Final Results
Artisan (UK) PLC
9 July 2001
ARTISAN (UK) plc
(AIM)
(House builder & commercial property developer)
PRELIMINARY RESULTS FOR THE YEAR TO 31 MARCH 2001
HIGHLIGHTS
Key points:
* Group Turnover £81,364,520 up 134% (£34,821,517 for year to 31.3.00)
* EBITDA £11,622,947 up 166% (£4,363,252 for year to 31.3.00)
* Total operating profit £10,621,768 up 154% (£4,181,157 for year to 31.3.00)
* EBITDA Earnings per share 4.4p up 34% (3.3p for year to 31.3.00)
* Earnings per share 2.6p up 20% (2.2p for year to 31.3.00)
* Shareholders funds £34,146,473 up 35% (£25,331,903 (restated) at 31.3.00)
* Net asset value per share 11.9p up 16% (10.2p (restated) per share at
31.3.00)
* Dividend per share 0.6p up 20% (0.5p per share for 31.3.00)
* Net cash improvement £7,693,279 up 199% (£2,570,423 at 31.3.00)
Commenting on the results, Artisan's Chairman Stephen Dean said:
'The year to 31st March 2001 has been another milestone in the development of
Artisan (UK) plc. The group has now totally disposed of its IT and regional
contracting businesses profitably, and is highly focused on residential and
commercial developments as its core business.'
Enquiries:
Artisan (UK) plc 01480 436666
Stephen Dean, Chairman Mobile: 07785 938782
Chris Musselle, Finance Director Mobile: 07879 412779
Seymour Pierce Limited 020 7648 8700
Sarah Wharry
Cater Barnard (UK) Ltd 0870 066 0830
Melissa Gilmour
Chairman's Statement
On behalf of your Board I am pleased to announce a further milestone year in
the development of Artisan (UK) plc into a national house builder and
commercial property developer.
As can be seen from the financial highlights your Company has made significant
improvements in its financial standing from turnover through to profits, to
cash and to increased net assets.
The Company made one acquisition in the year, Rippon Homes Limited, based in
Mansfield, Nottinghamshire. This transaction extends our residential and
commercial development activities of the Group throughout Cambridgeshire,
Hertfordshire, Warwickshire, Leicestershire, Lincolnshire and Nottinghamshire.
Since my last annual statement the Company has disposed of its regional
contracting businesses and its investments in property related IT internet
companies, showing profits on these disposals of £1.8 million and £1.43
million respectively. The £1.8 million is not included in these financial
statements as it was not completed until 14th June 2001.
Artisan is now highly focused on house building and commercial property
developments and intends to target the following objectives in this coming
year as suitable opportunities occur.
* Organic growth by opening branch offices in the south east and locating
Artisan (Chiltern) Limited in mid-Hertfordshire (formerly the residential
development arm of Driver Construction).
* Acquisitions or joint ventures with other house builders.
* At the Annual General Meeting the Company intends to ask shareholders
for authority to buy back up to 20% of its shares as opportunities arise.
* To attract institutional investment interest by seeking admission to the
Official List (subject to suitability).
The current year has opened well with house buyer and commercial interest
still remaining buoyant across the whole spectrum of the Group's business
activities.
The Company has concluded negotiations with its partners at Living Heritage
Holdings to agree both the equity and option price of the earnout entered into
in 1999. The price agreed is £750,000 for the equity now owned by the Company
(of which £430,000 has already been paid on account), and, should the Company
so decide in the future, the option price for the remaining 50% it does not
already own is fixed at a further £750,000. The price will be satisfied partly
in cash and partly by the issue of up to 1,125,000 Artisan shares for the 50%
currently owned. During the year to March 2001 Living Heritage Holdings made
pre-tax profits of £513,000.
I would like to take this opportunity of thanking the staff and managers of
the Group for their continued support and loyalty and look forward to the
coming year with confidence.
FINANCIAL REVIEW
For the year to 31st March 2001 turnover increased to £81.4m (year to 31st
March 2000 £34.8m) principally as a result of full year contributions from
acquisitions in 2000 and the Rippon Homes acquisition in 2001. This is an
increase of 134% but more importantly Total Operating Profit, has increased by
154% to £10.6m from £4.2m. EBITDA profit has grown at a greater rate with a
166% increase to £11.6m (year to 31st March 2000 £4.4m).
Shortly after the balance sheet date the regional contracting operations were
sold and the scale of the activity of continuing operations is reflected in
the summary of turnover and profit below.
DEVELOPMENT SPECIALIST CENTRAL AND TOTAL
AND PROPERTY CONTRACTING CONSOLIDATION CONTINUING
ADJUSTMENTS OPERATIONS
£m £m £m £m
Turnover 39.5m 16.3m 1.5m 57.3m
Operating Profit 8.2m 0.6m 1.3m 10.1m
The discontinued operations contributed £24.1m to turnover but only £0.297m to
operating profit.
