96

96

Obligations under finance leases

13

13

33

33

Trade payables

258

258

52

52

Other payables

381

381

413

413

Total

1,620

1,629

1,639

1,698

 

33.4         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.

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


2010

2010

2010

2009

2009

2009


£'000

£'000

£'000

£'000

£'000

£'000

Bank loans

225

-

308

-

-

533

Hire purchase obligations

10

3

-

12

10

11

Other loans

312

-

-

512

-

-

Trade payables

258

-

-

52

-

-


805

3

308

576

10

544

 

Other loans comprise Convertible Loan Notes, the terms of which are disclosed above.  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 and as a result they have been analysed as due within six months.  The Group has received an irrevocable undertaking from all the holders of the loan notes that in the event that they are not repaid prior to this date then they will be extended for a further five years on the same terms as are currently in place.

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.


2010

2010


£'000

£'000


-0.5%

+5%

Net result for the year

-

-

Equity

-

-

 

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, Anglo-Irish Bank plc and Investec plc.

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:


2010

2009


£'000

£'000

50

59

Other financial assets

56

67

Available for sale investments

-

8

Trade receivables

106

50

Other current assets

34

186

Cash and cash equivalents

306

206

 

34.           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.  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 2010 will be posted to shareholders today.

For further information please contact:

Marc Duschenes, Chief Executive, Braemar Group plc      0161 929 4969
Martin Robinson, Chairman, Braemar Group plc              0161 929 4969
Julie Serrage, Investor Relations, Braemar Group plc        0161 929 4969
Alex Clarkson/Nick Cowles, Zeus Capital Limited           0161 831 1512


 


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