Company registration number NI604376 (Northern Ireland)
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 12
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
18,903,819
18,912,677
Current assets
Debtors
5
390,672
398,800
Cash at bank and in hand
537,687
517,256
928,359
916,056
Creditors: amounts falling due within one year
6
(6,685,693)
(5,594,988)
Net current liabilities
(5,757,334)
(4,678,932)
Total assets less current liabilities
13,146,485
14,233,745
Creditors: amounts falling due after more than one year
7
(6,290,000)
(6,660,000)
Net assets
6,856,485
7,573,745
Capital and reserves
Called up share capital
10,500,001
10,500,001
Profit and loss reserves
(3,643,516)
(2,926,256)
Total equity
6,856,485
7,573,745
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 17 April 2024 and are signed on its behalf by:
Mr K J Craig
Director
Company Registration No. NI604376
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
Titanic Properties (Arc Management) Limited is a private company limited by shares incorporated in Northern Ireland. The registered office is Titanic House, Queens Road, Queen's Island, Belfast, Co. Antrim, Northern Ireland, BT3 9DT.
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 amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
After making enquiries, the Directors have formed the judgement at the time of approving thetrue financial statements that the company has adequate resources to continue in operational existence for the foreseeable future and therefore it is appropriate to prepare the financial statements on a going concern basis.
During February 2022, the company's debt facilities were agreed and renewed with its current lenders. The renewal of the facilities is on similar terms to those held at the year end and for a period of 5 years. The disclosures in respect of bank loans reflect the renewed position as at the balance sheet signing date.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Equipment
25% Straight line
Fixtures and fittings
20% Straight line
Properties whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value.
Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in profit or loss.
1.5
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 at the reporting end date. Changes in fair value are recognised in profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Loans and borrowings
All loans and borrowings, both assets and liabilities are initially recorded at the present value of the cash payable to the lender in settlement of the liability discounted at the market interest rate.
1.8
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.
1.9
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 balance sheet 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 debtors 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.
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments 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 creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
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.
1.11
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 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
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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
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 period 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.
1.12
Leases
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The Directors are of the opinion that no significant judgements were required in preparing the
financial statements.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Tangible assets depreciation
Tangible fixed assets, other than investment properties, are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors.
In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values
Investment property valuation
Investment properties are valued annually by a Director 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. Key inputs into the valuations are annual rent per square foot and property yields.
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
4
Tangible fixed assets
Equipment
Fixtures and fittings
Investment Property
Total
£
£
£
£
Cost or valuation
At 1 January 2023 and 31 December 2023
35,435
93,594
18,889,655
19,018,684
Depreciation and impairment
At 1 January 2023
12,413
93,594
106,007
Depreciation charged in the year
8,858
8,858
At 31 December 2023
21,271
93,594
114,865
Carrying amount
At 31 December 2023
14,164
18,889,655
18,903,819
At 31 December 2022
23,022
18,889,655
18,912,677
The investment properties were valued on 14 October 2021, 01 January 2022 and 15 June 2023 by CBRE, Chartered Surveyors, at open market value in accordance with the Practice Statements in the RICS Appraisal & Valuation Manual which resulted in a loss on revaluation of £15,345 in prior year. There has been no change to the valuation for the year ended 31 December 2023.
The Directors are of the opinion that the above valuations represent a prudent approximation of the open market value of the properties at 31 December 2023.
On the historical cost basis, investment property would have been included as follows:
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
4
Tangible fixed assets
(Continued)
- 9 -
2023
2022
£
£
Cost
16,707,941
16,707,941
Accumulated depreciation
(2,462,412)
(2,128,253)
Carrying value
14,245,529
14,579,688
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
9,736
22,321
Amounts owed by related parties
350,321
350,250
Other debtors
30,615
26,229
390,672
398,800
All debtors are repayable within one year of the balance sheet date.
Amounts owed by related parties are unsecured, interest free and repayable on demand.
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
6
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
370,000
370,000
Trade creditors
7,221
11,041
Amounts owed to related parties
6,159,007
5,078,502
Taxation and social security
12,476
11,713
Other creditors
136,989
123,732
6,685,693
5,594,988
Amounts owed to related parties are unsecured, repayable on demand and incur interest of 20% per annum.
The following assets are held as security by Danske Bank whether or not formally charged to the Lender:
An all monies debenture from the company to Danske Bank conferring on the Lender fixed and floating security over the property, assets, undertakings, rights and revenues (both present and future) of the company.
Full cross intercompany guarantees between Titanic Properties Limited, Titanic Properties (Arc Management) Limited, Titanic Holdings Limited, Titanic Island Limited, Titanic Property Development Limited, and Titanic Trademark Limited, who had provided guarantees in relation to loan facilities between Danske Bank and the company.