Share Capital
During this year a total of 39.3 million new shares have been issued at an
average price of 15.3p. Of these shares issued 6.4 million shares related to
acquisitions from previous years, 19.6 million in respect of new investments
and 13.3 million in respect of working capital.
Balance sheet
At the year end the group had net cash balances of £5.38m and bank and other
borrowings of £22.41m representing a gearing ratio of 50% (2000:42%). New debt
funding has principally been incurred to assist with the acquisition of Rippon
Homes Limited.
Dividends
During the course of the year, your board has paid or declared three
dividends. The special dividend, paid by way of Envesta plc shares in specie
was distributed in August 2000. The interim dividend for the current year
provided shareholders with the choice of taking further Envesta plc shares or
a cash alternative. The Envesta plc option was popular with shareholders with
the majority opting for shares rather than the cash alternative. The cash
value of the interim dividend was 0.25p and your board proposes a final
dividend of 0.35p, a cash total of 0.6p which if enhanced by the additional or
alternative Envesta plc shares equates to a total dividend equivalent to
1.42p. The cash dividend is 4.3 times covered by earnings per share of 2.6p.
The final dividend is payable on 2nd October 2001 to shareholders on the
register at 20th July 2001.
Post Balance Sheet
The principal event post balance sheet event is the disposal of the regional
contracting operations. The profit on disposal, net of costs, is £1.8m, which
will be reflected in the 31 March 2002 results. This disposal is a significant
step towards concentrating the group's activities on residential and
commercial property development.
The group has exited its residual investment in Envesta plc since the year end
with an overall profit of £1.97m and has also disposed of the interest in
enterpriseAsia.com plc.
OPERATIONS REVIEW - DEVELOPMENTS
Artisan (UK) Developments
The year to 31 March 2001 was a great success for Artisan's commercial
development operations.
Office and industrial buildings of 63,000ft2 were developed and sold on the
Minerva and Colmworth Business Parks, with a further 41,000 ft2 under
construction at the year-end.
Clarendon Road, Watford, the 24,000ft2 office development, pre-sold to Lattice
Group Pension Fund, was completed in early 2001/02, and the Cardinal Business
Park Development, pre-sold to Scottish Widows in the previous year, was
completed on programme.
In November 2000 the company purchased a site for 60,000ft2 of offices in St
Albans, and total space in development and awaiting development at 31st March
2001 was in excess of 300,000ft2.
On top of this development building activity a substantial profit contribution
was made from land sales at Welwyn Garden City, Potters Bar, London Colney and
Harpenden.
Rippon Homes
In December 2000 your Company purchased for £9.895 million the entire share
capital of Rippon Homes Ltd, a Nottinghamshire based housebuilder that had
been producing approximately one hundred homes a year and with a land bank of
over three hundred units. The non-core joinery business was sold for a small
profit. In the fourteen months ended 31st March 2001, the Company sold a total
of one hundred and seven houses at an average price of £118,000. Planned
production of homes has been increased to one hundred and twenty units for
2001/02.
Artisan Property Holdings
During the year Artisan Property Holdings purchased offices for resale in
Central London for £3million plus two small provincial retail investments, and
sold an industrial estate in London for £5.125 million and three commercial
properties in Newcastle for £3.1million at satisfactory margins.
Net rental income was £998,000 for the year, which substantially exceeded the
interest on the mortgages raised to fund the portfolio. However, the Directors
have confirmed their commitment to a policy of gradual realisation with the
sale of the London offices and offices in St Albans for a combined £4.55
million, after the year-end.
Living Heritage
Artisan retained its 50% interest in Living Heritage Holdings Limited
throughout the year and provided project finance in return for fee earnings to
directly finance its development programme.
During the year, Living Heritage sold twenty four units and purchased land for
a further fifty two units on new sites in Birkdale, Cricklade and Tring, to
add to those in Warwick, Putteridge Bury, Brackley, Codicote and Haywards
Heath which were purchased in the previous year and developed during the
twelve months under review to provide stock for sale in the current year.
OPERATIONS REVIEW - CONTRACTING
The last twelve months have been a busy period for the Contracting Division
culminating in the disposal of Bickerton Construction and Driver Construction.
Our efforts will now be concentrated in the specialist contracting with
Speymill Contracts Limited in the leisure sector.
Speymill Contracts Limited
Speymill continued to expand its operation with turnover up 29% to £
16.3million. The turnover for the Leeds office was £4.6million which is in
line with last years' expectations and your Board see this as an area that
will continue to expand as this regional office establishes itself in the
North of England. Profits are up some 61% to £690,000.
