Sutton Harbour Holdings Regulatory News (SUH)

16 December 2022

Sutton Harbour Group plc

("Sutton Harbour" or "the Company")

Sutton Harbour Group plc, the AIM-listed marine and waterfront regeneration specialist, announces its interim results for the six-month period to 30 September 2022.

Financial Highlights

· Profit before taxation £0.223m (6 months to 30 September 2021: £0.327m)

· Gross assets £91.615m (31 March 2022: £89.332m) following investment of £2.524m into property projects

· Net assets £56.434m (31 March 2022: £56.211m)

· Net assets per share 43.42p (31 March 2022: 43.26p)

· Net debt £26.972m (31 March 2022: £24.408m)

· Gearing 47.8% (31 March 2022: 43.4%)

Company Highlights

· Record summer marinas season and strong parking results

· Significant investment into two strategic projects at Sutton Harbour during first half year

· Old Barbican (fish) Market refurbishment and two new lettings completed

· Harbour Arch Quay on target for Spring 2023 completion with exchanges on four apartments

· Strategic vision for delivery of new developments to realise growth and longer-term sustainability of the core Harbour asset

Philip Beinhaker, Executive Chairman, commented:

"The Company's vision for the future sustainability and value growth from the Sutton Harbour and Barbican area is taking shape and good progress has been made on delivery of our strategy in the current financial year to date. Reinvigorating the Barbican side of the Harbour, which is most popular with visitors, has been the visually remarkable refurbishment of the Victorian landmark Old Barbican Market building, adding to the appeal of the area with two new national covenant tenants and a third to complete shortly; the Company has plans to deliver a new Fisheries Complex in collaboration with the Local Authority to assure the vibrancy of the commercial fishing port activity; the Company is nearing completion of the first new building (Harbour Arch Quay) since 2009; and, this re-initiated development activity will continue with a programme to develop new property on the eastern side of the Harbour, which includes the consented Sugar Quay building. This is a wholistic plan to support value creation for shareholders from the existing Company-owned harbour assets and to assure prosperity of the harbour environ, strengthen the linkages to the City Centre to the North and the Ocean to the South, and to benefit our trading activities (marinas, fisheries, rental properties and car parks) for the medium to long term. The Company has committed significant investment to its plans during this reporting period.  The pace of future investment will be harmonised with economic conditions as they take shape."

For further information, please contact:

Related Party Transaction

On 15 December 2022 the Company extended the existing related party loan finance, announced on 27 April 2022, by £280,000 to provide additional headroom in the Company's facilities, bringing the total shareholder loan facilities to £2.580m. The unsecured loan facilities are with Beinhaker Design Services Ltd ("BDSL") (assigned from FB Investors LLP), who provided the additional funding, and Rotolok (Holdings) Limited (together the "Loans" or the "Facilities"). The Loans carry a fixed 8% gross annual interest rate with the option, included as a variation at the same time as the above extension, at the discretion of the Company, to capitalise some or all of the interest at a fixed 10% annual interest rate, and are repayable by 31 May 2024. There are no other fees payable to FB Investors LLP and Rotolok (Holdings) Limited under the Facilities.

The Loans extension and variation constitutes a related party transaction for the purposes of the AIM Rules, as Beinhaker Design Services Ltd is controlled by the Beinhaker family and Rotolok (Holdings) Limited is connected to non-executive director Sean Swales. The directors, other than Philip Beinhaker, Corey Beinhaker and Sean Swales, having consulted with the Company's nominated adviser, Strand Hanson, consider that the terms of the Loans extension and variation are fair and reasonable insofar as shareholders are concerned.

INTERIMS RESULTS

Executive Chairman's Statement

For the six-month period to 30 September 2022

Results and Financial position

Profit before taxation for the six-month period to 30 September 2022 was £0.223m compared to £0.327m for the comparative period to 30 September 2021. Trading through the first half year was strong, with yet another record marinas season, good seasonal car parks trading, and occupancy of the rented properties upheld. Against these positive results, cost inflation and increases in the interest rates on the corporate debt have resulted in the modest decline in profitability. Energy cost increases did not impact the results until after the end of this reporting period.

As at 30 September 2022, net assets were £56.434m (c.43.43 pence per share), up from £56.211m (c.43.26 pence per share) at 31 March 2022. Net Debt has increased to £26.972m, £2.564m more than the position at 31 March 2022 of £24.408m net debt. This increase was fully anticipated as the Company drew down for financing its portion of development finance for construction of Harbour Arch Quay and financed wholly the major refurbishment of the Old Barbican (fish) Market. These investments increase the value of the Company's assets and prospects for debt reduction once construction is completed. As is normal within the Company's annual cash cycle, the cash position typically peaks in late March as marina fees are collected and rents are received and falls to an annual low point by mid-autumn. As at 30 September 2022 gearing stood at 47.8% up from 43.4% as at 31 March 2022.

