Walls & Futures Final Results for the Year to 31 March 2019 & Notice of AGM

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

 

 

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