Sutton Harbour Holdings Regulatory News (SUH)

RNS Number : 5489M

Sutton Harbour Holdings PLC

26 May 2010

 

 

 

For Immediate Release 26 May 2010

Sutton Harbour Holdings plc

Preliminary Results for the year ended 31 March 2010 

Record results from regeneration and marine activities; planned sale of Air-Southwest;

- Strategic return to core activities

 

Sutton Harbour Holdings plc ("Sutton Harbour"), the AIM listed regeneration, infrastructure and transportation specialist, announces preliminary results for the year ended 31 March 2010.

 

In his statement to shareholders, Chairman Michael Knight said:

"The Group reports record results in its regeneration and marine divisions, against the backdrop of a sharp deterioration of results within the transport sector caused by the difficult economy" and "To enable the Group to resource core activities more effectively the board has taken the decision to dispose the airline division Air Southwest".

 

Financial highlights:

 

·; Revenues for the period up to £39.27m (2009: £29.26m)

·; Operating profit before fair value adjustments on investment property of £3.34m (2009: loss of £0.61m)

·; Profit before tax of £2.51m after fair value adjustment on investment property (fair value deficit of £0.54m) (2009: Loss of £3.45m after fair value deficit £2.79m)

·; Proposed final dividend of 1.0p per share (2009: 1.0p)

·; Earnings per share (basic and diluted) of 3.64p (2009: loss of 4.86p)

·; Gearing further reduced to 35.0% (2009: 58.2%)

·; Successful share placing in September raising £6.7m net

·; Net assets at year-end of £43.1m (2009: £35.4m)

 

Operational highlights

 

·; Record results from regeneration and marine activities;

·; Sale of first two tranches of surplus land at Plymouth City Airport completed;

·; Sale of first phase of Portland Development to Royal Yachting Association ("RYA"); first phase of mixed-use scheme at Exeter Quays completed;

·; Marine sector enjoyed record performance; marina capacity and facilities increased; record fish landings and good recovery in fuel sales;

·; Transport activities endured difficult year; combination of bad winter, depressed revenues, competitive pressures and new route costs produced operating losses of £3.94m; planned disposal of Air Southwest but retention of Plymouth City Airport, and

·; Appointment of new Non-Executive Director during year

 

On current trading and prospects, Michael Knight added:

"Your Company has decided on a positive course of action to focus on its core property and marine activities. This narrower range of activities will improve the Group's ability to resource and progress the project pipeline and pursue new opportunities as they come forward. Your board is positive about the group's future prospects to develop and grow its core activities".

 

Enquiries:

 

Nigel Godefroy, Group Chief Executive

Sutton Harbour Holdings plc Tel: 01752 204186

 

Bobbie Hilliam, Evolution Securities Tel: 020 7071 4300

 

Richard Day, Arden Partners Tel: 020 7398 1600

 

Paul Vann/ Tom Cooper, Winningtons Financial Tel: 0117 985 8989 or 07768 807631

SUTTON HARBOUR HOLDINGS PLC

 

Preliminary results for the year ended 31 March 2010

 

 

Chairman's Statement

For the year ended 31 March 2010

 

The Group reports record results in its regeneration and marine divisions, against the backdrop of a sharp deterioration of results within the transport sector caused by the difficult economy. Key achievements during the year have been:

 

·; Sale of two tranches of surplus land at Plymouth City Airport;

·; Sale of first phase of Portland development to Royal Yachting Association;

·; Selected, as part of consortium, to partner NHS Cumbria to develop healthcare; facilities in Cumbria under Express LIFT framework; and

·; Raising of a net £6.7m in the equity markets in September 2009.

 

Results

Profit before tax for the year ended 31 March 2010 was £2.515m (2009: loss £3.450m). These results are stated after the fair value deficit adjustment on investment property of £539,000 (2009: deficit £2.787m) following an external valuation as at 31 March 2010. Of this deficit, £501,000 deficit was recorded in the first half year. The profit is stated after recording an operating loss of £3.945m (2009: loss £851,000) in the transport division after enduring a very difficult year that has been harshly impacted by pressure on fares, weaker demand, costs of developing new routes and exceptionally poor winter weather. Net assets at the balance sheet date were £43.1m compared to £35.4m a year earlier, and include the surplus on revaluation of the owner-occupied portfolio of £220,000 (2009: deficit £768,000).