Trading Report

During the first half year, the marinas were mostly occupied to capacity with the occupancy rate as at 30 September 2022 at 98%. The Company sets its prices 6 months in advance of the season and whilst the tariff had been increased after a two year freeze, the increase was below the inflation rate that transpired, and this did result in a lower profit from this business activity than the previous year. Fishing results were on par with last year, albeit to remain competitive in the local market, and to encourage growth in the fishing business, margins on fuel sales have been reduced. Overall, contribution from the Marine trading segment was £0.681m in the six month period to 30 September 2022 (30 Sept 2021: £0.726m).

Since the half year end, the Company has started to sell marina berths for the next season starting 1 April 2023. To date sales are on par with the same time last year. It is very encouraging that over half of the berths for the next season have now been paid for in full, with deposits now being received to secure the remaining berths. Prices for the King Point Marina have been raised in line with inflation. Berthing fees at Sutton Harbour are being held to reflect the upcoming disruption that will result from the replacement of the lock gate cills. These works are now planned to take place in two periods: Autumn 2023 and early Spring 2024. The works will necessitate periods of restricted access to the harbour which will impact the normal access and egress for both leisure and commercial harbour users. Preparing for the works has been subject to stakeholder consultation to explore all practical possibilities to mitigate the impact on users and the degree of the disruption. Sutton Lock is a national defence for flood protection and the works are being undertaken and paid for by the Environment Agency.

During the period, occupancy of tenanted properties and payment of rents remained consistent. In the second half of the year tenants will decant from North Quay House which after 27 years of continuous occupation requires updating. The Company currently has various interests for new lettings of the building.

As expected, power costs from 1 October 2022 rose some 3.5 fold even after allowing for the government subsidy and this will impact the results for the second half year. The Company is working on any savings that can be made, whilst ensuring that normal operations are maintained. The Company recharges a significant proportion of its power consumption to tenants and other facility users and prices have been increased to reflect the higher costs. Debt servicing costs have also risen as bank base rates have increased throughout the period. The Company has no interest rate fixes in place.

Development / Regeneration

Harbour Arch Quay

The full height concrete structure of the 14 apartment building, Harbour Arch Quay, is now in place. External and internal fitting out works are now starting, and the building is on target for completion in March/April 2023. Four exchanges for apartments have now taken place with three further reservations, including the penthouse, progressing to exchange. Development financing for the completion of the building is being drawn down from a £5m facility now that the Company has made its agreed contributions from its general banking facilities.

Former Fish Market

The recently refurbished Old Barbican (fish) Market is now occupied by one tenant, The Cornish Bakery, with Pavers (shoes) due to open shortly and the tenancy for the third unit is pending completion. The refurbishment of this listed property provides a resplendent centre piece to the historic Barbican area and presents as a 'floating glass box' whilst retaining the original elegant Victorian structure. Total rents for the building will be more than 50% higher than with the previous tenancy.

Development Lands

The Former Airport Site is a major land resource and strategic asset of the Company within the City of Plymouth. The Company had invested heavily in the site during the time that the airport was operational along with investments in the owned airline company. Financial failure of the aviation operations led to closure of the airport in 2011, a decision ratified by the Local Authority, and revocation of aviation operations licences by the Civil Aviation Authority. The Company has financed the debt resulting from the aviation operations for over a decade and, in addition, the Company faithfully expended funds for the maintenance and protection of the site and the material assets, including the land management, environmental control, security, etc. The approved Joint Local Plan of 2019 provided for the safeguarding of the site for potential aviation uses for a maximum five years, owing to the determination of the strategic importance of the site. Accordingly, the Company is preparing for submission of a masterplan for the re-development of the site with a range of appropriate uses within the timeframe of the safeguard which expires in early 2024. The redevelopment of the site will enable needed land for expansion of:

· the Derriford Hospital (major health centre in the South West and largest employer in Plymouth).

· Marjon University.

· Sites for businesses and commercial operations, unable to find lands within the city, and the bases for economic growth.

· Senior housing, near to the hospital.

· Student housing near to the University.

· Market Housing.

Financial Structure

The Company has a plan to manage the current debt and to achieve debt reduction. This plan is based on the following sets of actions:

1. The Company is working with its bankers to extend the current banking facilities by one year and will then prepare to secure a longer term agreement to meet medium term financing needs.

2. Development / Regeneration - The Harbour Arch Quay development at Sutton Harbour is scheduled to be completed in the first half of 2023 and is expected to yield some £3m net of all extended financing and building costs.

3. To provide additional headroom in the Company's facilities, the Company has extended the Related Party Loan finance by £280,000, bringing the total shareholder loan creditor to £2.580m. The additional loan was advanced by Beinhaker Design Services Limited, a 50% shareholder in FB Investors LLP who own 72.91% share capital of the Company. Philip Beinhaker and Corey Beinhaker, who are both Directors of the Company, are Directors of Beinhaker Design Services Limited. The Directors of the Company regarded as independent from the Related Party Loans, agreed this loan extension was in the best interests of shareholders and the Company due to funding flexibility and being terms competitive to market rates for similar short term flexible finance.

