23 May 2022
St Mark Homes Plc
(''SMH'' or “the Company'')
St Mark Homes Plc (AQSE: SMAP), the housebuilder operating mainly in
The directors present their strategic report for the year ended 31 December 2021.
Review of the business
The Group continues to develop residential led projects located in
2021 has again been a difficult year with the continued impact of Brexit and Covid delaying both sales and production. The Group made a loss before tax of £105,529 (2020 loss: £170,101). While historically the business has largely developed apartments we anticipate increasing our exposure to family housing in the next development cycle. Our two new projects at Muswell Hill and Finchley are initial steps in this direction. We are also pleased to report that our
Our strategic priorities
The Board remain keen to grow the Group into a significant regional house builder. We have an established and profitable method of operation and intend to participate in additional projects in the coming years.
We believe the key Group assets are its people, capital base and market listing. Our primary aim is to maximise shareholder value by utilising each of these assets to best effect. We also are committed to the highest standards of sustainability.
People and partnering
We have an intentionally small but experienced team with demonstrable competency in the areas of finance, property development, project appraisal and project delivery. Our strategy is to match those core skills and our capital with partners who can assist with project design, construction and sales. Our people are motivated through a management incentive scheme which aligns their interests with that of the shareholders and only rewards performance after attainment of profit targets linked to the return on shareholders funds.
The Group commenced 2021 with a capital base just over £5.49m (2020: £5.59m). We have previously set a performance target to grow that base by a minimum of 5% on opening shareholders funds per annum through organic growth. In 2021 we had a pre-tax loss of 2% (2020: loss 3%) on opening shareholders funds during particularly testing market conditions.
AQSE Growth Market Listing
The market mid-price on 20 May 2022 of £0.875 represents a discount of 25% to the net asset value of £1.17 per share reported at 31 December 2021.
We will continue to monitor the effectiveness of the market The Board believe the expansion of the capital base and the continuation of profit and dividend growth are steps that can broaden investor appeal.
We recognise that there are financial and operational benefits of working sustainably and we are committed to the highest standards of sustainability. While many environmental requirements are embedded within the planning process, sustainability is a broader issue than that and encompasses both Health & Safety and the supply chain.
Health & Safety continues to remain the Group’s first priority and we work with our joint venture partners to attain best practice standards. We are happy to report that there were no reportable incidents on any of our projects during 2021 and since the period end and we remain committed to the highest standards of Health & Safety.
Having the right supply chain is also crucial to sustainability. We do have long term working relationships with our main suppliers but continue to carefully monitor the financial health of our design teams and main contractors. We aim to pay suppliers to agreed timescales and to work collaboratively with them for the benefit of all.
At present we have live joint venture projects on sites in
Sutton High Street,
The Group retains a 40% interest in a development site at Sutton High Street. The Group, in association with its joint venture partner, successfully secured planning consent from the
The Group is in advanced negotiations with a FTSE 100 retailer for the letting of the ground floor retail space and is hopeful that this will lead to the securing of a long lease for this element of the scheme.
The Group plans to commence marketing of the residential element of this scheme in the summer of 2022.
The Group has a 40% interest in the redevelopment of this site with its joint venture partner. The initial phase of the project was completed in 2021 providing a mixed use development of commercial/retail at ground and mezzanine levels and 33 residential flats above. The apartments have all been sold but the commercial remains available. We obtained a D1 planning consent on the ground floor in 2021 and now intend to seek consent for an additional penthouse on the top of the building.
In accordance with our revenue recognition policy we have recognised a loss of £37,239 (2020: £14,833) during 2021.
Uxbridge Road, Hanwell,
The Group has a 50% interest in the redevelopment of this site with full planning permission in place to provide 43 residential units (7 houses and 36 apartments) and ground floor retail fronting Uxbridge Road, Hanwell,
In accordance with our revenue recognition policy we have recognised project management fees of £216,000 (2020: £216,000) during 2021.
Twyford Avenue, Muswell Hill,
The Group has taken a 50% joint venture stake in a new build housing scheme in Muswell Hill,
Construction is underway and is scheduled to be completed in June 2022. Marketing of the scheme commenced in April 2022 and five of the seven houses are now either sale agreed or exchanged.
553 – 563 High Road, Finchley, N12:
The Company has taken a 50% joint venture stake in a new build housing scheme in Finchley,
As capital and profits are released from the current project portfolio the Board will seek out further opportunities with similar risk profiles. The Group’s schemes have largely been in the outer London Boroughs and it is intended that the Group will continue to focus on this geographic area.