In addition, the leisure industry continues to see changes with mergers and
acquisitions which suggests continued growth within this sector. The core
business of Speymill Contracts remains bars, public houses, restaurants,
nightclubs and hotels, and covers all aspects of construction, whether it is
refurbishments, fit out of contractors' shells or new build projects.
Speymill continues to develop and maintain relationships with its clients with
a higher percentage of repeat business.
Regular clients include the Old Monk Pub Company with Springbok concepts at
Cardiff and Newquay, and several of the pub refurbishments; Yates' Wine
Lodges, with their lodges at Weymouth, Woking, Margate and their flagship at
Leicester Square; SFI with their Litten Tree, Bar Med and Havana concepts at
Dudley, Birmingham, Altringham, Liverpool, Leeds, Macclesfield, Redditch and
also their For Your Eyes Only club in Mayfair, London. Additionally,
substantial projects have been carried out for Scottish and Newcastle. Two
projects currently on site are a £1.8million new build, 83 bedroom Premier
Lodge at Crawley and the recently completed 100 bedroom fit-out at Dover.
Speymill also continue to carry out regular work for Pizza Express, Eldridge
Pope Charles Wells, and have recently added Regent Inns with their Walkabout
concept at Bristol and award winning Walkabout Jongeulers Comedy Club at
Glasgow.
Speymill Contracts is ideally suited both geographically and operationally to
continue with its success in this sector.
STEPHEN DEAN
Chairman
9th July 2001
ARTISAN (UK) PLC
GROUP PROFIT & LOSS ACCOUNT
For The Year Ended 31 March 2001
31 Mar 31 Mar
2001 2000
As
restated
TURNOVER £ £
Continuing operations - existing 55,175,066 29,254,320
Acquisitions 2,084,838 -
__________ __________
57,259,904 29,254,320
Discontinued activities 24,104,616 5,567,197
__________ __________
Group Turnover 81,364,520 34,821,517
Group's share of associate's turnover - all (3,287,934) (4,938,078)
continuing
__________ ___________
78,076,586 29,883,439
COST OF SALES (61,981,183) (22,774,159)
__________ ___________
GROSS PROFIT 16,095,403 7,109,280
Administrative expenses (7,224,929) (3,409,630)
Other operating income 1,540,824 44,174
__________ ___________
GROUP OPERATING PROFIT 10,411,298 3,743,824
Continuing operations - existing 9,898,791 3,605,483
Acquisitions 215,416 -
__________ ___________
10,114,207 3,605,483
Discontinued activities 297,091 138,341
__________ ___________
Group's share of operating profit of associate 256,500 467,246
Amortisation of goodwill arising on acquisition (46,030) (29,913)
of associate
__________ ___________
TOTAL OPERATING PROFIT 10,621,768 4,181,157
EBITDA
Depreciation of tangible assets (344,479) (121,870)
Amortisation of goodwill (656,700) (60,225)
__________ __________
Earnings before interest, tax, depreciation, 11,622,947 4,363,252
amortisation and exceptional items
__________ __________
Profit on disposal of fixed asset 287,277 754
Profit on sale of group undertaking - 104,957
Interest receivable & similar income 712,367 245,939
Interest payable (1,711,977) (401,211)
__________ ___________
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 9,909,435 4,131,596
TAXATION (3,060,172) (1,264,313)
__________ ___________
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 6,849,263 2,867,283
Dividends (3,916,440) (1,066,485)
__________ ___________
RETAINED FOR THE YEAR 2,932,823 1,800,798
__________ ___________
Basic Earnings per share 2.59p 2.16p
Diluted earnings per share 2.58p 2.13p
EBITDA Earnings per share 4.39p 3.28p
ARTISAN (UK) PLC
GROUP BALANCE SHEET
As At 31 March 2001
31 Mar 2001 31 Mar 2000
£ £
As restated
FIXED ASSETS
Intangible fixed assets 14,110,245 10,350,224
Tangible fixed assets 2,433,528 2,201,466
Investment in associates 1,269,245 804,246
_________ _________
17,813,018 13,355,936
_________ _________
CURRENT ASSETS
Investments 4,157,109 622,865
Stocks & work in progress 27,385,667 24,162,108
Debtors 23,868,248 14,132,828
Cash at bank & in hand 10,941,478 3,248,199
_________ _________
66,352,502 42,166,000
CREDITORS: Amounts falling due within one year (40,952,479) (27,571,695)
_________ _________
NET CURRENT ASSETS 25,400,023 14,594,305
_________ _________
TOTAL ASSETS LESS CURRENT LIABILITIES 43,213,041 27,950,241
CREDITORS: Amounts falling due after more (9,066,568) (2,488,394)
than one year