4. Realisation of the value of the Former Airport Site through development and sales of lands.

5. Further redevelopment of lands on the east side of Sutton Harbour. The Company has recently secured lands currently used for a wide range of construction related supplies and other storage and land extensively used with limited employment. These lands have been identified by the Plymouth City Council as a regeneration area for a mixture of uses including housing, commercial, business activity and other societal activities. Following the completion of the Harbour Arch Quay, the Company will proceed with development of these industrial lands, including the development of the approved Sugar Quay site, along with lands east of Sutton Road.

6. Fish Quay - The Company has worked with the PCC, the Fishing Industry and other interested parties for the redevelopment of the Fish Quay. This redevelopment will provide an enhancement to the Fishing industry with renewed and more efficient operations facilities. Also included will be a new retail fish market open to the general public. Enhanced circulation in this south-east sector of the Sutton Harbour area will become a major destination and attraction for residents and visitors to Plymouth. This project will be part of the vision of Plymouth as "Port City" and enhance the connection between the water and the City Centre in Britain's Ocean City.

Summary

The Company's vision for the future sustainability and value growth from the Sutton Harbour and Barbican area is taking shape and good progress has been made on delivery of our strategy in the current financial year to date. Reinvigorating the Barbican side of the Harbour, which is most popular with visitors, has been the visually remarkable refurbishment of the Victorian landmark Old Barbican Market building, adding to the appeal of the area with two new national covenant tenants and a third to complete shortly; the Company has plans to deliver a new Fisheries Complex in collaboration with the Local Authority to assure the vibrancy of the commercial fishing port activity; the Company is nearing completion of the first new building (Harbour Arch Quay) since 2009; and, this re-initiated development activity will continue with a programme to develop new property on the eastern side of the Harbour, which includes the consented Sugar Quay building. This is a wholistic plan to support value creation for shareholders from the existing Company-owned harbour assets and to assure prosperity of the harbour environ, strengthen the linkages to the City Centre to the North and the Ocean to the South, and to benefit our trading activities (marinas, fisheries, rental properties and car parks) for the medium to long term. The Company has committed significant investment to its plans during this reporting period.  The pace of future investment will be harmonised with economic conditions as they take shape.

Philip Beinhaker

EXECUTIVE CHAIRMAN

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Cash Flow Statement

Notes to Interim Report

General information

This consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 March 2022 were approved by the Board of Directors on 19 July 2022 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified and did not contain any statement under section 498 of the Companies Act 2006.

Copies of the Group's financial statements are available from the Company's registered office, Sutton Harbour Office, Guy's Quay, Sutton Harbour, Plymouth, PL4 0ES and on the Company's website www.sutton-harbour.co.uk.

This consolidated interim financial information has not been audited.

Basis of preparation

The consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 March 2022, which have been prepared in accordance with International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretation Committee (IFRIC) interpretations as endorsed by the European Union, and those parts of the Companies Acts 2006 as applicable to companies reporting under IFRS.

Accounting policies

Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 March 2022, as described in those annual financial statements.

Accounting estimates and judgements

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements that are not readily apparent from other sources. 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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

Segment information

Management has determined the operating segments based on the reports reviewed by the Board of Directors that are used to make strategic decisions.

The Board of Directors considers the business from an operational perspective as having only one geographical segment, with all operations being carried out in the United Kingdom.

The Board of Directors considers the performance of the operating segments using operating profit. The segment information provided to the Board of Directors for the reportable segments for the period ended 30 September 2022 is as follows:

Segment Information (continued)

Segment Information (continued)

Segment Information (continued)

Unallocated assets included in total assets and unallocated liabilities included in total liabilities are not split between segments as these items are centrally managed.

Taxation

The Company has applied an effective tax rate of 25% (2021: 19%) based on management's best estimate of the tax rate expected for the full financial year and is reflected in a movement in deferred tax.

Dividends

The Board of Directors do not propose an interim dividend (2021: nil).

 Earnings per share

Basic Earnings per Share:

Basic earnings per share have been calculated using the profit for the period of £223,000 (2021: profit £265,000, year ended 31 March 2022 loss £259,000). The average number of ordinary shares in issue, excluding those options granted under the SAYE scheme, of 129,944,071 (2021: 120,534,234; year ended 31 March 2022: 120,534,234) has been used in our calculation.

Diluted Earnings per Share:

Diluted earnings per share uses a weighted average number of 130,182,043 (2021: 120,765,411; year ended 31 March 2022 120,765,411) ordinary shares after adjusting for the effects of share options in issue: 237,972 ordinary shares (2021: 242,063; 31 March 2022: 242,063)

Property valuation

Freehold land and buildings and investment property have been independently valued by Jones Lang LaSalle as at 31 March 2022, in accordance with the Practice Statements in the Valuations Standards (The Red Book) published by the Royal Institution of Chartered Surveyors. 

A further valuation will be commissioned for the year ending 31 March 2023, as in previous years.

Cash and cash equivalents

Cash flow statements