 

Group Strategy

The board has undertaken a strategic review and has decided to concentrate the Company's focus on activities where its greatest strengths lie. The Group is a specialist in regenerating dilapidated or underused land and property into new assets from which annuity incomes in the form of rents or other revenues can be earned or sold for capital receipts. The Group has developed particular strength in working in partnership, often with public sector organisations, to conceive, develop and maintain new assets which have a long term sustainable future.

 

To enable the Group to resource core activities more effectively the board has taken the decision to dispose the airline division. Air Southwest, which was started by the Group in 2003, has made a positive contribution to date, notwithstanding the loss for the year under review. The division has enabled the Group to develop the business at Plymouth City Airport. Investment into the airline business was necessary to achieve this and the sale of surplus land at Plymouth City Airport has created financial headroom. However, the combination of difficult economic, trading and environmental factors have demonstrated the unbalancing effect that the airline can have on the financial results of the Group. Divestment of the airline from the Group is considered by the board to be the best course of action to improve shareholder value and to preserve air links for the region, operations out of Plymouth City Airport and employment. Talks with prospective purchasers are in progress, but it is premature to assess the impact of any sale on the net assets of the business.

 

Banking

Gearing (total borrowing as a percentage of net assets) at 31 March 2010 was 35.0% (2009: 58.2%). Cash inflows from the sale of airport land, sale of a development in Portland and the equity issue have been instrumental in reducing the Group's indebtedness during the year. The Group remains well within its agreed banking facilities and covenants and current facilities with RBS are in place until November 2010. The Group is currently in positive discussions with RBS to renew these facilities.

 

Dividend

The Board's long term aim is to provide reward to shareholders in the form of progressive dividends, whilst balancing this with the need to maintain the financial stability of the Group and to provide sufficient headroom to fund new opportunities. The Board proposes a final dividend of 1.0pence per share (2009: 1.0pence per share) which together with the interim dividend paid in January 2010 gives a total dividend for the year of 1.9pence (2009: 1.9pence). The final dividend will be paid on 20 August 2010 to shareholders on the register on 6 August 2010. The shares are expected to go ex-dividend on 4 August 2010.

 

Regeneration

The Group has continued to manage the Regeneration division in line with stated intentions: to progress schemes in a phased approach to control cash flow and reduce risk; to sell selected assets where judged commercially beneficial; and to manage the property portfolio to maximise value.

 

The Group's portfolio of property assets was externally valued at 31 March 2010. The stabilisation of values during the last twelve months reflects the quality and strength of our property portfolio and compared to the external valuation at 30 September 2009, owner occupied properties have increased by a net £587,000 reflecting good trading at Sutton Harbour fisheries. During the second half year, investment properties valuation changed very little, with a deficit of £38,000 recorded in this period.

 

The division has realised profits from two significant projects during the year. The sales of the first two (of four) tranches of the surplus land at Plymouth City Airport have been completed and the building developed for the Royal Yachting Association in Portland was sold in December 2009. The first phase of a mixed-use development in Exeter was finished at the start of 2010, with the Group retaining the ground floor unit for commercial letting. Discussions with the BBC have progressed throughout the year in respect of the proposed development at Sutton Harbour.

 

The Group has a good pipeline of projects for the foreseeable term and attractive opportunities which fit with the Group's core skills are being appraised. Last year I reported that the group, with its consortium partners, had been shortlisted as an eligible bidder for future projects under the NHS Express LIFT National Framework Agreement. This consortium was selected, ahead of strong competition, for the first initiative under this new framework to work with NHS Cumbria.

 

Transport

The Transport division has experienced a very difficult trading year. The very poor weather during December 2009 and January 2010 resulted in several days of cancelled services. These cancellations together with depressed revenues and the costs of starting the London City service in April 2009 meant losses progressed throughout the year to give a division result of £3.945m loss (2009: £851,000 loss).

 

Since the year end the closure of UK airspace due to Icelandic volcanic ash has further impacted the financial results of the division and this has influenced the board's decision to withdraw the twice daily services to London City Airport from Plymouth and Newquay, to save costs. The route was popular for a segment of our customer base, but overall demand was insufficient to cover the high operating costs.