Board Decision Making: Section 172 Statement
The Board regularly considers the impact of their decision making on the key stakeholders of the business. For this purpose the Board have identified the following groups of stakeholders with details of how they have engaged with those stakeholders and the effect this has had on St Mark’s decisions and strategies during the year.
|Stakeholder group||Their interests||How management and/or Directors engage|
|Investors||· Comprehensive review of financial performance of the business
· Business sustainability
· High standard of governance
· Awareness of long-term strategy and direction
|· Annual and interim reports
· Company website
· Shareholder circulations
· Company announcements
· AQSE growth exchange announcements
|Employees||· Job satisfaction and fulfilment
· Health and safety on site
· Training and development
· Career progression
|· Formal policies and procedures
· Regular dialogue with key management
· Company culture which promotes inclusion and sharing of ideas
· Management Incentive Scheme
|Joint Venture Partners||· Mutually rewarding outcomes||· Formal development agreements
· Learning from joint experiences to seek continual improvement
· Pre commitment project due diligence
· Project Monitoring
|Community and the environment||· Sustainability
· Energy usage
· Recycling and waste management
|· Products promote energy reduction
· Corporate and social responsibility policy
· Environmental policy
Principal risks and uncertainties
The Group is exposed to the usual risks of companies constructing and developing residential property, including construction budget overruns, delays in programme, insolvency of clients, general economic conditions, project availability, uninsured calamities and other factors.
Investments are made in sterling and therefore the Group is not subject to foreign exchange risks. The Group’s credit risk is primarily attributable to its trade debtors. Credit risk is managed by monitoring payments against contractual agreements. The Group also reviews the financial standings of its debtors prior to entering into significant contracts.
Key Performance Indicators
The Group’s long term performance target has been to generate a minimum average annual return on shareholders funds of 5%. Given the difficult environment we dropped this to 2% for 2021. During 2021 the annual pre-tax return on shareholders’ funds was - 2% (2020: -3%). The production was challenging in 2021 and has impacted profit recognition in 2021 and our ability to reutilise capital.
The Group also seeks protection from market downturns by committing no more than 50% of its capital to any one project and by requiring projects in which it is a stakeholder to show a minimum return on cost of 15%. During 2021 the maximum exposure of capital to any one project was less than 40% of Group capital.
Operations have been financed by the issue of shares in the past and retained profits, the cash from which has been invested in short term cash deposits. In addition, various financial instruments such as trade debtors and trade creditors arise directly from the Group's operations. Loans have been funded by the cash income from previous development projects.
On behalf of the Board
20 May 2022
The Directors of St Mark Homes PLC accept responsibility for this announcement.
For further information, please contact:
|St Mark Homes Plc|
|Sean Ryan, Finance Director||Tel: +44 (0) 20 8903 2442|
|Alfred Henry Corporate Finance Ltd, AQSE Growth Market Corporate Adviser|
|Jon Isaacs / Nick Michaels||Tel: +44 (0) 20 3772 0021|
Consolidated statement of comprehensive income
for the year ended 31 December 2021
|Cost of sales||(28,800)||(29,361)|
|Share of operating (loss)/profit of joint ventures||(37,238)||8,916|
|Interest receivable and similar income||70,447||121,043|
|Interest payable and similar charges||(501)||(74,926)|
|(Loss) on ordinary activities before taxation||(105,529)||(170,101)|
|Taxation on ordinary activities||20,045||32,255|
|(Loss) on ordinary activities after taxation||(85,484)||(137,846)|
|Other comprehensive income||-||-|
|Total comprehensive income||(85,484)||(137,846)|
|Earnings per share – basic and diluted|
Consolidated Balance sheet
at 31 December 2021
|Non Current assets|
|Tangible fixed assets||871||1,194|
|Investments in joint ventures||60,273||141,571|
|Cash at bank and in hand||131,142||709,065|
|Creditors: amounts falling|
|due within one year||(50,478)||(151,930)|
|Net current assets||5,202,288||5,355,401|
|Total assets less current liabilities||5,263,432||5,498,166|
|Capital and reserves|
|Called up share capital||2,206,501||2,206,501|
|Capital redemption reserve||1,009,560||1,009,560|
|Share premium account||375,246||375,246|
|Profit and loss account||1,100,103||1,317,977|
Consolidated Statement of Changes in Equity
For the year ended 31 December 2021
|Share Capital||Capital Redemption Reserve||Other
|Profit and loss reserves||Total|
31 December 2019
|Loss for the year||-||-||-||-||-||(137,846)||(137,846)|
|Total comprehensive income for the year||-||-||-||-||-||(137,846)||(137,846)|
31 December 2020
|Loss for the year||-||-||-||-||-||(85,484)||(85,484)|
|Total comprehensive income for the year||-||-||-||-||-||(85,484)||(85,484)|
31 December 2021
Consolidated statement of cashflows
for the year ended 31 December 2021
|Cash flows from|
Cash (used in)/ operations
|Net cash (outflow)/inflow from|
|Fixed asset additions||-||(1,000)|
|Net cash generated from investing|
|Repayment of Bank Loan||(6,212)||-|
|Repayment of 6% Bond||-||(3,465,157)|
|Net cash used in|
|Net (decrease) in cash and cash equivalents||(577,923)||(4,090,625)|
|Cash and cash equivalents at|
|beginning of year||709,065||4,799,690|
|Cash and cash equivalents at|
|end of year||131,142||709,065|
|Cash at bank and in hand||131,142||709,065|
Notes to Preliminary Results for the Period Ended 31 December 2021
1. The financial information set out above does not constitute statutory accounts for the purpose of Section 434 of the Companies Act 2006. The financial information has been extracted from the statutory accounts of St Mark Homes plc and is presented using the same accounting policies, which have not yet been filed with the Registrar of companies, but on which the auditors gave an unqualified report on 20 May 2022.
