Company Registration No. 10537775 (England and Wales)
50 HSS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
50 HSS LIMITED
COMPANY INFORMATION
Directors
J Burchell
B Hamburger
Company number
10537775
Registered office
First Floor
Thavies Inn House
3-4 Holborn Circus
London
EC1N 2HA
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
United Kingdom
50 HSS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 4
Statement of comprehensive income
5
Statement of financial position
6
Statement of changes in equity
7
Notes to the financial statements
8 - 14
50 HSS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2019.
Principal activities
The principal activity of the company is that of property investment.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J Burchell
B Hamburger
Statement of directors' responsibilities
The directors are responsible for preparing the annual report 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). 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 of the profit or loss of the company 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;
-
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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Going concern
In light of the uncertainty in respect of the adverse impacts of Covid 19, its duration and the ability of the company to either continue meeting the loan covenants or obtain further waivers as and when required, a material uncertainty exists which may cast significant doubt on the company’s ability to continue as a going concern and therefore its ability to realise its assets and settle its liabilities within the ordinary course of business. The financial statements have been prepared on a going concern basis and do not include adjustments that would result if the company was unable to continue as a going concern. See note 1.2 to the accounts for further details.
Subsequent events
Subsequent to the year-end reporting date, the coronavirus (COVID-19) outbreak has caused extensive disruptions to business and economic activities globally. In the directors view, Covid-19 is considered to be a non-adjusting post balance sheet event and no adjustment to the financial statements has been made as a result. See note 19 to the accounts for further details.
Auditor
BDO LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
50 HSS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 2 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Small company exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
B Hamburger
Director
2 September 2020
50 HSS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF 50 HSS LIMITED
- 3 -
Opinion
We have audited the financial statements of 50 HSS Limited (the 'company') for the year ended 31 December 2019 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102
The Financial Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
-
give a true and fair view of the state of the company's affairs as at 31 December 2019 and of its loss for the year then ended;
-
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to note
1.
2 to the financial statements, which states that as a result of the
uncertainty over the impact of the COVID-19 pandemic, the
co
mpany may breach
certain covenants attached to its banking agreements, which if not waived by the bank or
cured, could result in the bank calling in the loans. These events or conditions, along with
other matters as set out in note
1.
2, indicate that a material uncertainty exists that may cast
significant doubt on the ability of the
c
ompany to continue as a going concern. Our
opinion is not modified in respect of this matter.
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the
financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit
:
-
the information given in the directors' r
eport for the financial year for which the financial statements are prepared is consistent with the financial statements
; and
-
the directors' report has been prepared in accordance with applicable legal requirements.
50 HSS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF 50 HSS LIMITED
- 4 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the directors'
r
eport
.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of directors' remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit; or
-
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and take advantage of the small companies exemption from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the
Statement of Directors' Responsibilities
, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities
.
This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member for our audit work, for this report, or for the opinions we have formed.
Richard Levy (Senior Statutory Auditor)
for and on behalf of BDO LLP, Statutory Auditor
London
United Kingdom
2 September 2020
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
50 HSS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019
- 5 -
Year
Year
ended
ended
31 December
31 December
2019
2018
Notes
£
£
Revenue
3
468,847
525,176
Administrative expenses
(87,410)
(115,403)
Operating profit
4
381,437
409,773
Interest receivable and similar income
73
52
Interest payable and similar charges
6
(162,123)
(161,527)
Other gains and losses
7
(2,070,873)
1,753,657
(Loss)/profit before taxation
(1,851,486)
2,001,955
Tax on loss/profit
8
250,096
(338,898)
(Loss)/profit for the financial year
(1,601,390)
1,663,057
The results stated above are derived from continuing activities.