 

 At Plymouth City Airport increased levels of activity by Air Southwest resulted in 11% extra passenger throughput in the period. The Group will continue to operate the airport which is regarded as part of the specialised asset portfolio.

 

Marine

The marine activities of the group have had a record year. Nearly £12m in fish value was landed at Sutton Harbour Fisheries (2009: £8m), the Plymouth fishmarket, making it the third largest fresh fish market in England. These record landings together with a recovery in fuel sales have resulted in strong performance by the fisheries sub-division. The marinas have continued to trade well and the facility benefited from hosting the finish to the Rolex Fastnet race in August 2009. The marine division continues to provide stable annuity revenues to the Group and management are at bidding stages to extend marine related activities into other localities.

 

Corporate Governance

I reported in my interim statement that Tim Bacon stepped down from the board after five years as a director on 1 December 2009. On behalf on the board I thank Tim for his significant contribution to the development of the regeneration activities of the group. To fill the vacancy, Sean Swales was appointed non-executive director on 1 December 2009. Sean is the Finance Director of Rotolok (Holdings) Limited, which is the largest shareholder in the Company. I am sad to report that Keith Sykes died after a short illness on 24 April 2010. Keith had been a non-executive director of the Company since December 2008 and he was also a significant and long-standing shareholder. He brought a wealth of experience to the board and his enthusiasm and commitment will be sadly missed.

 

The directors are grateful to all the staff for their hard work commitment to the Group. In particular the directors would like to thank the transport division personnel who continue to offer a high standard of customer service to passengers in the face of adverse weather conditions, volcanic ash disruption and uncertainty caused by difficult trading conditions.

 

Summary and Outlook

Your Company has decided on a positive course of action to focus on its core property and marine activities. This narrower range of activities will improve the Group's ability to resource and progress the project pipeline and pursue new opportunities as they come forward. Your board is positive about the group's future prospects to develop and grow its core activities.

 

 

 

Michael Knight

Chairman

 

25 May 2010

 

 

 

 

 

 

 

Consolidated Income Statement

For the year ended 31 March 2010

 

	2010	2009
	£000	£000
Continuing operations
Revenue	39,274	29,262
Cost of sales	(34,712)	(28,185)
Gross profit	4,562	1,077
Other operating income	290	19
Administrative expenses	(1,422)	(1,428)
Other operating expenses	(88)	(10)
Loss on disposal of investment property	-	(267)
Operating profit/(loss) before fair value adjustments on investment property	3,342	(609)
Fair value adjustments on investment property	(539)	(2,787)
Operating profit/(loss)	2,803	(3,396)
Financial income	11	95
Financial expense	(299)	(962)
Net financing costs	(288)	(867)
Realised gain on disposal of interest in joint venture company	-	908
Share of loss of joint venture using the equity accounting method	-	(95)
	-	813
Profit/(loss) before tax	2,515	(3,450)
Taxation	(414)	996
Profit/(loss) for the year attributable to owners of the parent	2,101	(2,454)
Basic earnings per share	3.64p	(4.86p)
Diluted earnings per share	3.64p	(4.86p)

 

 

 

Consolidated Statement of Comprehensive Income

For the year ended 31 March 2010

 

	2010	2009
	£000	£000
Profit/(loss)for the year	2,101	(2,454)
Other comprehensive income/(expense):
Revaluation of property, plant and equipment	220	(768)
Deferred taxation on income and expenses recognised directly in equity	(62)	11
Effective portion of changes in fair value of cash flow hedges	(224)	156
Other comprehensive expense for the year, net of tax	(66)	(601)
Total comprehensive income/(expense) for the year attributable to equity shareholders	2,035	(3,055)

 

 

 

 

Consolidated Balance Sheet

As at 31 March 2010

 

	2010	2009
	£000	£000
Non-current assets
Property, plant and equipment	37,971	35,946
Intangible assets	472	507
Investment property	20,551	20,833
Investment in associate	93	-
Other financial assets	130	130
	59,217	57,416
Current assets
Inventories	11,315	10,390
Trade and other receivables	2,580	3,149
Cash and cash equivalents	7	6
Derivative financial instruments	100	1,360
Tax receivable	-	157
	14,002	15,062
Total assets	73,219	72,478
Current liabilities
Bank overdraft	14,549	19,142
Other interest-bearing loans and borrowings	431	1,008
Trade and other payables	5,009	6,068
Deferred income	3,733	3,647
Deferred government grants	39	18
Derivative financial instruments	168	752
Provisions for other liabilities and charges	46	291
Tax Payable	427	-
	24,402	30,926
Non-current liabilities
Other interest-bearing loans and borrowings	116	468
Deferred government grants	685	297
Deferred tax liabilities	4,704	5,093
Derivative financial instruments	-	234
Provisions for other liabilities and charges	179	46
	5,684	6,138
Total liabilities	30,086	37,064
Net assets	43,133	35,414
Equity and reserves
Share capital	15,736	12,640
Share premium	12	10
Other reserves	13,482	9,928
Retained earnings	13,903	12,836
Total equity	43,133	35,414

 

 

 

Consolidated Statement of Changes in Equity

For the year ended 31 March 2010

 

 

	Share capital	Share premium	Revaluation reserve	Merger reserve	Hedging reserve	Retained earnings	Total equity
			-------------Other reserves-------------
	£000	£000	£000	£000	£000	£000	£000
Balance at 1 April 2008	12,622	3	9,576	251	-	17,232	39,684
Comprehensive income
(Loss) for the year	-	-	-	-	-	(2,454)	(2,454)
Other comprehensive income
Revaluation of property, plant and equipment	-	-	(768)	-	-	-	(768)
Deferred taxation on revaluation of property, plant and equipment	-	-	11	-	-	-	11
Transfer from retained earnings to revaluation reserve	-	-	702	-	-	(702)	-
Effective portion of changes in fair value of cash flow hedges	-	-	-	-	(234)	-	(234)
Recycled to cost of sales	-	-	-	-	390	-	390
Total other comprehensive income	-	-	(55)	-	156	(702)	(601)
Total comprehensive income	-	-	(55)	-	156	(3,156)	(3,055)
Transactions with owners
Proceeds from issue of shares net of costs	18	7	-	-	-	-	25
One for one capitalisation issue	-	-	-	-	-	-	-
Share-based payments - value of employee services	-	-	-	-	-	(28)	(28)
Dividends	-	-	-	-	-	(1,212)	(1,212)
Transactions with owners	18	7	-	-	-	(1,240)	(1,215)
Balance at 31 March 2009	12,640	10	9,521	251	156	12,836	35,414
Balance at 1 April 2009	12,640	10	9,521	251	156	12,836	35,414
Comprehensive income
Profit/(loss) for the year	-	-	-	-	-	2,101	2,101
Other comprehensive income
Revaluation of property, plant and equipment	-	-	220	-	-	-	220
Deferred taxation on revaluation of property, plant and equipment	-	-	(62)	-	-	-	(62)
Transfer from retained earnings to revaluation reserve	-	-	-	-	-	-	-
Effective portion of changes in fair value of cash flow hedges	-	-	-	-	165	-	165
Recycled to cost of sales	-	-	-	-	(389)	-	(389)
Total other comprehensive income	-	-	158	-	(224)	-	(66)
Total comprehensive income/(expense)	-	-	158	-	(224)	1,950	2,035
Transaction with owners
Proceeds from issue of shares net of costs	3,096	2	-	3,620	-	-	6,718
Share-based payments - value of employee services	-	-	-	-	-	38	38
Dividends	-	-	-	-	-	(1,072)	(1,072)
Transaction with owners	3,096	2	-	3,620	-	(1,034)	5,684
Balance at 31 March 2010	15,736	12	9,679	3,871	(68)	13,903	43,133

 

 

 

Consolidated Cash Flow Statement

For the year ended 31 March 2010

 

 