The preliminary announcement of the results for the year ended 31 December 2021 was approved by the board of directors on 20 May 2022.
2. Accounting policies
St Mark Homes Plc is a public limited company domiciled and incorporated in
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.
These financial statements are prepared on the going concern basis.
In April and May 2022 the Company issued loan notes of £80,000 to several directors and related parties to provide additional funding to the Company and Group to alleviate a short term funding gap arising from a delay in forecast project receipts. The loan notes are due to be repaid in September 2022. In addition the Company has secured additional working capital funding of £150,000 as part of a loan to a joint venture company.
The directors have also prepared profit and loss and cash flow forecasts for the five year period to 31 December 2026 which show that the Group and Company will be able to meet their ongoing liabilities as they fall due. Sensitivity analysis prepared on the forecasts show that further three or six month delays in project receipts will not result in a requirement for further external debt or equity funding. The directors have a reasonable expectation that the Group and Company will continue in operational existence for the foreseeable future.
The directors have considered the continued impact of the COVID-19 pandemic, and the measures taken to contain it, on the Group and because of the nature of the Group’s activities they do not consider that there will be any significant effect on the ability of the Group to continue in business and meet its liabilities as they fall due. Thus they continue to adopt the going concern basis of accounting in preparing these financial statements.
The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.
Basis of consolidation
The consolidated financial statements incorporate the results of St Mark Homes Plc and its subsidiary undertaking, St Mark Contracts Limited as at 31 December 2021 using the acquisition method of accounting. Under this method the results of subsidiary undertakings are included from the date of acquisition.
Jointly controlled operations and interests in joint ventures are accounted for using the equity method of accounting. A jointly controlled operation is an entity that is a joint venture that involves the establishment of a corporation, partnership or other entity in which each venture has an interest. A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to benefit from its activities.
Turnover represents the amounts recoverable on contracts with developers.
Turnover arising from developments is recognised on exchanged sale contracts:
· when costs and revenues associated with the transaction can be reliably measured; and
· where the probability of non-performance is considered negligible such that the risks and rewards of ownership have passed to the buyer.
The return on loans provided for the development of residential property is shown under interest receivable and similar income.
Investments in subsidiaries
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the profit or loss account. A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Intangible fixed assets – goodwill
Negative goodwill represents the discount on the cost of acquisition over the fair value of assets acquired. It is initially recognised as a liability and is subsequently measured at cost less accumulated amortisation. Negative goodwill is being amortised over the useful life of the assets acquired on a systematic basis which is expected to be no more than two years. Negative goodwill arose on the acquisition of St Mark Contracts Limited by the Company on 10 August 2016. The fair value of consideration paid was calculated based on the bid price of the shares issued by the Company as consideration for the entire net assets of St Mark Contracts Limited. The discount in the value of the assets resulted in negative goodwill of £287,125 arising on consolidation. This negative goodwill was fully amortised by 31 December 2019.
Property development loans
Interest receivable on property loans is recognised in the period in which it accrues. Profit share returns are only recognised when there is sufficient evidence and the project is sufficiently progressed to assess the likely profitability with a reasonable level of accuracy.
Depreciation is provided to write off the cost, less estimated residual values, of all tangible fixed assets on a reducing balance basis over their expected useful lives. It is calculated at the following rates:
Office equipment - 25% per annum
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the profit and loss account so as to produce a constant periodic rate of interest on the remaining balance of the liability.
For the purposes of the cash flow statement, liquid resources are defined as short term bank deposits.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments. Financial assets are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition. Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial liabilities and equity
Financial liabilities and equity are classified according to the substance of the financial instrument’s contractual obligations, rather than the financial instrument’s legal form. Basic financial liabilities are initially measured at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Other financial liabilities are initially recognised at fair value and are subsequently re-measured at their fair value with changes recognised through the profit and loss account.
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Dividends on shares wholly recognised as liabilities are recognised as expenses and classified within interest payable.
3. Earnings per share
Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the financial year. The weighted average number of Ordinary shares in issue was 4,413,002 (2020: 4,413,002) and the loss after tax attributable to ordinary shares was £85,484 loss (2020: £137,846 loss).
|Earnings used as the calculation of basic and diluted EPS||(85,484)||(137,846)|
|Weighted average number of ordinary shares used in basic and diluted EPS||4,413,002||4,413,002|
There are no share options or other potentially dilutive equity instruments in issue than can dilute the earnings per share.