50 HSS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2019
31 December 2019
- 6 -
2019
2018
Notes
£
£
£
£
Non-current assets
Investment properties
9
7,450,000
9,500,000
Current assets
Trade and other receivables
11
38,612
65,247
Cash and cash equivalents
119,707
88,970
158,319
154,217
Current liabilities
12
(3,521,494)
(3,547,069)
Net current liabilities
(3,363,175)
(3,392,852)
Total assets less current liabilities
4,086,825
6,107,148
Non-current liabilities
13
(3,898,950)
(4,026,110)
Provisions for liabilities
14
-
(291,773)
Net assets
187,875
1,789,265
Equity
Called up share capital
15
100
100
Retained earnings
187,775
1,789,165
Total equity
187,875
1,789,265
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 2 September 2020 and are signed on its behalf by:
B Hamburger
Director
Company Registration No. 10537775
50 HSS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
- 7 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 January 2018
100
126,108
126,208
Period ended 31 December 2018:
Profit and total comprehensive income for the year
-
1,663,057
1,663,057
Balance at 31 December 2018
100
1,789,165
1,789,265
Year ended 31 December 2019:
Loss and total comprehensive loss for the year
-
(1,601,390)
(1,601,390)
Balance at 31 December 2019
100
187,775
187,875
50 HSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
- 8 -
1
Accounting policies
Company information
50 HSS Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
First Floor, Thavies Inn House, 3-4 Holborn Circus, London, EC1N 2HA.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption in Financial Reporting Standard No.102 "Cash Flow Statements" Section 1.12B not to produce a cash flow statement on the grounds that it is a small company.
1.2
Going concern
In making their assessment of the ability of the company to continue as a going concern the directors have considered the impact of Covid 19 on the operations of the company as well as its liquidity and ability to comply with its bank loan covenants during the going concern period. The company is funded by a £4,046,000 bank loan (which is secured against the property owned by the company) which is due for repayment in February 2022 together with shareholder loans from parent companies of £3,234,053 which are unsecured and repayable only on the sale of the property.
The bank loan facility agreement includes a number of covenants, including loan to value and interest coverage. The interest coverage covenant on the bank loan was breached in April 2020 and July 2020 but the bank waived both covenant breaches as the company has continued to make the scheduled capital and interest repayments.
In order to assess the potential impact of COVID-19 the company has produced updated forecasts which take into account the potential impact on operations, including that a number of the existing tenants were to default on their rental payments. These forecasts show that were there to be a significant deterioration in rent collection as a result of Covid 19 or a decrease in the value of the investment property, certain covenants would be breached and the loan could be called in. The directors have reviewed the tenants’ payments histories since the Covid 19 outbreak and, based on discussions with tenants, consider that the rent collection will remain sufficient such that no further breach will occur.
In light of the uncertainty in respect of the adverse impacts of Covid 19, its duration and the ability of the company to either continue meeting the loan covenants or obtain further waivers as and when required, a material uncertainty exists which may cast significant doubt on the company’s ability to continue as a going concern and therefore its ability to realise its assets and settle its liabilities within the ordinary course of business. The financial statements do not include adjustments that would result if the company was unable to continue as a going concern.
Notwithstanding the above, having reviewed the company’s cash flow forecasts for the next 12 months the directors consider that the company has headroom to meet its financial obligations and liabilities as they fall due for the foreseeable future. However, if a default were to occur the directors would either request the bank waive the breach or would approach shareholders for further funding such that the bank loan would not be called in. Accordingly, they have prepared the financial statements on a going concern basis.
50 HSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 9 -
1.3
Revenue
Revenue
represents rental income,
is recognised at the fair value of the consideration received
and
is shown net of VAT and other sales related taxes
.
1.4
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure
. Subsequently it is measured
at fair value a
t
the reporting end date.
The surplus or deficit on revaluation is recognised in profit or loss.
1.5
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
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.
1.6
Financial instruments
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 instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
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 assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and other payables, bank loans
and
loans from
related
companies, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade payables
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade payables are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
50 HSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 10 -
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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
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.
1.9
Finance costs are charged to profit or loss over the term of the debt using the effective interest rate method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
2
Judgements and key sources of estimation uncertainty
In preparing these financial statements, the directors have made the following judgements:
They have determined whether leases entered into by the company either as a lessor or a lessee are operating leases or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
Other key sources of estimation uncertainty
Investment properties are valued annually using a yield methodology. This uses market rental values capitalised at a market capitalisation rate but there is an inevitable degree of judgement involved in that each property is unique and value can only ultimately be reliably tested in the market itself.
3
Revenue
An analysis of the company's revenue is as follows:
2019
2018
£
£
Turnover
Rental income
468,847
499,436
Service charge
-
25,740
468,847
525,176
50 HSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
3
Revenue
(Continued)
- 11 -
All the turnover arose within the United Kingdom.
4
Operating profit
2019
2018
Operating profit for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
8,500
5,700
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was 2 (2018 - 2).