	2010	2009
	£000	£000
Cash flows from operating activities
Profit/(loss) for the year	2,101	(2,454)
Adjustments for:
Taxation	414	(996)
Share of loss of joint venture	-	95
Financial income	(11)	(95)
Financial expense	299	962
Fair value adjustments of investment property	539	2,787
Realised gain on disposal of interest in joint venture company	-	(908)
Loss on remeasurement of derivative financial instruments to fair value	-	82
Loss/(gain) on ineffective portion of cash flow hedge	217	(217)
Depreciation and amortisation	1,266	1,019
Amortisation of grants	(40)	(19)
Loss on disposal of investment property	-	267
Loss on sale of property, plant and equipment	88	10
Equity settled share-based payment expenses	38	(28)
Grants received	449	-
Cash generated from operations before changes in working capital and provisions	5,360	505
Increase in inventories	(512)	(4,672)
Decrease in trade and other receivables	569	801
Decrease in trade and other payables	(1,067)	(688)
Increase in deferred income	86	285
Decrease in provisions	(112)	(183)
Cash generated from/(used in) operations	4,324	(3,952)
Tax (paid)/received	(280)	334
Net cash generated from/(used in) operating activities	4,044	(3,618)
Cash flows from investing activities
Proceeds from sale of investment property	-	8,700
Proceeds from sale of property, plant and equipment	-	13
Expenditure on investment in associate	(93)	-
Expenditure on investment property	(257)	(6,357)
Expenditure on property, plant and equipment	(3,124)	(1,716)
Interest received	11	95
Net proceeds from disposal of interest in joint venture	-	2,722
Equalisation receipt in relation to joint venture	-	111
Net cash (used in)/generated from investing activities	(3,463)	3,568
Cash flows from financing activities
Proceeds from the issue of share capital	7,054	25
Costs relating to the issue of share capital	(336)	-
Proceeds from borrowings	117	4,857
Interest paid	(705)	(1,244)
Repayment of borrowings	(1,045)	(8,112)
Dividends paid	(1,072)	(1,212)
Net cash generated from/(used in) financing activities	4,013	(5,686)
Net increase/(decrease) in cash and cash equivalents	4,594	(5,736)
Cash and cash equivalents at beginning of the year	(19,136)	(13,400)
Cash and cash equivalents at end of the year	(14,542)	(19,136)

 

Note 1: Segment results

 

The Group's primary format for segment reporting is based on business segments. All of the group's operations are carried out in the United Kingdom. The Group therefore only has one geographical segment.

 

Business segments:

 

	Marine Activities			Regeneration			Transport			Unallocated			Consolidated
	2010	2009		2010	2009		2010	2009		2010	2009		2010	2009
	£000	£000		£000	£000		£000	£000		£000	£000		£000	£000
Total external segment revenue*	4,235	4,399		11,901	1,420		23,138	23,443		-	-		39,274	29,262
Operating profit/(loss) prior to fair value adjustment of investment property	1,430	1,263		7,279	407		(3,945)	(851)		(1,422)	(1,428)		3,342	(609)
Fair value adjustment of investment property	-	-		(539)	(2,787)		-	-		-	-		(539)	(2,787)
Operating profit/(loss) after fair value adjustment of investment property	1,430	1,263		6,740	(2,380)		(3,945)	(851)		(1,422)	(1,428)		2,803	(3,396)
Financial income													11	95
Financial expense													(299)	(962)
Realised gain on disposal of interest in joint venture company													-	908
Share of loss of joint venture													-	(95)
(Loss)/profit before tax for the year													2,515	(3,450)
Assets and liabilities
Segment assets	22,221	21,484		32,872	32,430		17,232	17,687		801	720		73,126	72,321
Investment in equity accounted associate													93	-
Tax assets													-	157
Total assets													73,219	72,478
Segment liabilities	1,502	1,480		1,073	2,517		6,883	8,408		15,497	19,566		24,955	31,971
Tax liabilities													5,131	5,093
Total liabilities													30,086	37,064
	Marine Activities			Regeneration			Transport			Unallocated			Consolidated
	2010		2009	2010		2009	2010		2009	2010		2009	2010	2009
	£000		£000	£000		£000	£000		£000	£000		£000	£000	£000
Other segment information
Capital expenditure:
Property, plant and equipment	325		547	2		6	2,732		1,094	65		69	3,124	1,716
Investment property	-		-	257		6,532	-		-	-		-	257	6,532
Depreciation	28		31	4		5	1,124		863	75		86	1,231	985
Amortisation	-		-	-		-	35		34	-		-	35	34
Provisions -charge to the income statement	-		-	46		291	179		110	-		-	225	401

 

* There is no inter-segment revenue.