The following assets are held as security by Realview Limited whether or not formally charged to the Lender:
An all monies debenture from the company to Realview Limited conferring on the Lender fixed and floating security over the property, assets, undertakings, rights and revenues (both present and future) of the company.
Full cross intercompany guarantees between Titanic Quarter Limited, Titanic Properties Limited, Titanic Properties (Arc Management) Limited, Titanic Holdings Limited, Titanic Island Limited, Titanic Property Development Limited, and Titanic Trademark Limited, who had provided guarantees in relation to loan facilities between Realview Limited and the company.
There are no other amounts included under 'creditors' in respect of which any security has been given by the entity.
7
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans
6,290,000
6,660,000
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Creditors: amounts falling due after more than one year
(Continued)
- 11 -
Details of any security held are included in note 6.
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Teresa Campbell
Statutory Auditors:
FPM Accountants Limited
Date of audit report:
17 April 2024
9
Operating lease commitments
The company has future operating lease commitments as a lessor of £900,142 (2022: £826,434).
10
Other services provided by auditors
In common with many other businesses of our size and nature we use our auditors to provide tax advice, prepare and submit returns to tax authorities and assist with the preparation of the financial statements.
11
Controlling party
The company is a subsidiary undertaking of Titanic Island Limited, a company incorporated in Northern Ireland. Titanic Island is under the joint control of The Entice Limited Partnership which is ultimately beneficially owned by Mr D Desmond and Dockside Investments Limited which is under the control of the family of Mr P Doherty.
TITANIC PROPERTIES (ARC MANAGEMENT) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
12
Contingencies
On 15 February 2022, Titanic Properties Limited, Titanic Properties (Arc Management) Limited, Titanic Holdings Limited, Titanic Island Limited, Titanic Property Development Limited, and Titanic Trademark Limited, entered into a 5 year refinancing agreement with Danske Bank. As part of this arrangement the entities have entered into a full cross intercompany guarantee.
In addition, on 15 February 2022, Titanic Quarter Limited, Titanic Properties Limited, Titanic Properties (Arc Management) Limited, Titanic Holdings Limited, Titanic Island Limited, Titanic Property Development Limited, and Titanic Trademark Limited entered into a 5 year refinancing agreement with Realview Limited (a related party of the company) alongside Danske Bank.
There was in place at the year end an all monies debenture conferring on Realview Limited a fixed and floating security over the group's property and assets. As part of this arrangement the entities have also entered into a full cross intercompany guarantee.
Due to the various factors that may impact on the above guarantees it is not possible to quantify the amounts that could be involved or give any indication as to the timing of when a liability may arise.
13
Related party transactions
There are no transactions with related parties that are required to be disclosed under FRS 102 Section 1A.
2023-12-312023-01-01false17 April 2024CCH SoftwareCCH Accounts Production 2024.200No description of principal activityThis audit opinion is unqualifiedMr J ComerfordMr N A DohertyMr K J CraigMr J EyrefalsefalseNI6043762023-01-012023-12-31NI6043762023-12-31NI6043762022-12-31NI604376core:PlantMachinery2023-12-31NI604376core:FurnitureFittings2023-12-31NI604376core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-12-31NI604376core:PlantMachinery2022-12-31NI604376core:FurnitureFittings2022-12-31NI604376core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-12-31NI604376core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-31NI604376core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-31NI604376core:CurrentFinancialInstruments2023-12-31NI604376core:CurrentFinancialInstruments2022-12-31NI604376core:Non-currentFinancialInstruments2023-12-31NI604376core:Non-currentFinancialInstruments2022-12-31NI604376core:ShareCapital2023-12-31NI604376core:ShareCapital2022-12-31NI604376core:RetainedEarningsAccumulatedLosses2023-12-31NI604376core:RetainedEarningsAccumulatedLosses2022-12-31NI604376bus:Director32023-01-012023-12-31NI604376core:PlantMachinery2023-01-012023-12-31NI604376core:FurnitureFittings2023-01-012023-12-31NI6043762022-01-012022-12-31NI604376core:PlantMachinery2022-12-31NI604376core:FurnitureFittings2022-12-31NI604376core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-12-31NI6043762022-12-31NI604376core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-01-012023-12-31NI604376core:WithinOneYear2023-12-31NI604376core:WithinOneYear2022-12-31NI604376bus:PrivateLimitedCompanyLtd2023-01-012023-12-31NI604376bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-31NI604376bus:FRS1022023-01-012023-12-31NI604376bus:Audited2023-01-012023-12-31NI604376bus:Director12023-01-012023-12-31NI604376bus:Director22023-01-012023-12-31NI604376bus:Director42023-01-012023-12-31NI604376bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP