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Section 1: 8-K/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): December 10, 2020 (September 24, 2020)

 

BOXLIGHT CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada   8211   46-4116523

(State of

Incorporation)

 

(Primary Standard Industrial

Classification Code Number.)

 

(IRS Employer

Identification No.)

 

BOXLIGHT CORPORATION

1045 Progress Circle

Lawrenceville, Georgia 30043

(Address Of Principal Executive Offices) (Zip Code)

 

678-367-0809

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock $0.0001 per share   BOXL   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 

 

 

Explanatory Note

 

As previously disclosed on our Current Report on Form 8-K, dated September 25, 2020 (“Form 8-K”), on September 24, 2020, Boxlight Corporation, a Nevada corporation (the “Company”), entered into a share purchase agreement (the “Sahara SPA”) with the stockholders (the “Sellers”) of Sahara Holdings Limited, a private limited company operating under the laws of England and Wales (“Sahara”), pursuant to which the Company purchased 100% of the outstanding shares of Sahara, thereby acquiring Sahara, its operating company, Sahara Presentation Systems Plc, a public limited company operating under the laws of England and Wales and its subsidiaries (together with “Sahara,” the “Sahara Entities”). The Sahara SPA specified that the Sahara Entities were to be acquired in exchange for (i) £52,000,000 in cash; (ii) 1,548,000 shares of Series B convertible preferred stock (the “Series B Preferred Stock”); and (iii) 1,290,000 shares of Series C non-voting convertible and redeemable preferred shares (the “Series C Preferred Stock”). Of the £52,000,000 in cash, £12,000,000 was Sahara’s cash prior to the acquisition and was placed in escrow to be paid to the Sellers by the Company pursuant to the terms of the Sahara SPA subsequent to the closing of the transaction. The Series B Preferred Stock has a stated and liquidation value of $10.00 per share and pays a dividend out of the earnings and profits of the Company at the rate of 8% per annum, payable quarterly. The Series B Preferred Stock is convertible into the Company’s Class A common stock at a conversion price of $1.66 per share (the “Conversion Price”) either (i) at the option of the holder at any time after January 1, 2024 or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price. The Series C Preferred Stock has a stated and liquidation value of $10.00 per share and is convertible into the Company’s Class A common stock at the Conversion Price either (i) at the option of the holder at any time after January 1, 2026 or (ii) automatically upon the Company’s Class A common stock trading at 200% of the Conversion Price. In addition, the Company issued a total of 2,275,400 restricted stock units (“RSUs”) to certain Sahara employees, which RSUs vest in equal quarterly installments over a period of 16 quarters commencing December 25, 2020.

 

This Amendment No. 1 to the Form 8-K is being filed to amend Item 9.01(a) and (b) of the Form 8-K for purposes of filing the historical financial statements of the Sahara Entities as required by Item 9.01(a) of Form 8-K and the pro forma financial information of the Company after giving effect to the acquisition of the Sahara Entities, as required by Item 9.01(b).

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Businesses Acquired.

 

The audited consolidated financial statements of Sahara Holdings Limited as of and for the years ended December 31, 2019 and 2018 and the related notes thereto and the Independent Auditor’s Report, are filed as Exhibit 99.1 hereto.

 

(b) Pro Forma Financial Information.

 

The unaudited pro forma financial information of Boxlight Corporation, after giving effect to the acquisition of Sahara Holdings Limited and its subsidiaries and the adjustments described therein, is attached as Exhibit 99.2 and is incorporated herein by reference.

 

The unaudited pro forma effects on non-GAAP financial measures of Boxlight Corporation, after giving effect to the acquisition of Sahara Holdings Limited and its subsidiaries, is attached as Exhibit 99.3 and is incorporated herein by reference.

 

(d) Exhibits

 

Exhibit
No.
  Exhibit Description
     
23.1  

Consent of BDO LLP, independent accountants.

     
99.1   Audited consolidated financial statements of Sahara Holdings Limited and its subsidiaries for the years ended December 31, 2019 and 2018, together with notes related thereto.
     
99.2   Unaudited Pro Forma condensed combined balance sheet as of June 30, 2020 and the Unaudited Pro Forma condensed combined statement of operations for the six months ended June 30, 2020 and for the year ended December 31, 2019, giving effect to the acquisition of Sahara Holdings Limited.
     

99.3

 

Unaudited Pro Forma effects on non-GAAP financial measures.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 10, 2020  
   
BOXLIGHT CORPORATION  
     
By: /s/ Takesha Brown  
Name: Takesha Brown  
Title: Chief Financial Officer  

 

 

 

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Section 2: EX-23.1

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT ACCOUNTANTS

 

Boxlight Corporation

Lawrenceville, Georgia

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-239939) and Form S-8 (No. 333-249375) of Boxlight Corporation of our report dated December 10, 2020, relating to the consolidated financial statements of Sahara Holdings Limited, which appears in this Form 8-K.

 

/s/ BDO LLP  

 

BDO LLP

London, United Kingdom

December 10, 2020

 

 

 

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Section 3: EX-99.1

 

Exhibit 99.1

 

 

 

SAHARA HOLDINGS LIMITED

 

 

 

CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

 

 

 

 

SAHARA HOLDINGS LIMITED

 

 

 

CONTENTS

 

 

 

Independent auditor’s report 3
Consolidated statements of comprehensive income 4
Consolidated balance sheets 5
Consolidated statements of changes in equity 6
Consolidated statements of cash flows 7
Notes to the consolidated financial statements 8 - 30

 

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SAHARA HOLDINGS LIMITED

 

 

 

INDEPENDENT AUDITOR’S REPORT

 

Board of directors

Sahara Holdings Limited

Dartford, United Kingdom

 

We have audited the accompanying consolidated financial statements of Sahara Holdings Limited and its subsidiaries, which comprise the consolidated balance sheets as of 31 December 2019 and 2018, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sahara Holdings Limited and its subsidiaries as of 31 December 2019 and 2018, and the results of their operations and their cash flows for the years then ended in accordance with United Kingdom Generally Accepted Accounting Practice.

 

Emphasis of Matter

 

United Kingdom Generally Accepted Accounting Practice varies in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 27 to the consolidated financial statements.

 

/s/ BDO LLP

 

London, United Kingdom

10 December 2020

 

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SAHARA HOLDINGS LIMITED

 

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE TWO YEARS ENDED 31 DECEMBER

 

 

 

   Note   2019   2018 
      £   £ 
             
Turnover  4    78,940,158    72,642,618 
               
Cost of sales       (60,030,298)   (53,132,410)
               
Gross profit       18,909,860    19,510,208 
               
Distribution costs       (3,327,122)   (2,846,621)
               
Administrative expenses       (7,732,931)   (7,547,515)
               
Operating profit  5    7,849,807    9,116,072 
               
Interest receivable and similar income  8    37,132    6,479 
               
Interest payable and similar expenses  9   (1,191)   (5,477)
               
Profit before taxation       7,885,748    9,117,074 
               
Tax on profit  10    (1,552,210)   (1,747,144)
               
Profit for the financial year       6,333,538    7,369,930 
               
Attributable to owners       6,333,538    7,369,930 

 

There were no recognised gains and losses for 2019 or 2018 other than those included in the consolidated statement of comprehensive income.

 

There was no other comprehensive income for 2019 (2018 : £Nil).

 

The notes form part of these consolidated financial statements.

 

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SAHARA HOLDINGS LIMITED

 

 

 

CONSOLIDATED BALANCE SHEETS

AS AT 31 DECEMBER

 

 

 

   Note   2019   2018 
      £   £ 
Fixed assets              
Intangible assets  12    -    181,369 
Tangible assets  13    142,735    165,210 
        142,735    346,579 
Current assets              
Inventory  15    8,452,430    12,524,030 
Debtors: amounts falling due within one year  16    11,123,395    13,553,388 
Cash and cash equivalents  17    12,568,021    2,044,766 
        32,143,846    28,122,184 
Creditors: amounts falling due within one year  18    (3,674,867)   (5,500,218)
               
Net current assets       28,468,979    22,621,966 
               
Total assets less current liabilities       28,611,714    22,968,545 
               
Provisions for liabilities              
Deferred taxation  19    -    (34,460)
Other provisions  20    (2,228,199)   (1,884,108)
        (2,228,199)   (1,918,568)
Net assets       26,383,515    21,049,977 
               
Capital and reserves              
Called up share capital  21    100    100 
Share premium account       125,113    125,113 
Profit and loss account       26,258,302    20,924,764 
               
        26,383,515    21,049,977 

 

The consolidated financial statements were approved and authorised for issue by the board of directors and were signed on its behalf on 10 December 2020.

 

/s/ P Foley  
   
P Foley  
Chief Financial Officer  

 

The notes form part of these consolidated financial statements.

 

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SAHARA HOLDINGS LIMITED

 

 

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE TWO YEARS ENDED 31 DECEMBER

 

 

 

   Note   Called up share capital   Share premium account   Profit and loss account   Total equity 
       £   £   £   £ 
                     
At 1 January 2018       100    125,113    14,304,834    14,430,047 
                         
Comprehensive income for the year                        
Profit for the year       -    -    7,369,930    7,369,930 
Total comprehensive income for the year       -    -    7,369,930    7,369,930 
                         
Dividends  11    -    -    (750,000)   (750,000)
                         
At 31 December 2018       100    125,113    20,924,764    21,049,977 
                         
Comprehensive income for the year                        
Profit for the year       -    -    6,333,538    6,333,538 
Total comprehensive income for the year       -    -    6,333,538    6,333,538 
                         
Dividends  11    -    -    (1,000,000)   (1,000,000)
                         
At 31 December 2019       100    125,113    26,258,302    26,383,515 

 

The notes form part of these consolidated financial statements.

 

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SAHARA HOLDINGS LIMITED

 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE TWO YEARS ENDED 31 DECEMBER

 

 

 

   Note   2019   2018 
      £   £ 
Cash flows from operating activities              
Profit for the financial year       6,333,538    7,369,930 
               
Adjustments for:              
Amortisation of intangible assets       181,369    181,769 
Depreciation of tangible assets       93,049    86,103 
Loss on disposal of tangible assets       -    687 
Interest payable and expense       1,191    5,477 
Interest receivable and similar income       (37,132)   (6,479)
Taxation charge       1,552,210    1,747,144 
Decrease/(increase) in inventory       4,071,600    (4,241,965)
Decrease/(increase) in debtors       2,429,993    (2,382,017)
(Decrease) in creditors       (1,483,535)   (316,932)
Increase in provisions       344,091    337,240 
Corporation tax (paid)       (1,928,486)   (1,469,122)
               
Net cash generated from operating activities       11,557,888    1,311,835 
               
Cash flows from investing activities              
Purchase of tangible fixed assets  13    (70,574)   (104,713)
Sale of tangible fixed assets       -    1,900 
Interest received       37,132    6,479 
               
Net cash from investing activities       (33,442)   (96,334)
               
Cash flows from financing activities              
Dividends paid       (1,000,000)   (750,000)
Interest paid       (1,191)   (5,477)
               
Net cash used in financing activities       (1,001,191)   (755,477)
               
Net increase in cash and cash equivalents       10,523,255    460,024 
Cash and cash equivalents at beginning of year       2,044,766    1,584,742 
               
Cash and cash equivalents at the end of year       12,568,021    2,044,766 
               
Cash and cash equivalents at the end of year comprise:              
Cash at bank and in hand       12,568,021    2,044,766 
        12,568,021    2,044,766 

 

The notes form part of these consolidated financial statements.

 

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SAHARA HOLDINGS LIMITED

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

 

1. General information

 

Sahara Holdings Limited (the “Company”) is a private company limited by shares, incorporated in England and Wales under the United Kingdom Companies Act. The nature of the Company’s operations and its principal activities are that of a holding company. The principal activity of the group headed by the Company is the distribution of audio-visual display solutions.

 

The consolidated financial statements are presented in Pounds Sterling, which is the currency of the primary economic environment in which the Company operates.

 

Statement of Directors’ Responsibilities

 

The Board of Directors (the “Directors”) are responsible for preparing these consolidated financial statements for Sahara Holdings Limited and its subsidiaries as of 31 December 2019 and 2018 and for the years then ended, in conformity with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (“United Kingdom Generally Accepted Accounting Practice”) including a reconciliation of profit for the financial year and shareholder’s equity to accounting principles generally accepted in the United States of America.

 

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company, and for identifying and ensuring that the Company complies with the law and regulations applicable to their activities. 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.

 

The Directors confirm that suitable accounting policies have been used and applied consistently for the years presented. They also confirm that reasonable and prudent judgments and estimates have been made in preparing the consolidated financial statements and that applicable accounting standards have been followed.

 

2. Accounting policies

 

  2.1 Basis of preparation of financial statements

 

These consolidated financial statements do not constitute the Company’s statutory accounts within the meaning of Section 434 of the United Kingdom Companies Act 2006 for either of the years presented. Statutory accounts for the years ended 31 December 2019 and 2018, which were presented in British Pounds Sterling, have been reported on by the Independent Auditors, BDO LLP, in the United Kingdom. The Independent Auditors’ Reports of BDO LLP on the statutory accounts for each of the years ended 31 December 2019 and 2018 were unqualified and did not contain statements under s498(2) or s498(3) of the United Kingdom Companies Act 2006. The Independent Auditors’ Reports on the statutory accounts for the years ended 31 December 2019 and 2018 did not draw attention to any matters by way of emphasis.

 

Statutory accounts for each of the years ended 31 December 2019 and 2018 have been filed with the Registrar of Companies in the United Kingdom.

 

The Directors have prepared these non-statutory financial statements for the years ended 31 December 2019 and 2018 for inclusion in a Form 8-K/A to be submitted by the Company’s new parent company, Boxlight Corporation (see Note 26: Events after the balance sheet date), to the United States Securities and Exchange Commission (“SEC”). These consolidated financial statements have been prepared, in conformity with United Kingdom Generally Accepted Accounting Practice including a reconciliation of profit for the financial year and shareholder’s equity to accounting principles generally accepted in the United States of America.

 

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the company’s accounting policies (see note 3).

 

Since 31 December 2019 the Company has had to deal with the coronavirus pandemic and the associated measures that government, customers, suppliers and other stakeholders put in place to deal with it. While the Company will undoubtedly suffer some adverse impact from this in the short term, the Directors have prepared detailed forecasts to cover the review period and stress-tested these and are therefore confident that the Group will have sufficient funds to meet liabilities as they fall due and fund working capital requirements. On this basis the consolidated financial statements have been prepared on the going concern basis. We have paid a £12 million dividend subsequent to year end.

 

The following principal accounting policies have been applied:

 

  2.2 Basis of consolidation

 

The consolidated financial statements present the results of the Company and its own subsidiaries (the “Group”) as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

 

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 

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SAHARA HOLDINGS LIMITED

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

  2.3 Revenue

 

The Group earns revenues from the sale of goods, including interactive touch screen panels, audiovisual equipment and related software.

 

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

 

  the Group has transferred the significant risks and rewards of ownership to the buyer;
  the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
  the amount of revenue can be measured reliably;
  it is probable that the Group will receive the consideration due under the transaction; and
  the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 

  2.4 Intangible assets

 

Intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their expected useful economic lives. Amortisation begins when the intangible asset is available for use, ie when it is in the location and condition necessary for it to be usable in the manner intended by management.

 

Software represents the fair value of software acquired through the acquisition of Sedao Limited in 2017.

 

Amortisation is charged so as to allocate the cost of intangibles less their residual values over their estimated useful lives, using the straight-line method. The intangible assets are amortised over the following useful economic lives:

 

New product development costs - 20% straight line
Intellectual property rights - 20% straight line
Software - 3 years

 

  2.5 Tangible fixed assets

 

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

 

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SAHARA HOLDINGS LIMITED

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

2. Accounting policies (continued)

 

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

 

Depreciation is provided on the following bases:

 

  Leasehold improvements - shorter of 5 years or lease term
  Plant and machinery - 20% straight line
  Motor vehicles - 20% reducing balance
  Fixtures & fittings - 10% straight line
  Office equipment - 33% straight line

 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘administrative expenses’ in the statement of comprehensive income.

 

  2.6 Operating leases: lessee

 

Rentals paid under operating leases are charged to the statement of comprehensive income on a straight-line basis over the period of the lease.

 

  2.7 Stocks

 

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

 

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the statement of comprehensive income.

 

  2.8 Financial instruments

 

The Group has elected to apply 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 Group’s balance sheet where the Group becomes party to the contractual provisions of the instrument.

 

Credit risk

 

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy to assess the credit risk of new customers before entering contracts. To mitigate risk each new customer is required to make payment in advance for their first order, with credit being offered for subsequent orders if appropriate. Orders of a significant size are referred to management for credit approval.

 

Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. Most of the Group’s cash is held with Barclays Bank Plc, a prominent UK Based bank.

 

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SAHARA HOLDINGS LIMITED

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

2. Accounting policies (continued)

 

Liquidity risk

 

Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

 

Management review cash balances on a daily basis and forecast cash requirements throughout the year to ensure sufficient cash is available.

 

Market risk

 

Market risk arises from the Group’s use of tradable and foreign currency financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), foreign exchange rates (currency risk) or other market factors (other price risk).

 

Foreign exchange risk

 

Foreign exchange risk arises when an entity enters into transactions denominated in a currency other than its functional currency.

 

The Group is predominantly exposed to currency risk on purchases made from a major supplier requiring payment in US Dollars. The Group aims to fund expenses and to manage foreign exchange risk by matching the currency in which revenue is generated and expenses are incurred.


 

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 assets and settle the liabilities simultaneously.

 

  2.9 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 discounted.

 

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SAHARA HOLDINGS LIMITED

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

2. Accounting policies (continued)

 

  2.10 Impairment of financial assets

 

Financial assets are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of comprehensive income.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of comprehensive income.

 

  2.11 Derecognition of financial assets

 

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

 

  2.12 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 Group after deducting all of its liabilities.

 

  2.13 Basic financial liabilities

 

Basic financial liabilities, comprising creditors, 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 receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not discounted.

 

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.

 

  2.14 Derecognition of financial liabilities

 

Financial liabilities are derecognised when the Group’s contractual obligations expire or are discharged or cancelled.

 

12 | Page
 

 

 

SAHARA HOLDINGS LIMITED

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

2. Accounting policies (continued)

 

  2.15 Creditors

 

Short term creditors are measured at the transaction price. In the case of certain suppliers, an advance payment is required to be paid. Amounts paid in advance for goods that have not yet been delivered are included in other debtors.

 

  2.16 Dividends

 

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.

 

Please also refer to note 26 regarding dividends that have been paid subsequent to 31 December, 2019.

 

  2.17 Pensions

 

Defined contribution pension plans

The Group operates a defined contribution plans for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

 

The contributions are recognised as an expense in the statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 

  2.18 Warranty provision

 

Provision is made for claims under warranties given by the Group for some of its products. The provision is based on an assessment of future claims with reference to past experience. Such costs are incurred within one to five years post-delivery.

 

13 | Page
 

 

 

SAHARA HOLDINGS LIMITED

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

2. Accounting policies (continued)

 

  2.19 Taxation

 

The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated statement of comprehensive income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

 

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

 

Deferred balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax.

Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 

  2.20 Functional and presentation currency

 

Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’).

 

On consolidation, the results of overseas operations are translated into pounds sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 

  2.21 Transactions and balances

 

Foreign currency transactions are translated into the Parent’s functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 

Foreign exchange gains and losses are presented in the statement of comprehensive income within ‘cost of sales’.

 

14 | Page
 

 

 

SAHARA HOLDINGS LIMITED

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

2. Accounting policies (continued)

 

2.22 Reserves

 

The Group reserves are as follows:

 

  Called up share capital reserve represents the nominal value of the shares issued.
  Share premium account includes the premium on issue of equity shares, net of any issue costs.
  Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

 

  2.23 Shared based payments scheme

 

In June 2019, the Group granted options under an Enterprise Management Incentive (‘EMI’) scheme to two employees of the Group for 639 type B ordinary shares. The awards vest upon an ‘exit’ event. Exit events have been defined as initial public offerings (‘IPO’) or a takeover by another company or group, either through a full or partial acquisition. No exercise price is payable under the EMI scheme.

 

Conditions for vesting include that at the time of the exit event the employee remains employed by the Group unless it has been agreed by the board that they retain the right to the shares following dismissal, retirement or resignation. Since the original grant, one of the employeees holding 213 options has resigned, therefore 426 remain outstanding as at 31 December, 2019.

 

The settlement of the scheme is in the Company’s own shares with no cash settlement option, therefore the options are classified as an equity award. A charge will be recorded in respect of these awards at the point that the occurrence of an exit even is considered to be probable by the Directors.

 

As at 31 December 2019, the Directors did not deem that a transaction with a potential acquirer was probable, therefore no expense has been recognised.

 

  2.24 Business combinations

 

The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, including deferred consideration, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree.

 

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in the profit or loss.

 

In relation to the acquisition of Sedao in 2017, the fair value of intangibles acquired was allocated to acquired software and no goodwill was recognised.

 

15 | Page
 

 

 

SAHARA HOLDINGS LIMITED

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

3. Judgments in applying accounting policies and key sources of estimation uncertainty

 

In preparing these financial statements, the Directors have made the following judgements:

● Determine whether leases entered into by the Group either as a lessor or a lessee are operating lease 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.

 

● Determine whether there are indicators of impairment of the Group’s tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

 

Other key sources of estimation uncertainty

 

Intangible assets (see note 12)

 

Intangible assets includes an amount for software. This relates to the acquisition of Sedao Limited.

 

The categorisation and value of this asset is subject to the judgement of the Directors.

 

Intangible assets are amortised over their useful lives, as stated in the accounting policies, 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.

 

Tangible fixed assets (see note 13)

 

Tangible fixed assets are depreciated over their useful lives as stated in the accounting policies, 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.

 

Stock valuation (see note 15)

 

Stock is valued at the lower of cost and net realisable value. The net realisable value is based on estimated sales price which requires the management team to review each product line within stock to confirm the estimated selling price.

In determining the estimated selling price, management will consider the individual product line and it’s economic cycle on a standalone basis as well as the brand to which it is part, and assess:

  The number of units held in stock to forecast and actual sales
  The current sales data and sales values achieved
  The sales data and sales values achieved when a product has been on promotion at reduced prices.
  The competitor product of similar items and sales values in the market.

 

Warranty provisions (see note 20)

 

A provision is made for the cost of claims under warranty given by the Group for some of its products. The provision is based on an assessment of future claims, based on numbers of units within the warranty period. The provision is calculated with reference to past experience of the number of claims and the cost of settling the claim. Warranty costs are recognised over the term of the warranty, which is 5 years. The assessment of the future potential cost of the warranty is assessed on a continual basis.

 

16 | Page
 

 

 

SAHARA HOLDINGS LIMITED

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

4. Turnover

 

Analysis of turnover by country of destination:

 

   2019   2018 
   £   £ 
         
United Kingdom   38,895,028    36,680,278 
Rest of Europe   24,535,571    18,958,109 
Rest of the World   15,509,559    17,004,231 
           
    78,940,158    72,642,618 

 

5. Operating profit

 

The operating profit is stated after charging/(crediting):

 

   2019   2018 
   £   £ 
         
Foreign exchange (gains)/losses   451,929    (274,191)
Development costs expensed in the year   728,270    674,893 
Amortisation of intangible assets   181,369    181,769 
Depreciation of tangible fixed assets   93,049    86,373 
Inventory provision   (191,731)   (243,762)
Profit on disposal of tangible fixed assets   -    687 
Other operating lease rentals   851,749    768,563 
Defined contribution pension cost   181,157    192,417 

 

6. Employees

 

Staff costs, including Directors’ remuneration, were as follows:

 

   2019   2018 
   £   £ 
         
Wages and salaries   4,895,084    4,955,344 
Social security costs   682,914    630,987 
Cost of defined contribution scheme   181,157    192,417 
           
    5,759,155    5,778,748 

 

17 | Page
 

 

 

 

SAHARA HOLDINGS LIMITED

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

 

7. Directors’ remuneration

 

   2019   2018 
    £    £ 
           
Directors' emoluments   79,741    69,529 
Company contributions to defined contribution pension schemes   30,000    27,200 
    109,741    96,729 

 

 

Additionally, dividends paid in 2019 and 2018 of £1,000,000 and £750,000, respectively, were paid to the Directors who were also shareholders until 24 September 2020.

 

During the year retirement benefits were accruing to 2 Directors (2018 - 2) in respect of defined contribution pension schemes.

 

8. Interest receivable

 

   2019   2018 
    £    £ 
           
Other interest receivable   37,132    6,479 
    37,132    6,479 

 

9. Interest payable and similar charges

 

   2019   2018 
    £    £ 
            
Bank interest payable   128    5,477 
Other interest payable   1,063    - 
    1,191    5,477 

 

18 | Page
 

 

 

 

SAHARA HOLDINGS LIMITED

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

 

10. Taxation

 

   2019   2018 
    £    £ 
Corporation tax          
Current tax on profits for the year   1,586,670    1,781,604 
           
Total current tax   1,586,670    1,781,604 
           
Deferred tax          
Origination and reversal of timing differences   (34,460)   (34,460)
           
Total deferred tax   (34,460)   (34,460)
           
Taxation on profit on ordinary activities   1,552,210    1,747,144 

 

  Factors affecting tax charge for the year
   
 

The tax assessed for the year is higher than (2018 - higher than) the standard rate of corporation tax in the UK of 19% (2018 - 19%). The differences are explained below:

 

   2019   2018 
    £    £ 
Profit on ordinary activities before tax   7,885,748    9,117,074 
           
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2018 - 19%)   1,534,495    1,675,244 
           
Effects of:          
Expenses not deductible for tax purposes   41,176    108,730 
Capital allowances for year less than / (in excess of) depreciation   4,827    (3,736)
Deferred tax arising from business combination   (34,460)   (34,460)
Other differences leading to an increase in the tax charge   6,172    1,366 
           
Total tax charge for the year   1,552,210    1,747,144 

 

Factors that may affect future tax charges

 

There were no factors that may affect future tax charges.

 

19 | Page
 

 

 

 

SAHARA HOLDINGS LIMITED

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

 

11. Dividends

 

   2019    2018 
    £    £ 
Interim dividends paid   1,000,000    750,000 
    1,000,000    750,000 

 

12. Intangibles

 

   Intellectual property rights   New product development costs   Software   Total 
    £    £    £    £ 
                     
Cost                    
At 1 January 2019   12,002    58,229    488,651    558,882 
                     
At 31 December 2019   12,002    58,229    488,651    558,882 
                     
At 1 January 2018   12,002    58,229    488,651    558,882 
                     
At 31 December 2018   12,002    58,229    488,651    558,882 
                     
Amortisation                    
At 1 January 2019   12,002    58,229    307,282    377,513 
Charge for the year   -    -    181,369    181,369 
                     
At 31 December 2019   12,002    58,229    488,651    558,882 
                     
At 1 January 2018   11,602    58,229    125,913    195,744 
Charge for the year   400    -    181,369    181,769 
                     
At 31 December 2018   12,002    58,229    307,282    377,513 
                     
Net book value                    
At 31 December 2019   -    -    -    - 
                     
At 31 December 2018   -    -    181,369    181,369 

 

20 | Page
 

 

 

 

SAHARA HOLDINGS LIMITED

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

 

13. Tangible fixed assets  

 

   Leasehold improvements   Plant and machinery   Motor vehicles   Fixtures
and fittings
   Office equipment   Total 
   £   £   £   £   £   £ 
                               
Cost                              
At 1 January 2019   125,700    74,748    -    103,742    310,705    614,895 
Additions   -    208    -    6,046    64,320    70,574 
                               
At 31 December 2019   125,700    74,956    -    109,788    375,025    685,469 
                               
Cost                              
At 1 January 2018   125,700    69,300    15,000    96,643    218,539    525,182 
Additions   -    5,448    -    7,099    92,166    104,713 
Disposals   -    -    (15,000)   -    -    (15,000)
                               
At 31 December 2018   125,700    74,748    -    103,742    310,705    614,895 
                               
Depreciation                              
At 1 January 2019   100,560    54,980    -    62,352    231,793    449,685 
Charge for the year   25,140    13,933    -    11,350    42,626    93,049 
                               
At 31 December 2019   125,700    68,913    -    73,702    274,419    542,734 
                               
At 1 January 2018   75,150    40,891    12,413    51,241    196,030    375,725 
Charge for the year   25,410    14,089    -    11,111    35,763    86,373 
Disposals   -    -    (12,413)   -    -    (12,413)
                               
At December 2018   100,560    54,980    -    62,352    231,793    449,685 
                               
Net book value                              
At 31 December 2019   -    6,043    -    36,086    100,606    142,735 
At 31 December 2018   25,140    19,768    -    41,390    78,912    165,210 
                               
At 1 January 2018   50,550    28,409    2,587    45,402    22,509    149,457 

 

21 | Page
 

 

 

 

SAHARA HOLDINGS LIMITED

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

 

14. Subsidiaries  
     
  Direct subsidiary undertakings
   
  The following were direct subsidiary undertakings of the Company:

 

Name   Country   Principal activity   Class of shares     Holding  
                     
Sahara Presentation Systems Plc   England and Wales   Sale and distribution of audio visual equipment   Ordinary       100 %
                       
Sahara Nordic AB   Sweden   Sale and distribution of audio visual equipment   Ordinary       100 %
                       
Sahara Nordic OY   Finland   Sale and distribution of audio visual equipment   Ordinary       100 %
                       
Sahara Presentation Systems Inc   USA   Sale and distribution of audio visual equipment   Ordinary       100 %
                       
Sahara Presentation Systems GmbH   Germany   Sale and distribution of audio visual equipment   Ordinary       100 %

 

  Indirect subsidiary undertakings
   
  The following were indirect subsidiary undertakings of the Company:

 

Indirect subsidiary undertakings

 

The following were indirect subsidiary undertakings of the Company:

 

Name   Country   Principal activity   Class of shares     Holding  
Sedao Limited   England and Wales   Dormant   Ordinary       100 %
                       
Clevertouch B.V.   Netherlands   Sale and distribution of audio visual equipment   Ordinary       100 %

 

15. Stocks

 

   2019   2018 
   £   £ 
           
Finished goods and goods for resale   8,452,430    12,524,030 
    8,452,430    12,524,030 

 

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SAHARA HOLDINGS LIMITED

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

 

16. Debtors

 

   2019   2018 
   £   £ 
         
Trade debtors   8,674,582    10,340,693 
Other debtors   1,134,863    2,600,624 
Called up share capital not paid   100    100 
Prepayments and accrued income   1,313,850    611,971 
    11,123,395    13,553,388 

 

Other debtors include advance vendor payments and deposits of £1,134,863 (2018: £1,200,015) and VAT receivable of £nil (2018: £1,385,334).

 

Prepayments refer mainly to software and subscription yearly prepayments and other prepaid expenses of £863,129 (2018: £504,125), rebates receivable from vendors of £403,717 (2018: £52,296) and other of £47,004 (2018: £55,550).

 

The Company is party to an invoice financing facility under which advances may be drawn against eligible trade debtors, up to a maximum of £6,000,000. Invoices are financed on a full-recourse basis. No amounts have been borrowed on this facility in either year.

 

17. Cash and cash equivalents

 

   2019   2018 
   £   £ 
         
Cash at bank and in hand   12,568,021    2,044,766 
    12,568,021    2,044,766 

 

23 | Page
 

 

 

 

SAHARA HOLDINGS LIMITED

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

 

18. Creditors: Amounts falling due within one year

 

   2019   2018 
   £   £ 
         
Trade creditors   1,375,200    2,687,334 
Corporation tax   636,721    978,537 
Other taxation and social security   470,284    256,949 
Other creditors   380,524    305,379 
Personnel   536,875    1,047,272 
Accruals   275,263    224,747 
    3,674,867    5,500,218 

 

19. Deferred taxation

 

   2019 
   £ 
     
At beginning of year   34,460 
Credited to statement of comprehensive income   (34,460)
At end of year   - 

 

The deferred taxation balance is made up as follows:

 

   2019   2018 
   £   £ 
         
Accelerated capital allowances   -    34,460 
    -    34,460 

 

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SAHARA HOLDINGS LIMITED

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

 

20.

Other provisions

 

   Warranty provision 
   £ 
     
At 1 January 2019   1,884,108 
Charged to profit or loss   344,091 
At 31 December 2019   2,228,199 

 

   Warranty provision 
   £ 
     
At 1 January 2018   1,546,868 
Charged to profit or loss   337,240 
At 31 December 2018   1,884,108 

 

A provision is made for the cost of claims under warranty given by the Group for some of its products. The provision is based on an assessment of future claims, based on numbers of units within the warranty period. The provision is calculated with reference to past experience of the number of claims and the cost of settling the claim. The assessment of the future potential cost of the warranty is assessed on a continual basis.

 

21.

Share capital

 

   2019   2018 
   £   £ 
Allotted, called up and fully paid          
           
4,900 (2018 - 49) A Ordinary shares of £0.01 each   49    49 
100 (2018 - 1) B Ordinary shares of £0.01 each   1    1 
4,900 (2018 - 49) C Ordinary shares of £0.01 each   49    49 
100 (2018 - 1) D Ordinary shares of £0.01 each   1    1 
    100    100 

 

On 13 June 2019 the issued share capital, of 100 ordinary shares of £1 each, was sub-divided into 10,000 ordinary shares of £0.01 each. The issued shares rank pari passu in all respects, except for the purpose of the declaration of dividends. The declaration of a dividend in respect of one class does not compel a dividend at the same rate to be declared in respect of any other class of share

 

22.

Pensions

 

The Group operates defined contribution pension schemes. The assets of these schemes are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the funds and amounted to £179,860 (2018 - £148,418). The amount payable at the year end was £1,144 (2018 - £Nil)

 

25 | Page
 

 

 

 

SAHARA HOLDINGS LIMITED

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

 

23.

Commitments under operating leases

 

At 31 December 2019 the Group and the Company had future minimum lease payments under non-cancellable operating leases as follows:

 

   2019   2018 
   £   £ 
         
Not later than 1 year   840,019    798,121 
Later than 1 year and not later than 5 years   2,349,440    2,273,688 
Later than 5 years   -    43,228 
    3,189,459    3,115,037 

 

24.

Related party transactions

 

Key management personnel include all Directors across the Group who together have authority for planning, directing and controlling the activities of the Group. The total compensation paid to key management personnel for services provided to the Group was £831,558 (2018- £1,228,044).

 

25.

Controlling party

 

During the two years ended 31 December 2019 and until 24 September 2020 the controlling party was Kevin Batley and Nigel Batley.

 

Since 24 September 2020 Boxlight Corporation is the single controlling party of Sahara Holding and subsidiaries (see note 26).

 

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SAHARA HOLDINGS LIMITED

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWO YEARS ENDED 31 DECEMBER 2019 AND 2018

 

 

 

26.

Events after the balance sheet

 

Covid-19

 

The Covid-19 pandemic has affected the audio-visual industry, with Group turnover for the 2020 financia