Minority interests - (129,944)
_________ _________
NET ASSETS 34,146,473 25,331,903
_________ _________
CAPITAL & RESERVES
Called up share capital (all equity) 1,436,064 1,239,606
Share premium account 18,428,211 13,391,027
Merger reserve 9,358,749 8,710,644
Profit & loss account 4,923,449 1,990,626
_________ _________
EQUITY SHAREHOLDERS' FUNDS 34,146,473 25,331,903
_________ _________
ARTISAN (UK) PLC
GROUP CASH FLOW STATEMENT
For The Year Ended 31 March 2001
31 Mar 2001 31 Mar 2000
£ £
NET CASH INFLOW/(OUTFLOW) FROM 5,791,772 (6,650,535)
OPERATING ACTIVITIES
RETURNS ON INVESTMENTS &
SERVICING OF FINANCE
Interest received 712,367 245,939
Interest paid (1,711,977) (401,211)
________ ________
NET CASH (OUTFLOW) FROM RETURNS
ON INVESTMENTS & SERVICING OF (999,610) (155,272)
FINANCE
TAXATION
UK Corporation tax paid (1,006,686) (484,167)
CAPITAL EXPENDITURE & FINANCIAL INVESTMENT
Sale of tangible fixed assets 1,006,741 110,621
Purchase of tangible fixed assets (676,024) (195,134)
________ __________
NET CASH INFLOW/(OUTFLOW) FROM 330,717 (84,513)
INVESTING ACTIVITIES
ACQUISITIONS & DISPOSALS
Disposal of subsidiary undertaking - 348,827
Purchase of subsidiary undertakings (11,847,585) (3,058,818)
Net cash acquired with subsidiary undertaking - 310,677
Purchase of share in associate (156,479) (511,790)
________ __________
NET CASH (OUTFLOW) FROM ACQUISITIONS & DISPOSALS (12,004,064) (2,911,104)
EQUITY DIVIDENDS PAID (1,061,801) (574,895)
________ __________
NET CASH OUTFLOW BEFORE FINANCING (8,949,672) (10,860,486)
________ __________
FINANCING
Issue of shares 2,124,532 14,262,688
Cost of share issues (127,151) (434,429)
Additions to borrowing 14,496,165 4,848,797
Debt acquired with subsidiary undertakings - (5,212,701)
Capital element of finance leases 149,405 (33,446)
_________ _________
NET CASH INFLOW FROM FINANCING 16,642,951 13,430,909
_________ _________
INCREASE IN CASH 7,693,279 2,570,423
_________ _________
Notes
1 PRIOR YEAR ADJUSTMENT
The directors now consider that it was inappropriate, in the
accounts for the year ended 31 March 2000, to write off the
goodwill of £7,397,097 arising on the acquisition of Bickerton
Group plc and Investment in Heritage to the merger reserve arising
in respect of that acquisition. The directors believe that their
stated policy in respect of goodwill should have applied, and
accordingly have now restated the accounts so as to capitalise
this goodwill with effect from the effective date of acquisition
of 31 March 2000 and amortise it over their estimate of its useful
life of 20 years. The effect of this restatement is to increase
net assets and shareholders' funds at 31 March 2000 by £7,397,097.
The restatement has no effect on the results for the year then
ended.
2 EARNINGS PER SHARE
The basic earnings per share are calculated by dividing the profit
for the financial year attributable to shareholders by the
weighted average number of shares in issue. In calculating the
diluted earnings per share, share options outstanding have been
taken into account. The EBITDA earnings per share were calculated
using earnings before interest, taxation, depreciation, and
amortisation.
The weighted average number of shares were
31 Mar 31 Mar
2001 2000
Number Number
Basic weighted average number of shares 264,919,700 133,022,474
Dilutive potential ordinary shares:
Employee share options 999,338 1,317,622
___________ ___________
265,919,038 134,340,096
___________ ___________
2 The financial information set out in this document does not
constitute statutory group accounts.
3 The report and accounts and accounts for the year to 31
March 2001 will be posted to shareholders shortly and, after being
laid before the Annual General Meeting, will be delivered to the
Registrar of Companies.
4 The Annual General Meeting will be held at Founders Hall, 1
Cloth Fair, London, EC1A 7HT at 11.30am on 4 September 2001.
Copies of this announcement will be available to the public, free of charge,
from the office of Seymour Pierce Ltd., 29/30 Cornhill, London, EC3V 3NF
during normal office hours, with the exception of Saturdays, Sundays and bank
holidays, for 14 days from today.
Enquiries:
Artisan (UK) plc 01480 436666
Stephen Dean, Chairman Mobile: 07785 938782
Chris Musselle, Finance Director Mobile: 07879 412779
Seymour Pierce Limited 020 7648 8700
Sarah Wharry
Cater Barnard (UK) Ltd 0870 066 0830
Melissa Gilmour