6
Interest payable and similar charges
2019
2018
£
£
Interest on bank overdrafts and loans
153,283
152,687
Amortisation of loan arrangement fees
8,840
8,840
162,123
161,527
7
Other gains and losses
2019
2018
£
£
Fair value gains/(losses)
Changes in the fair value of investment properties
(2,070,873)
1,753,657
8
Taxation
2019
2018
£
£
Current tax
UK corporation tax on profits for the current period
41,700
47,125
Adjustments in respect of prior periods
(23)
-
Total current tax
41,677
47,125
Deferred tax
Origination and reversal of timing differences
(291,773)
291,773
Total tax (credit)/charge
(250,096)
338,898
50 HSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 12 -
9
Investment property
2019
£
Fair value
At 1 January 2019
9,500,000
Additions
20,873
Revaluations
(2,070,873)
At 31 December 2019
7,450,000
The investment property was valued on an open market basis by the directors at 31 December 2019 (based on a valuation by the asset manager).
The historical cost of the investment property was £7,804,560 (2018 - £7,783,687)
10
Financial instruments
2019
2018
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
143,139
20,100
Carrying amount of financial liabilities
Measured at amortised cost
7,366,849
7,525,979
11
Trade and other receivables
2019
2018
£
£
Amounts falling due within one year:
Trade receivables
23,333
-
Other receivables
15,279
65,247
38,612
65,247
50 HSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 13 -
12
Current liabilities
2019
2018
£
£
Bank loan (secured)
127,160
127,160
Trade payables
12,326
67,858
Amounts due to group undertaking
3,234,053
3,227,337
Corporation tax
41,700
47,200
Other taxation and social security
11,895
-
Other payables
94,360
77,514
3,521,494
3,547,069
The amount owed to the
group
undertaking is unsecured and interest free and is expected to be repaid following a disposal of the company's investment property.
13
Non-current liabilities
2019
2018
£
£
Bank loan (secured)
3,918,840
4,054,840
Loan arrangement fees
(19,890)
(28,730)
3,898,950
4,026,110
The bank loan is secured by fixed and floating charges over the property owned by the company and is repayable on 2 February 2022. The interest rate is 3.00% plus base rate per annum.
14
Provisions for liabilities
2019
2018
£
£
Deferred tax liabilities
-
291,773
15
Called up share capital
2019
2018
£
£
Ordinary share capital
Issued and fully paid
100 Ordinary shares of £1 each
100
100
50 HSS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
- 14 -
16
Operating lease commitments
Lessor
At the reporting end date the company had contracted with tenants for the following minimum lease payments:
2019
2018
£
£
Due within one year
480,000
480,000
Due after one year but not later than five years
1,451,616
1,920,000
In over five years
-
11,616
1,931,616
2,411,616
17
Related party transactions
During the year Tellon Capital Two LP made loans of £nil (2018 - £272,537) to the company. At the balance sheet date the company owed £3,230,537 (2018 - £3,230,537) to Tellon Capital Two LP in respect of amounts outstanding on an unsecured and interest free loan.
During the year Tellon Capital LLP charged management fees of £21,382 (2018 - £72,694) and development fees of £nil (2018 - £20,000) to the company. At the balance sheet date the company owed £3,516 to (2018 - was owed £3,199 by) Tellon Capital LLP in respect of amounts outstanding on an unsecured and interest free loan.
18
Parent company
Tellon GP Limited, registered in Jersey, is the company's immediate parent entity.
19
Subsequent events
Subsequent to the year-end reporting date, the coronavirus (COVID-19) outbreak has caused extensive disruptions to business and economic activities globally. The impact of the global spread of Covid-19 continues to evolve and will require continued assessment as the pandemic plays out. The rapid development of the Covid-19 virus makes it very difficult to estimate the ultimate impact at this stage and, due to the fluidity of the situation, it is currently not practical to accurately quantify the impact on the company’s investment property and its net asset value.
The directors believe that outlook for the retail sector has materially weakened however the directors believe that the company’s business will continue in operation and be able to meet its liabilities as they fall due over the next 12 months.
In the directors view, Covid-19 is considered to be a non-adjusting post balance sheet event and no adjustment to the financial statements has been made as a result.
2019-12-31
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bus:Audited
2019-01-01
2019-12-31
10537775
bus:FullAccounts
2019-01-01
2019-12-31
xbrli:pure
xbrli:shares
iso4217:GBP