Walls & Futures, the Ethical Housing REIT, is pleased to announce its final results and the publication of its audited annual report and accounts for the year to 31 March 2019. A copy of the annual report and accounts can also be viewed here:
Walls & Futures is an Ethical Housing REIT aiming to generate long-term secure income by addressing the UK’s social housing needs.
Our strategy is not to buy readymade existing portfolios from aggregators. Instead, we originate and develop our projects in partnership with our customers who are typically Local Authorities, established Housing Associations and Charities. Our tailored solutions enable us to cut out the middleman and make a margin on the development in addition to the rental income.
Walls & Futures REIT plc does not have any involvement with the care delivered within the properties, this is managed by care providers approved by local authorities.
Highlights include:
- Revenue up 32% to £135,878 (2018: £102,901)
- Loss -£18,308 (2017: Profit of £45,386)
- Investment property value increased by 4.79%
- Earnings per share -0.51p (2018: 1.38p)
- Portfolio performance for the calendar year 2018 delivered a total return of 8.75% against the MSCI UK Residential Index of 5.2%.
Further details of the Company’s financial results can be viewed below.
The Company also announces it has today posted the notice to shareholders of its Annual General Meeting “AGM”), which is to be held at 1.00 pm on Thursday 12 September 2018 at 3rdFloor, 111 Buckingham Palace Road, London, SW1W 0SR. A copy of the notice of AGM can be viewed here:
A resolution will be proposed at the AGM to approve to cancel the entire amount standing to the credit of the Company’s share premium account. The increased distributable reserves may be returned to the Company’s shareholders by way of dividends and/or share buy-backs at a future date if the Directors consider it appropriate to do so.
The Share Premium Cancellation will have no impact on the Company’s cash position or on its net assets, until such time as dividends or other distributions are made. It will also have no impact on the nominal value of the Company’s ordinary shares.
Shareholders should note that unless the Share Premium Cancellation is approved at the AGM and subsequently by the Court, the Share Premium Cancellation will not be implemented, and the Company’s ability to pay dividends may be constrained.
Further information on the Share Premium Cancellation can be viewed in the notice of AGM.
Overview
For the calendar year 2018, our portfolio delivered a total return of 8.75% against the MSCI IPDUK Residential index, which returned 5.2%. This is the second consecutive year we have outperformed the index and believe it demonstrates the potential of our development strategy.
In June 2018 we appointed Allenby Capital Limited as the Company’s NEX Exchange Growth Market Corporate Adviser and Waterstone Company Secretaries Limited as Company Secretary.
In June 2018 we were named the “Impact Company of the Year” at the NEX Exchange Small Cap Awards. The annual event shines a light on the best companies and participants in the small and micro-cap community (sub £100m market capitalisation).
Post balance sheet event
On 3 June 2019, we announced that we had secured a £600,000 Revolving Credit Facility from a private lender, Monastery Hire and Sales Limited. Set to run for an initial 5-year term, at an interest margin of 3.5% over LIBOR. A fee of 0.1% per annum is payable on any undrawn balances. It will be used to provide flexibility to finance the acquisition and refurbishment of specialist supported housing.
On 4 June 2019, we announced that we can completed on the acquisition of a freehold detached bungalow in Didcot, Oxfordshire for £465,000. The property will be redeveloped and adapted to provide a high-quality home with specialist support, for four adults with physical & learning disabilities and/or mental health needs. We expect the redevelopment costs and eventual rental yield to be materially in line with that of our property in Stroud, Gloucestershire.
The property is being let on a 25-year full repairing and insuring lease, with rents adjusted annually in line with inflation (CPI), to one of the UK’s largest and longest established providers who has more than 50 years of experience and expertise in the sector and currently supports more than 2,500 adults nationwide.
Principle risks & uncertainties
The Group portfolio is exclusively invested in the UK and therefore exposed to the risks and uncertainties of the UK economy.
The value of the properties are subject to fluctuating market conditions and may be affected by consumer confidence, the performance of the UK economy and liquidity in the market.
The Group currently has a revolving credit facility and is therefore exposed to interest rate risk. It does have an ongoing requirement to fund its activities through the debt and/or equity markets for future property acquisitions. There is no certainty that such funds will be available when needed and thus would inhibit growth.
Risk management
The success of the Group is predicated on increasing the size of the portfolio, which would be at risk without further capital. In order to mitigate this, the directors will be engaged in regular fund raising.
Outlook
We have developed a pipeline of new investments with a number of transactions currently under consideration and these will be announced as they are finalised.
The directors will continue the same investment policies which have been successful since joining the NEX Exchange Growth Market.
Report of the Directors
The directors present their report with the financial statements of the company and the group for the year ended 31 March 2019.
Dividends
No dividends will be distributed for the year ended 31 March 2019.
Events since the end of the year
Information relating to events since the end of the year is given in the notes to the financial statements.
Directors
The directors shown below have held office during the whole of the period from 1 April 2017 to the date of this report.
- J K McTaggart
- D P White
- P A Wylie
Statement of directors’ responsibilities
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s and the group’s transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement as to disclosure of information to auditors
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group’s auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group’s auditors are aware of that information.
Auditors
The auditors, Kingston Smith LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.
| Consolidated Income Statement
For year ended 31 March 2019 |
||
| Year ended 31/3/19 |
Year ended 31/3/18 |
|
| GBP | GBP | |
| TURNOVER | 135,878 | 102,901 |
| Cost of sales | 13,607 | 26,717 |
| GROSS PROFIT | 122,271 | 76,184 |
| Administrative expenses | 286,093 | 229,223 |
| (163,822) | (153,039) | |
| Gain/loss on revaluation of tangible assets | 145,000 | 198,333 |
| OPERATING PROFIT/(LOSS) | (18,822) | 45,294 |
| Cost of fundamental reorganisation | – | – |
| Interest receivable and similar income | 522 | 92 |
| Interest payable and similar expenses | – | – |
| PROFIT/(LOSS) BEFORE TAXATION | (18,300) | 45,386 |
| Tax on profit/(loss) | 108 | – |
| PROFIT/(LOSS) FOR THE FINANCIAL YEAR | (18,408) | 45,386 |
| Profit/(loss) attributable to: Owners of the parent |
(18,408) | 45,386 |
| Consolidated Other Comprehensive Income
For year ended 31 March 2019 |
||
| Year ended 31/3/19 |
Year ended 31/3/18 |
|
| GBP | GBP | |
| PROFIT/(LOSS) FOR THE YEAR | (18,408) | 45,386 |
| OTHER COMPREHENSIVE INCOME | ||
| Gain on bargain purchase | – | – |
| Income tax relating to other comprehensive income | – | – |
| OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | – | – |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (18,408) | 45,386 |
| Total comprehensive income attributable to: Owners of the parent |
(18,408) | 45,386 |
| Earnings per share expressed in pence per share: | ||
| Basic | -0.51p | 1.38p |
| Diluted | -0.51p | 1.38p |
| Consolidated Statement of Financial Position
31 March 2019 |
||||
| 2019 | 2018 | |||
| GBP | GBP | GBP | GBP | |
| FIXED ASSETS | ||||
| Investments | 1,263 | |||
| Investment Property | 3,170,000 | 3,125,000 | ||
| 3,171,263 | 3,025,000 | |||
| CURRENT ASSETS | ||||
| Debtors | 4,363 | 195,995 | ||
| Cash at bank | 148,955 | 44,186 | ||
| 153,318 | 240,181 | |||
| CREDITORS | ||||
| Amounts falling due within one year | 16,683 | 18,955 | ||
| NET CURRENT ASSETS | 136,635 | 221,226 | ||
| TOTAL ASSETS LESS CURRENT LIABILITIES | 3,307,898 | 3,246,226 | ||
| CAPITAL AND RESERVES | ||||
| Called up share capital | 180,611 | 176,352 | ||
| Share premium | 3,412,297 | 3,336,476 | ||
| Revaluation reserve | 313,333 | 168,333 | ||
| Retained earnings | (598,343) | (434,935) | ||
| SHAREHOLDERS’ FUNDS | 3,307,898 | 3,246,226 | ||
| Consolidated Statement of Changes in Equity
For The Year Ended 31 March 2019 |
|||||
| Called up
Share Capital |
Retained
Earnings |
Share
Premium |
Fair
value reserve |
Total
Equity |
|
| GBP | GBP | GBP | GBP | GBP | |
| Balance at 1 April 2017 | 164,511 | (311,988) | 3,125,714 | – | 2,978,237 |
| Changes in equity | |||||
| Issue of share capital | 11,841 | – | 210,762 | 222,603 | |
| Total comprehensive income | – | (122,947) | – | 168,333- | 45,386 |
| Balance at 31 March 2018 | 176,352 | (434,935) | 3,336,476 | 168,333 | 3,246,226 |
| Changes in equity | |||||
| Issue of share capital | 4,259 | – | 75,821 | 80,080 | |
| Total comprehensive income | – | (163,408) | – | 145,000 | (18,408) |
| Balance at 31 March 2019 | 180,611 | (598,343) | 3,412,297 | 313,333 | 3,307,898 |
| Consolidated Statement of Cash Flows
For year ended 31 March 2019 |
||
| Year ended 31/3/19 |
Year ended 31/3/18 |
|
| GBP | GBP | |
| Cash flows from operating activities | ||
| Cash generated from operations | (165,603) | (152,517) |
| Interest paid | – | – |
| Tax paid | (9) | (562) |
| Net cash from operating activities | (165,612) | (153,079) |
| Cash flows from investing activities | (1,894) | – |
| Purchase of investment property | – | (676,667) |
| Interest received | 522 | 92 |
| Net cash from investing activities | (1,372) | (676,575) |
| Cash flows from financing activities | ||
| Share issue | 4,259 | 11,840 |
| Share premium paid | 267,494 | 19,089 |
| Net cash from financing activities | 271,753 | 30,929 |
| (Decrease)/increase in cash and cash equivalents | 104,769 | (798,725) |
| Cash and cash equivalents at beginning of year | 44,186 | 842,911 |
| Cash and cash equivalents at end of year | 148,955 | 44,186 |