 

Unallocated assets include various property, plant and equipment (£304,000), prepayments (£166,000), trade receivables (£215,000) and other receivables (£209,000) that cannot be split between the various business segments because the revenue that the assets generate cannot be matched specifically to one individual segment.

Unallocated liabilities include the bank overdraft and loans (£15,096,000), various accruals (£129,000), trade payables (£104,000) and other payables (£168,000) that cannot be split between the various business segments because the revenue that the liabilities are used to generate cannot be matched specifically to one individual segment.

Unallocated expenses include central administrative costs that cannot be split between the various business segments because they are incurred in assisting the Group generate revenues across all business segments.

 

Revenue can be divided into the following categories:

	2010	2009
	£000	£000
Sale of goods	2,947	3,405
Sale of land and property	10,410	-
Rental income	1,633	1,771
Provision of services	4,430	4,069
Airline ticket sales	19,854	20,017
	39,274	29,262

 

Revenues of approximately £10,286,000 are derived from two external customers, each individually representing more than 10% of the group's revenue for the year. In 2009 there were no such customers. The revenues are attributable to sales of land and property within the Regeneration segment.

 

 

 

Going Concern

 

As reported in the Chairman's Statement, economic conditions continue to be challenging particularly for the transport division and the board has decided since the year end to dispose of the airline business, Air South West Limited. Notwithstanding that the Group is implementing a plan to improve the results of Air Southwest the difficult trading conditions and recent impact of volcanic ash disruption, together with the eventual result and timing of a sale of Air South West Limited, create uncertainty. The Group is reliant on bank finance in the form of revolving credit facilities which are due for renewal in November 2010. The renewal process has not yet been concluded. An offer has been received from the Group's bankers which would be acceptable to the Group and is being considered. The absence of committed facilities after November 2010 therefore constitutes an additional uncertainty. The Group's forecasts and projections, taking account of various reasonably possible sensitivities and scenarios (including the disposal of Air Southwest), show that the Group should be able to operate within the anticipated level of facilities. Taking into account the uncertainties that exist and after considering the forecast results, cash flow projections and bank covenant compliance, the directors consider that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements.

 

 

Carrying value of Air Southwest

 

Following the decision to dispose of Air Southwest, the company is currently in negotiations with interested parties. Given the current status of the negotiations, the ultimate outcome, including the level of disposal proceeds, is subject to significant uncertainty. The directors have considered the carrying value of the net assets and liabilities related to the airline business, and have concluded that based on current available evidence that no impairment has occurred. However, this is ultimately dependent on the final outcome of the disposal process. Accordingly no adjustment to the carrying amount of the net assets and liabilities of £3.8m relating to the airline business has been included in this financial information.

 

 

 

Directors' Statement

 

The preliminary results for the year ended 31 March 2010 and the results for the year ended 31 March 2009 are prepared under International Financial Reporting Standards as adopted by the European Union (IFRS). The accounting policies adopted in this preliminary announcement are consistent with the Annual Report for the year ended 31 March 2009. The financial information set out in this preliminary announcement does not constitute the Company's statutory accounts for the years ended 31 March 2010 or 31 March 2009. The financial information for the year ended 31 March 2009 is derived from the Annual Report delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under either section 237(2) or section 237(3) of the Companies Act 1985. The Board of Sutton Harbour Holdings plc approved the release of this audited preliminary announcement on 25 May 2010. The preliminary financial information has been extracted from the Annual Report and audited Financial Statements for the year ended 31 March 2010, which will be posted to shareholders in due course and will be delivered to the Registrar of Companies following the Annual General Meeting of the Company. These audited Financial Statements include the auditors' report which, whilst unqualified, contains reference to the significant uncertainty in relation to the disposal of the airline and the potential impact on the carrying value of the net assets and liabilities of the airline noted above. The auditors' report does not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006. The report will also be available on the investor relations page of our website (www.sutton-harbour.co.uk). Further copies will be available on request and free of charge from the Company Secretary at North Quay House, Sutton Harbour, Plymouth, PL4 0RA.

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